10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 28, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-16435

Chico’s FAS, Inc.

(Exact name of registrant as specified in charter)

Florida	59-2389435
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
11215 Metro Parkway, Fort Myers, Florida	33966
(Address of principal executive offices)	(Zip code)

(239) 277-6200

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Name of Exchange on Which Registered
Common Stock, Par Value $0.01 Per Share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý

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 Website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¨.

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 Act).    Yes  ¨    No  ý

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant:

Approximately $1,557,000,000 as of July 30, 2016, based upon the closing stock price on July 29, 2016 as reported by the NYSE.

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

Common Stock, par value $0.01 per share – 128,031,928 shares as of February 24, 2017.

Documents incorporated by reference:

Part III Definitive Proxy Statement for the Company’s Annual Meeting of Stockholders presently scheduled for June 22, 2017.

CHICO’S FAS, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE

YEAR ENDED JANUARY 28, 2017

TABLE OF CONTENTS

PART I			2
	Item 1.	Business	2
	Item 1A.	Risk Factors	8
	Item 1B.	Unresolved Staff Comments	14
	Item 2.	Properties	15
	Item 3.	Legal Proceedings	15
	Item 4.	Mine Safety Disclosures	16
PART II			17
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
	Item 6.	Selected Financial Data	19
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	31
	Item 8.	Financial Statements and Supplementary Data	32
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61
	Item 9A.	Controls and Procedures	61
	Item 9B.	Other Information	63
PART III			63
	Item 10.	Directors, Executive Officers and Corporate Governance	63
	Item 11.	Executive Compensation	63
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	63
	Item 14.	Principal Accounting Fees and Services	63
PART IV			64
	Item 15.	Exhibits and Financial Statement Schedules	64

PART I

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. See “Item 1A. Risk Factors.”

ITEM 1. BUSINESS

Overview

Chico’s FAS, Inc.¹, is a collection of distinct lifestyle brands serving the needs of fashion-savvy women 35 years and older. The Company’s portfolio currently consists of three brands: Chico’s, White House Black Market (“WHBM”) and Soma. Our omni-channel brands are specialty retailers of private label women’s apparel, accessories and related products. Our product is available to customers in our domestic and international retail stores, through our optimized e-commerce websites, via telephone through our call centers and through an unaffiliated franchise partner in Mexico. As of January 28, 2017, we operated 1,501 stores across 48 states, Puerto Rico, the U.S. Virgin Islands and Canada, and sold merchandise through 91 franchise locations in Mexico.

Since 1983, we have grown by offering high quality and unique merchandise, supported by compelling marketing and outstanding personalized customer service. While each of our brands has a distinct customer base, the overall portfolio caters to a broad age and economic demographic, with household incomes ranging from $50,000 to well over $100,000.

Our Brands

Chico’s

The Chico’s brand, which began operations in 1983, primarily sells exclusively designed, private branded clothing focusing on women 45 and older with a moderate to high income level. The style sensibility is unique with an individual expression created to illuminate the women wearing the brand. Chico's apparel, including the Black Label, Zenergy and Travelers collections, emphasizes a style that has a comfortable and relaxed fit. Accessories and jewelry are designed to elevate the clothing assortment, allowing our customer to individualize her personal style. Chico's is vertically integrated, controlling almost all aspects of the apparel design process, including choices of pattern, print, construction, design specifications, fabric, finishes and color through in-house designers, purchased designs and independent suppliers.

The distinctive nature of Chico’s clothing is also reflected in its sizing, which is comprised of sizes 000, 00 (size 0-2), 0 (size 4-6), 1 (size 8-10), 2 (size 12-14), 3 (size 16-18) and 4 (size 20-22). Chico’s will occasionally offer half-sizes (up to 4.5), one-size-fits-all, petite sizes, short and tall inseams, and small, medium and large sizing for some items. The relaxed fit allows us to utilize this kind of sizing and thus offer a wide selection of clothing without investing in a large number of sizes within a single style.

White House Black Market

The WHBM brand, which began operations in 1985 and we acquired in September 2003, is dedicated to being a go-to style destination and authority on wardrobe building. WHBM primarily sells exclusively designed, private branded clothing focusing on women 35 and older with a moderate to high income level. WHBM offers a modern collection for the way women live now, selling stylish and versatile clothing and accessory items, including everyday basics, wear-to-work, denim and elegant occasion. Historically known for its black and white color palette, WHBM's collection reflects on-trend colors and patterns. The accessories at WHBM, such as shoes, belts, scarves, handbags and jewelry, are specifically designed to coordinate with each collection, allowing customers to easily individualize their wardrobe selections. WHBM is vertically integrated, controlling almost all aspects of the apparel design process, including choices of patterns, prints, construction, design specifications, fabric, finishes and color through in-house designers, purchased designs and independent suppliers.

___________________________

¹  As used in this report, all references to “we,” “us,” “our,” and “the Company,” refer to Chico’s FAS, Inc., a Florida corporation, and all of its wholly-owned subsidiaries.

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WHBM uses American sizes in the 00-14 range (with online sizes up to 16), including petite sizing, as well as short and long inseams, and small, medium and large sizing for some items. The fit of the WHBM clothing is tailored to complement the figure of a body-conscious woman, while still remaining comfortable.

Soma

The Soma brand, which began operations in 2004, primarily sells exclusively designed, private branded lingerie, sleepwear, loungewear, activewear, and beauty products focusing on women 35 and older with a moderate to high income level. The lingerie category includes bras, panties, shapewear and swimwear while the loungewear category includes tops, bottoms and dresses. Bras range in size from 32A-46HH. The sleepwear and loungewear offerings range from extra small to extra-extra large sizing. The beauty category consists of the Memorable, Enticing and Oh My Gorgeous lines of fine fragrance. The Soma team develops product offerings by working closely with a small number of independent suppliers to design proprietary products in-house and, in some cases, designs provided by its independent suppliers under labels other than the Soma brand.

Our Business Strategy

Our overall business strategy is focused on building a collection of distinct high-performing retail brands serving the fashion needs of women 35 and older. We seek to accomplish this strategy 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 improving the performance of our brands by building our omni-channel capabilities, which includes managing our store base and growing our online presence, by executing marketing plans, by effectively leveraging expenses and by optimizing the merchandise offerings of each of our three brands. We continue to invest heavily in our omni-channel capabilities in order to allow customers to fully experience our brands through more than one channel. 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.

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.

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 enhance the current offerings, as well as our continued emphasis on our “Most Amazing Personal Service” standard.

In 2016, we announced and began implementing cost reduction and operating efficiency initiatives, including realigning marketing and digital commerce, improving supply chain efficiency, reducing non-merchandise expenses, and optimizing marketing spend. Actions taken as part of these initiatives are expected to continue to reduce expenses and complexity, standardize processes and improve the Company's ability to respond to changes in customer demand for merchandise.

Our Customer Service Model

Our customers deserve outstanding and personalized customer service, which we strive to achieve through our trademark “Most Amazing Personal Service” standard. We believe this service model is one of our competitive advantages and a key to the success of our omni-channel approach. An important aspect of our successful implementation of this model involves the specialized training we give sales associates to help meet their customers’ fashion and wardrobe needs, including clothing and accessory style, color selection, coordination of complete outfits, and suggestions on different ways in which to wear the clothing and accessories. Our sales associates are encouraged to develop long-term relationships with their customers, to know their customers’ preferences, and to assist those customers in selecting merchandise best suited to their tastes and wardrobe needs. In 2016, all of our brands began utilizing tablets in stores to access customer purchase history and style preferences as a clienteling tool that enhances the shopping experience in a personalized and efficient manner.

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We also serve our customers’ needs and build customer loyalty through our customer rewards programs. Our programs are designed to reward our loyal customers by leveraging the rich data our customers share with us to deliver a relevant and engaging experience with our brands. The benefits provided are continuously evaluated in conjunction with our overall customer relationship management and marketing activities to ensure they remain a compelling reason for customers to shop at our brands.

• Chico’s. A Chico’s customer can join the “Passport” program at no cost and receive additional benefits after spending a fixed amount. Features of the program include a 5% discount, exclusive offers, special promotions, free shipping, invitations to private sale events and advance notice regarding new arrivals.

• WHBM. With “WHBM Rewards”, a customer can join at no cost for tier-based discounts, a 5% discount after spending a fixed amount, free shipping, special promotions, and invitations to private sales based on annual spend.

• Soma.A Soma customer can join “Love Soma Rewards” at no cost and earns points based on purchases. Features of the program include reward coupons at specified loyalty point levels, exclusive promotions and free shipping.

Our Boutiques and Outlet Stores

Our boutiques are located in upscale indoor shopping malls, outdoor shopping areas, and standalone street-front locations. Boutique locations are determined on the basis of various factors, including, but not limited to: geographic and demographic characteristics of the market, nearby competitors, our own network of existing boutiques, the location of the shopping venue, including the site within the shopping center, proposed lease terms, anchor or other co-tenants, parking accommodations and convenience. Our merchandise is also sold through franchise locations in Mexico, including boutique locations as well as shop-in-shop formats within a department store environment.

Our outlet stores are primarily located in quality outlet centers. The Chico’s and WHBM brand outlets contain a mixture of made-for-outlet and clearance merchandise. The made-for-outlet product carries a higher margin than the clearance items from our boutique stores. Soma outlets contain a mix of boutique and clearance merchandise. We also sell clearance merchandise on our websites. We regularly review the appropriate ratio of made-for-outlet and clearance merchandise sold at our outlets and adjust that ratio as appropriate.

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As of January 28, 2017, we operated 1,501 retail stores in 48 states, Puerto Rico, the U.S. Virgin Islands, and Canada. As of January 28, 2017, our merchandise was also sold through 91 franchise locations in Mexico. The following tables set forth information concerning our retail stores during the past five fiscal years:

	Fiscal Year1
Stores	2016		2015		2014		2013		2012
Stores at beginning of year	1,518		1,547		1,472		1,357		1,256
Opened	17		40		109		135		125
Closed	(34	)	(69	)	(34	)	(20	)	(24	)
Total Stores	1,501		1,518		1,547		1,472		1,357
	Fiscal Year End
Stores by Brand	2016		2015		2014		2013		2012
Chico’s frontline boutiques	587		604		613		611		606
Chico’s outlets	116		117		118		110		99
Chico's Canada	4		4		3		—		—
Chico’s total	707		725		734		721		705
WHBM frontline boutiques	423		429		441		436		398
WHBM outlets	71		71		68		59		45
WHBM Canada	6		6		5		3		—
WHBM total	500		506		514		498		443
Soma frontline boutiques	275		269		263		232		193
Soma outlets	19		18		17		17		16
Soma total	294		287		280		249		209
Boston Proper boutiques	—		—		19		4		—
Total Stores	1,501		1,518		1,547		1,472		1,357

________________________ 

¹Our fiscal years end on the Saturday closest to January 30th and are designated by the calendar year in which the fiscal year commences. The periods presented in these financial statements are the fiscal years ended January 28, 2017 (“fiscal 2016”, “2016”, or “current period”), January 30, 2016 (“fiscal 2015”, “2015”, or “prior period”), January 31, 2015 (“fiscal 2014”, or “2014”), February 1, 2014 (“fiscal 2013”, or “2013”), and February 2, 2013 (“fiscal 2012”, or “2012”). Each of these periods had 52 weeks, except for fiscal 2012, which consisted of 53 weeks.

In fiscal 2017, we anticipate opening approximately 10 stores while closing 50 stores in our efforts to continue our capital allocation and cost reduction initiatives. We expect 14-18 net closures of Chico's stores, 14-18 net closures of WHBM stores, and 6-10 net closures of Soma stores. We continuously evaluate the appropriate new store growth rate and closures in light of economic conditions and may adjust the growth rate and closures as conditions require or as opportunities arise. Our unaffiliated franchisee expects to continue opening franchise locations in Mexico.

Digital Commerce

Each of our brands has a digital flagship: www.chicos.com, www.whbm.com and www.soma.com, which provide customers the ability to browse and order merchandise, locate our stores, and engage with content to enhance the shopping experience. Our websites are designed to complement the in-store experience and play a vital role in both our omni-channel strategy and the customer experience. Some products are available exclusively online including extended sizes, additional style and color choices, premier partner brands and clearance items. Online merchandise is also available for order through our call centers and in our stores through our clienteling applications. Domestic customers may return product directly to our distribution center or in our store locations regardless of the channel in which the merchandise was purchased.

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We continue to focus our efforts to better align with shifts in customer traffic and consumers' consumption of media and content. As a result of significant increases in mobile traffic, in 2016 we implemented a responsive website design for Chico's and WHBM to ensure a consistent and seamless customer experience across devices. In fiscal 2017, we will complete the responsive website design conversion for Soma. We will maintain focus on our omni-channel approach by enhancing all brand websites through new features, functionality, search engine optimization and content designed to improve and evolve the customer's experience.

Marketing and Advertising

Driven by our industry-leading transactional data, our brands continue to develop targeted and effective marketing strategies. We continue to optimize and shift advertising from traditional to digital media with a focus on attracting new customers and using predictive modeling and advanced segmentation to drive retention and reactivation.

Our marketing programs currently consists of the following media mix to engage current and prospective customers:

• Loyalty and rewards programs;

• Direct marketing: catalogs, postcards, email and calling campaigns;

• Digital marketing: mobile paid search, product listing ads, display banner advertising and remarketing, affiliate programs;

• Social marketing: organic and paid efforts across social platforms;

• National and local print and broadcast advertising;

• Editorial content;

• Public relations; and

• Charitable giving and outreach programs.

In 2017, our marketing efforts will continue to focus on attracting customers to our iconic brands' differentiated positioning by leveraging retail science.

Information Technology

We are committed to having information systems that enable us to obtain, analyze and act upon information on a timely basis and to maintain effective financial and operational controls. This effort includes testing of new products and applications so that we are able to take advantage of technological developments to support and enhance our processes across all areas of our business.

Merchandise Distribution

The distribution functions for all brands are handled from our Distribution Center (“DC”) in Winder, Georgia. New merchandise is generally received daily at the DC. Imported merchandise is shipped from the country of export by sea, air, truck or rail, as circumstances require. Domestic merchandise is primarily shipped by truck or rail. Upon arriving at the DC, merchandise is sorted and packaged for shipment to individual stores or is held for future store replenishment or direct shipment to customers. Merchandise is generally pre-ticketed with price and related informational tags at the point of manufacture.

Our DC has been granted Foreign Trade Zone status from the Department of Commerce and U.S. Customs and Border Protection. This status facilitates international expansion and allows us to move certain merchandise to the DC without paying U.S. Customs duty until the merchandise is shipped to domestic stores or online customers.

Product Sourcing

Our sourcing activities are performed by one shared service team focused on identifying cost-effective opportunities to improve production speed and flexibility while maintaining our quality standards. In fiscal 2010, China sources accounted for approximately 63% of our merchandise cost, compared to approximately 55% for fiscal 2016. We take ownership in the foreign country, at a designated point of entry into the United States, or at our DC, depending on the specific terms of sale.

We purchase the majority of our merchandise through key suppliers with whom we have established strategic collaborations; these key suppliers represented 57% of our purchases in fiscal 2016 with our largest supplier accounting for 23% of the total. Currently, we believe our product is appropriately distributed among suppliers and across countries of manufacture taking into consideration product quality execution, flexibility and speed at an acceptable cost and level of risk.

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Competition

The women’s retail apparel and intimate apparel business is highly competitive and includes local, national and international department stores, specialty stores, boutique stores, catalog companies, and online retailers. We believe that our distinctively designed merchandise offerings and emphasis on customer service distinguish us from our competitors.

Trademarks and Service Marks

We are the owner of certain registered and common law trademarks and service marks (collectively referred to as “Marks”).

Our Marks include, but are not limited to: CHICO’S, CHICO'S PASSPORT, ZENERGY, SO SLIMMING, WHITE HOUSE BLACK MARKET, WHBM REWARDS, WORK KIT, SOMA, SOMA INTIMATES, ENTICING, COOL NIGHTS, EMBRACEABLE, VANISHING BACK, VANISHING EDGE, and LOVE SOMA REWARDS. We have registered or are seeking to register a number of these Marks in the United States, Canada, Mexico and other foreign countries.

In the opinion of management, our rights in the Marks are important to our business. Accordingly, we intend to maintain our Marks and the related registrations and applications. We are not aware of any material claims of infringement or other challenges to our rights to use any registered Marks in the United States.

Available Information

Through our investor relations website, www.chicosfas.com, we make available free of charge our Securities and Exchange Commission (“SEC”) filings, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after those reports are electronically filed with the SEC and are available at www.sec.gov. This website also includes recent press releases, corporate governance information, beneficial ownership reports, institutional presentations, quarterly and institutional conference calls and other quarterly financial data, including historical store square footage.

Our Code of Ethics, which is applicable to all of our employees, including the principal executive officer, the principal financial officer, and the Board of Directors ("Board"), is posted on our investor relations website. Any amendments to or waivers from our Code of Ethics are also available on this website. Charters of each of the Audit Committee, Human Resources, Compensation and Benefits Committee, Corporate Governance and Nominating Committee and Executive Committee as well as the Corporate Governance Guidelines, Insider Trading Policy, Terms of Commitment to Ethical Sourcing, and Stock Ownership Guidelines are available on this website or upon written request by any shareholder.

Employees

As of January 28, 2017, we employed approximately 21,000 people, approximately 30% of whom were full-time employees and the balance of whom were part-time employees. The number of part-time employees fluctuates during peak selling periods. As of the above date, approximately 90% of our employees worked in our boutique and outlet stores. We have no collective bargaining agreements covering any of our employees, have never experienced any material labor disruption, and are unaware of any efforts or plans to organize our employees. We currently contribute a significant portion of the cost of medical, dental and life and disability insurance coverage for eligible employees. We also offer a qualified 401(k) retirement plan with an employer matching contribution percentage and an employee stock purchase plan to full-time employees and to part-time employees working twenty hours or more, as well as a deferred compensation plan to highly compensated employees. All employees are also eligible to receive substantial discounts on our merchandise. We consider the overall relations with our employees to be good.

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ITEM 1A. RISK FACTORS

An investment in our common stock involves certain risks. The risks and uncertainties described below are not the only risks that may have a material adverse effect on the Company and the risks described herein are not listed in order of the likelihood that the risk might occur or the severity of the impact if the risk should occur. There can be no assurance that we have identified, assessed and appropriately addressed all risks affecting our business operations. Additional risks and uncertainties could adversely affect our business and our results. If any of the following risks actually occur, our business, consolidated financial condition or results of operations could be negatively affected, and the market price for our shares could decline. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below are cautionary statements, identifying important factors that could cause the Company’s actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. There can also be no assurance that the actual future results, performance, benefits, or achievements that we expect from our strategies, systems, initiatives, or products will occur.

Business Strategy

If we cannot successfully execute our business strategy, our consolidated financial condition and results of operations could be materially adversely impacted. There are numerous risks associated with this strategy including, but not limited to, the following:

Risk

Description

1. Failure to implement and manage our business strategy

Our long-term omni-channel business strategy is dependent upon a number of factors, including anticipating and quickly responding to changing customer preferences, shopping habits (such as online versus in-store) and fashion trends, identifying and developing new brand extensions and new markets, effectively using our marketing resources to communicate with existing and potential customers, effectively managing our store base, including management of store productivity and negotiating acceptable lease terms, having the appropriate corporate resources to support our business strategies, sourcing levels of inventory in line with expected sales and then managing its disposition, hiring, training and retaining qualified employees, generating sufficient operating cash flows to fund our business strategies, maintaining brand-specific websites that offer the system functionality, service and security customers expect, and implementing and maintaining appropriate technology to support our business strategies.

2. Competition The women's specialty retail industry is highly competitive. We compete with local, national and international department stores, specialty and discount stores, catalogs and internet businesses offering similar categories of merchandise. Many of our competitors have advantages over us, including substantially greater financial, marketing and other resources. Increased levels of promotional activity by our competitors, some of whom may be able to adopt more aggressive pricing policies than we can, both online and in stores, may negatively impact our sales and profitability. There is no assurance that we can compete successfully with these companies in the future. In addition to competing for sales, we compete for favorable store locations, lease terms and qualified associates. The growth of fast fashion and value fashion retailers and expansion of off-price retailers has shifted shopper expectations to more affordable pricing of well-known brands and continued promotional pressure. The rise of these retailers as well as the shift in shopping preferences from brick-and-mortar stores to online e-commerce channels has increased the difficulty of maintaining and gaining market share. Increased competition in any of these areas may result in higher costs or otherwise reduce our sales or operating margins.

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3. Risks of expanding internationally Our current growth strategy includes potential expansion of our operations and presence internationally. As part of that strategy, we may face significant costs and challenges including setting up foreign offices, hiring experienced management or franchising partners, maintaining good relations with associates, obtaining prime locations for stores, introducing and marketing our brands, and others. We may be unable to successfully grow our international business, or we may face operational issues that delay our intended pace of international growth, such as an inability to identify suitable franchising partners, identify markets and sites for store locations, address the different operational characteristics present in a new country, negotiate acceptable lease terms, hire, train and retain store personnel, localize our online brand experience and e-commerce capabilities, find vendors that can meet our international merchandise needs, achieve acceptable operating margins, compete with local competitors or adapt to potential different consumer demand and behavior. Any challenges that we encounter may divert financial, operational and managerial resources from our existing operations. In addition, we are subject to certain U.S. laws that may impact our international operations or expansion, including the Foreign Corrupt Practices Act, as well as the laws of the foreign countries in which we operate. Violations of these laws could subject us to sanctions or other penalties that could negatively affect our reputation, business and operating results.

General Economic Conditions

Numerous economic conditions, all of which are outside of our control, could negatively affect the level of our customers' spending or our costs of operations. If these economic conditions persist for a sustained period, our consolidated financial condition and results of operations could be materially adversely impacted. These economic conditions include, but are not limited to, the following:

Risk

Description

4. Declines in consumer spending

Consumer spending may decline as a result of: threatened or actual government shut downs, higher unemployment levels, low levels of consumer credit, declines in consumer confidence, inflation, changes in interest rates, recessionary pressures, increasing gas and other energy costs, increased taxes, changes in housing prices, higher durable and other consumer spending, volatility in the financial markets and changes in the political climate or conditions.

5. Fluctuating costs Fluctuations in the price, availability and quality of fabrics and other raw materials used to manufacture our products, as well as the price for labor and transportation, may contribute to ongoing pricing pressures throughout our supply chain. The price and availability of such inputs to the manufacturing process may fluctuate significantly, depending on several factors, including commodity costs (such as higher cotton prices), energy costs (such as fuel), shipping costs, inflationary pressures from emerging markets, increased labor costs, weather conditions and currency fluctuations.

6. Impairment charges Significant negative industry or general economic trends, changes in customer demand for our product, disruptions to our business and unexpected significant changes or planned changes in our operating results or use of long-lived assets (such as boutique relocations or discontinuing use of certain boutique fixtures) may result in impairments to goodwill, intangible assets and other long-lived assets.

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7. Fluctuating comparable sales and operating results Our comparable sales and overall operating results have fluctuated in the past and are expected to continue to fluctuate in the future. In addition to other factors discussed in this Item 1A., a variety of factors affect comparable sales and operating results, including changes in fashion trends, change in our merchandise mix, customer acceptance of merchandise offerings, the timing of marketing activities, calendar shifts of holiday periods, the periodic impact of a fifty-three week fiscal year, weather conditions and general economic conditions. In addition, our ability to address the current challenges of sustained declining store traffic combined with a highly promotional retail environment may impact our comparable sales, operating results and ability to maintain or gain market share. Past comparable sales or operating results are not an indicator of future results.

Omni-Channel Operations

Our omni-channel operations (including our websites and catalogs), are a critical part of our customers’ overall experience with our brands and will be a significant contributor to our future business growth and profitability. Our inability or failure to successfully manage and maintain those operations could materially and adversely impact our results of operations. Specific risks include, but are not limited to, the following:

Risk

Description

8. Reliance on technology

Our brands’ websites are heavily dependent on technology, which creates numerous risks including unanticipated operating problems, system failures, rapid technological change, failure of systems to operate the websites as anticipated, reliance on third party computer hardware and software providers, computer viruses, telecommunication failures, liability for online content, systems and data breaches, denial of service attacks, spamming, phishing attacks, computer hackers and other similar disruptions. Our failure to successfully assess and respond to these risks could negatively impact sales, increase costs and damage the reputation of our brands.

9. Reliance on the U.S. Postal Service and other shipping vendors Postal rate increases or a reduction or delay in service could affect the cost of our order fulfillment and catalog and promotional mailings. We use the Postal Service to mail millions of catalogs each year to educate our customers about our products, acquire new customers, drive customers to our boutiques and websites and promote catalog sales. We rely on discounts from the basic postal rate structure, such as discounts for bulk mailings and sorting. We utilize additional shipping vendors, including Federal Express, to support our online operations. Any significant and unanticipated increase in shipping costs, reduction in service, or slow-down in delivery could impair our ability to deliver merchandise in a timely or economically efficient manner.

Information Technology Systems

In addition to the dependence of our retail websites on technology as discussed above, we also rely on various information technology systems to manage our overall operations, and failure of those systems to operate as expected or a significant interruption in service could materially adversely impact our consolidated financial condition and results of operations. Risks include, but are not limited to, the following:

Risk

Description

10. Disruptions in current systems or difficulties in integrating new systems

We regularly maintain, upgrade, enhance or replace our information technology systems to support our business strategies and provide business continuity. Replacing legacy systems with successor systems, making changes to existing systems or acquiring new systems with new functionality have inherent risks including disruptions, delays, gaps in functionality, user acceptance, adequate user training, or other difficulties that may impair the effectiveness of our information technology systems.

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11. Cybersecurity We are subject to cybersecurity risks. Cybersecurity refers to the combination of technologies, processes and procedures established to protect information technology systems and data from unauthorized access, attack, exfiltration, loss or damage. Our business involves the storage and/or transmission of customers’ personal information, shipping preferences and credit card information, as well as confidential information regarding our business, employees and third parties. In addition, as part of our acceptance of customers’ debit and credit cards as forms of payment, we are required to comply with the Payment Card Industry Data Security Standards (“PCI”). While we have implemented measures reasonably designed to prevent security breaches and cyber incidents, and while we have taken steps to comply with PCI, those measures may not be effective. A breach or cyber incident could result in the loss or misuse of data and could result in fines, penalties, damages, loss of business, reputational damage or loss of our ability to accept debit and credit cards as forms for payment. In addition, changes in laws or regulations, or in the PCI standards, could result in cost increases due to system or administrative charges.

Sourcing and Distribution Strategies

Our sourcing and distribution strategies are subject to numerous risks that could materially adversely impact our consolidated financial condition and results of operations. These risks include, but are not limited to, the following:

Risk

Description

12. Reliance on foreign sources of production

The majority of the merchandise we sell is produced outside the United States. As a result, our business remains subject to the various risks of doing business in foreign markets and importing merchandise from abroad, such as: geo-political instability; non-compliance with the Foreign Corrupt Practices Act and other anti-corruption laws and regulations; potential changes to the North American Free Trade Agreement; imposition of new legislation relating to import quotas; imposition of new or increased duties, taxes, or other charges on imports, such as the proposed Border Adjustment Tax; foreign exchange rate challenges and pressures presented by implementation of U.S. monetary policy; challenges from local business practices or political issues; transportation disruptions; our shift to a predominantly FOB (free on board) shipping structure rather than predominantly DDP (delivered duty paid); natural disasters; delays in the delivery of cargo due to port security considerations or government funding; seizure or detention of goods by U.S. Customs authorities; or a reduction in the availability of shipping sources caused by industry consolidation or other reasons. We continue to source a substantial portion of our merchandise from Asia, including China. A change in exchange rates, labor laws or policies affecting the costs of goods in Asia could negatively impact our merchandise costs. Furthermore, delays in production or shipping product, whether due to work slow-downs, work stoppages, strikes, port congestion, labor disputes, product regulations and customs inspections or other factors, could have a negative impact. We cannot predict whether or not any of the foreign countries in which our clothing and accessories are produced will be subject to import restrictions or taxes by the United States government. Trade restrictions, including increased tariffs, or more restrictive quotas, including safeguard quotas, or anything similar, applicable to apparel items could affect the importation of apparel generally and, in that event, could increase the cost, or reduce the supply, of apparel available to us.

13. Our suppliers’ inability to provide quality goods in a timely manner We are subject to risk because we do not own or operate any manufacturing facilities and depend on independent third parties to manufacture our merchandise. A key supplier may become unable to address our merchandising needs for a variety of reasons. If we were unexpectedly required to change suppliers or if a key supplier were unable to supply acceptable merchandise in sufficient quantities on acceptable terms, we could experience a significant impact to the supply or cost of merchandise.

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14. Reliance upon one supplier Approximately 23% of total purchases in fiscal 2016 and 23% of total purchases in 2015 were made from one supplier, and we cannot guarantee that this relationship will be maintained in the future or that the supplier will continue to be available to supply merchandise. However, we have no material long-term or exclusive contract with any apparel or accessory manufacturer or supplier. Our business depends on our network of suppliers and our continued good relations with them.

15. Our suppliers’ failure to implement acceptable labor practices Although we have adopted our Terms of Commitment to Ethical Sourcing and use the services of third party audit firms to monitor compliance with these terms, some of our independent suppliers may not be in complete compliance with our guidelines at all times. The violation of labor or other laws by any of our key independent suppliers or the divergence of an independent supplier’s labor practices from those generally accepted by us as ethical could interrupt or otherwise disrupt the shipment of finished merchandise or damage our reputation.

16. Reliance on one location to distribute goods for our brands The distribution functions for all of our brands are handled from our DC in Winder, Georgia and a significant interruption in the operation of that facility due to natural disasters, severe weather, accidents, system failures or other unforeseen causes could delay or impair our ability to distribute merchandise to our stores and/or fulfill online or catalog orders.

Other Risks Factors

Our business is subject to numerous other risks that could materially adversely impact our consolidated financial condition and results of operations. These risks include, but are not limited to, the following:

Risk

Description

17. Failure to comply with applicable laws and regulations

Our policies, procedures and internal controls are designed to help us comply with all applicable foreign and domestic laws, accounting and reporting requirements, regulations and tax requirements, including those imposed by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Foreign Corrupt Practices Act, The Patient Protection and Affordable Care Act, the SEC and the New York Stock Exchange (“NYSE”), as well as applicable employment laws. We could be subject to legal or regulatory action in the event of our failure to comply, which could be expensive to defend and resolve and be disruptive to our business. Any changes in regulations, the imposition of additional regulations or the enactment of any new legislation that affects us may increase the complexity of the legal and regulatory environment in which we operate and the related costs of compliance.

18. Adverse outcomes of litigation matters We are involved in litigation and other claims against our business. These matters arise primarily in the ordinary course of business but could raise complex factual and legal issues, presenting multiple risks and uncertainties and requiring significant management time. At this time, we believe that our current litigation matters will not have a material adverse effect on the consolidated results of operations or financial condition. However, our assessment could change in light of the discovery of facts with respect to pending or potential legal actions against us, not presently known to us, or determinations by judges, juries or other finders of fact which are inconsistent with our evaluation of the possible liability or outcome of such litigation. In addition, we may be subject to litigation which has not yet been filed.

19. Our inability to retain or recruit key personnel Our success and ability to properly manage our business depends to a significant extent upon our ability to attract, develop and retain qualified employees, including executive and senior management and talented merchants. Competition for talented employees within our industry is intense. Failure to recruit and retain such personnel and implement appropriate succession planning, including the transition of new executives, particularly at the CEO and executive level, could jeopardize our continued and sustained success.

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20. Our inability to achieve the results of our restructuring program During the fourth quarter of fiscal 2014, we initiated a multi-year restructuring program, including the acceleration of domestic store closures and an organizational realignment, to ensure that resources align with long-term growth initiatives. The Company has substantially completed this restructuring program; however, the benefits associated with the restructuring program may vary materially from estimates as a result of various factors including: the timing and success in execution of the restructuring program, outcome of negotiations with landlords and other third parties, inventory levels, and changes in management’s assumptions and projections. As a result of these events and circumstances, delays and unexpected costs may occur, which could result in our not realizing some of the anticipated benefits of the restructuring program.

21. Our inability to achieve the results of our strategic initiatives During the first quarter of fiscal 2016, we announced significant initiatives designed to further align the organizational structure for long-term growth and to reduce COGS and SG&A. 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, they may not deliver all of the results we expect. Moreover, 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. In addition, there is no assurance that we can complete the implementation of all 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.

22. Our inability to operate our business within our financial covenants or to replace our credit facility Our revolving credit agreement and term loan contain various affirmative and negative covenants that may restrict the ability of the Company to incur indebtedness, grant liens, engage in mergers, make certain investments, pay dividends or distributions on our common stock or enter into sales-leaseback transactions. The agreement also contains financial covenants that require the Company to maintain certain financial ratios. The ability of the Company to comply with these provisions may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default which, if not cured or waived, could accelerate the Company's repayment obligations. Also, the inability to obtain credit on commercially reasonable terms in the future when this facility expires could adversely impact our liquidity and results of operations. In addition, market conditions could potentially impact the size and terms of a replacement facility or facilities.

23. War, terrorism or other catastrophes In the event of war, acts of terrorism or the threat of terrorist attacks, public health crises, or weather catastrophes, consumer spending could significantly decrease for a sustained period. In addition, local authorities or shopping center management could close in response to any immediate security concern, public health concern or weather catastrophe such as hurricanes, earthquakes, or tornadoes. Similarly, war, acts of terrorism, threats of terrorist attacks, or a weather catastrophe could severely and adversely affect our National Store Support Center (“NSSC”) campus, our Distribution Center, or our entire supply chain.

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24. Our inability to protect our brands’ reputation Our ability to protect our brands’ reputation is an integral part of our general success strategy and is critical to the overall value of the brands. If we fail to maintain high standards for merchandise quality and integrity in our business conduct or fail to address other risk factors, such failures could jeopardize our brands' reputations. Consumers value readily available information from social media and other sources concerning retailers and their goods and services and many times act on such information without further investigation in regards to its accuracy. Any negative publicity, whether true or not, may affect our reputation and brand and, consequently, reduce demand for our merchandise, decrease customer and investor loyalty, and affect our vendor relationships.

25. Our inability to protect our intellectual property While we devote significant resources to the protection of our intellectual property, others may still attempt to imitate our products or infringe upon our intellectual property rights. Other parties may also claim that some of our products infringe on their trademarks, copyrights, or other intellectual property rights. In addition, the intellectual property laws and enforcement practices in many foreign countries can be substantially different from those in the United States. There are also inherent challenges with enforcing intellectual property rights on third party e-commerce websites, especially those based in foreign jurisdictions. We have taken steps to protect and enforce our intellectual property rights in these arenas, but cannot guarantee that such rights are not infringed.

26. Stock price volatility The market price of our common stock has fluctuated substantially in the past and may continue to do so in the future. Future announcements or management discussions concerning us or our competitors, sales and profitability results, quarterly variations in operating results or comparable sales, changes in earnings estimates by analysts or the failure of investors or analysts to understand our business strategies or fundamental changes in our business or sector, among other factors, could cause the market price of the common stock to fluctuate substantially. In addition, stock markets, in general, have experienced extreme price and volume volatility in recent years. This volatility has had a substantial effect on the market prices of securities of many public companies for reasons frequently unrelated to the operating performance of the specific companies.

27. Our business could be impacted as a result of actions by activist shareholders or others From time to time, we may be subject to legal and business challenges in the operation of our Company due to proxy contests, shareholder proposals, media campaigns and other such actions instituted by activist shareholders or others. Responding to such actions is costly and time-consuming, disrupts our operations, may not align with our business strategies and may divert the attention of our Board of Directors and senior management from the pursuit of current business strategies. Perceived uncertainties as to our future direction or changes to the composition of our Board of Directors as a result of shareholder activism may lead to the perception of instability in the organization and its future and may make it more difficult to attract and retain qualified personnel and business partners.

28. Disadvantageous lease obligations and commercial retail consolidation We have, and will continue to have, significant lease obligations. If an existing or future store is not profitable, and we decide to close it, we may nonetheless be committed to fulfill our obligations under the applicable lease including paying the base rent for the balance of the lease term. Additionally, continued consolidation in the commercial retail real estate market could affect our ability to successfully negotiate favorable rental terms for our stores in the future and could concentrate our leases with fewer landlords who may then be in a position to dictate unfavorable terms to us due to their significant negotiating leverage. If we are unable to enter into new leases or renew existing leases on terms acceptable to us or be released from our obligations under leases for stores that we close this could affect our ability to profitably operate our stores.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

Stores

At fiscal year-end for 2016, 2015 and 2014 our total consolidated selling square feet was 3.6 million, 3.7 million and 3.7 million, respectively. For a general description of our leases, see Note 1 to our financial statements under the heading "Operating Leases." As of January 28, 2017, our 1,501 stores were located in 48 states, the U.S. Virgin Islands, Puerto Rico and Canada, as follows:

Alabama	20	Maine	4	Oklahoma	15
Arizona	34	Maryland	40	Oregon	17
Arkansas	12	Massachusetts	34	Pennsylvania	70
California	150	Michigan	36	Rhode Island	5
Colorado	24	Minnesota	28	South Carolina	35
Connecticut	23	Mississippi	12	South Dakota	4
Delaware	8	Missouri	30	Tennessee	34
Florida	127	Montana	6	Texas	136
Georgia	56	Nebraska	10	Utah	11
Hawaii	1	Nevada	21	Vermont	1
Idaho	6	New Hampshire	6	Virginia	48
Illinois	64	New Jersey	51	Washington	29
Indiana	24	New Mexico	8	West Virginia	4
Iowa	7	New York	62	Wisconsin	18
Kansas	14	North Carolina	48	U.S. Virgin Islands	1
Kentucky	17	North Dakota	5	Puerto Rico	8
Louisiana	21	Ohio	46	Ontario, Canada	10

NSSC and Distribution Centers

Our NSSC is located on approximately 65 acres in Fort Myers, Florida and consists of approximately 504,000 square feet of office space. Our distribution center is located on approximately 110 acres in Winder, Georgia and consists of approximately 583,000 square feet of distribution, fulfillment, call center and office space.

ITEM 3. LEGAL PROCEEDINGS

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 will continue to vigorously defend the matter. At this time, 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. No specific dollar amount in damages or other relief is specified in the Complaint, and the Company is unable to estimate any potential loss or range of loss. However, if the case were to proceed as a class action and the Company were to be unsuccessful in its defense on the merits, the ultimate resolution of the case could have a material adverse effect on the Company’s consolidated financial condition.

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, and settlement notices have been distributed. If finally approved, the proposed settlement will not have a material adverse effect on the Company’s consolidated financial condition or results of operations.

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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. The Complaint alleged many of the same Labor Code violations as Ackerman, described above. Given the overlap with the Ackerman case, the Court stayed the matter pending final approval of the Ackerman proposed settlement. In October 2016, the parties agreed to lift the stay and to resolve the matter as an individual action. The Court has since dismissed the case. The settlement amount was immaterial.

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. The Complaint alleged many of the same Labor Code violations as Ackerman, described above. Given the overlap with the Ackerman case, the court stayed the matter pending final approval of the Ackerman proposed settlement. The Company and the plaintiff subsequently agreed to a lifting of the stay and a filing of an amended complaint in early November. The Company removed the case to the United States District Court for the Eastern District of California on November 9, 2016. In the First Amended Complaint, the plaintiffs make similar claims, but only on behalf of three individuals, and they do not seek class status. The Company disputes the allegations of the First Amended Complaint and, as the matter is no longer a putative class action, is confident that this case will not have a material adverse effect on the Company’s consolidated financial condition or results of operation.

In July 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. Following voluntary mediation of the matter in November of 2016, the parties entered into a settlement agreement, which is subject to court review and approval. If finally approved, the settlement will not have a material adverse effect on the Company’s consolidated financial condition or results of operation.

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock trades on the NYSE under the symbol “CHS”. On February 24, 2017, the last reported sale price of the Common Stock on the NYSE was $14.75 per share. The number of holders of record of common stock on February 24, 2017 was 1,218.

The following table sets forth, for the periods indicated, the range of high and low sale prices for the Common Stock, as reported on the NYSE:

For the Fiscal Year Ended January 28, 2017
	High		Low
Fourth Quarter (October 30, 2016 – January 28, 2017)	$	16.70	$	11.28
Third Quarter (July 30, 2016 – October 29, 2016)	12.68		11.23
Second Quarter (May 1, 2016 – July 30, 2016)	12.72		10.15
First Quarter (January 31, 2016 - April 30, 2016)	13.27		9.73
For the Fiscal Year Ended January 30, 2016
	High		Low
Fourth Quarter (November 1, 2015 – January 30, 2016)	$	13.77	$	9.69
Third Quarter (August 2, 2015 – October 31, 2015)	17.00		13.68
Second Quarter (May 3, 2015 – August 1, 2015)	17.29		14.97
First Quarter (February 1, 2015 - May 2, 2015)	18.38		16.60

In fiscal 2016, we declared four quarterly dividends of $0.08 per share, resulting in an annualized dividend of $0.32 per share. In fiscal 2015, we declared four quarterly dividends of $0.0775 per share, resulting in an annualized dividend of $0.31 per share.

On February 22, 2017, we announced that our Board of Directors declared a quarterly dividend of $0.0825 per share on our common stock. The dividend will be payable on March 27, 2017 to shareholders of record at the close of business on March 13, 2017.

In fiscal 2015, we executed accelerated share repurchase agreements ( the “ASR Agreements”) and purchased $250 million of the Company's common stock under our $300 million share repurchase authorization announced in December 2013. In November 2015, we announced a new $300 million share repurchase authorization for the Company's common stock and canceled the remainder of the December 2013 authorization, which had $40 million remaining. During the fourth quarter of fiscal 2016, we repurchased 1.6 million shares of the Company's common stock, for a total fiscal 2016 repurchase of 8.1 million shares at approximately $96.4 million. There was approximately $163.6 million remaining under the program at the end of fiscal 2016. 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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In fiscal 2016, we repurchased 430,499 restricted shares in connection with employee tax withholding obligations under employee compensation plans, of which 35,447 were repurchased in the fourth quarter and are included in the following chart (amounts in thousands except share and per share amounts):

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Publicly Announced Plans
October 30, 2016 – November 26, 2016	1,184,607	$	12.18	1,180,341	$	169,292
November 27, 2016 – December 31, 2016	299,002	$	14.93	268,858	$	165,289
January 1, 2017 – January 28, 2017	115,807	$	14.36	114,770	$	163,642
Total	1,599,416	$	12.85	1,563,969

Five Year Performance Graph

The following graph compares the cumulative total return on our common stock with the cumulative total return of the companies in the Standard & Poor’s (“S&P”) 500 Index and the Standard & Poor’s 500 Apparel Retail Index. Cumulative total return for each of the periods shown in the Performance Graph is measured assuming an initial investment of $100 on January 28, 2012 and the reinvestment of dividends.

	01/28/12		02/02/13		02/01/14		01/31/15		01/30/16		01/28/17
Chico’s FAS, Inc.	$	100	$	159	$	149	$	153	$	97	$	122
S&P 500 Index	$	100	$	118	$	141	$	162	$	161	$	194
S&P 500 Apparel Retail Index	$	100	$	135	$	156	$	197	$	212	$	211

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ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data at the dates and for the periods indicated should be read in conjunction with, and is qualified in its entirety by reference to the consolidated financial statements and the notes thereto referenced in this Annual Report on Form 10-K. Amounts in the following tables are in thousands, except per share data, and number of stores data.

	Fiscal Year
	2016 (52 weeks)			2015 (52 weeks)			2014 (52 weeks)			2013 (52 weeks)			2012 (53 weeks)
	(dollars in thousands)
Summary of operations:1
Net sales	$	2,476,410		$	2,660,635		$	2,693,929		$	2,604,411		$	2,590,024
Gross margin	946,836			1,026,871			1,034,238			1,049,353			1,124,060
Gross margin as a percent of net sales	38.2		%	38.6		%	38.4		%	40.3		%	43.4		%
Income from operations	140,702			(13,084		)	116,343			141,183			287,538
Income from operations as a percent of net sales	5.7		%	(0.5		)%	4.3		%	5.5		%	11.1		%
Net income	91,229			1,946			64,641			65,883			180,219
Net income as a percent of net sales	3.7		%	0.1		%	2.4		%	2.5		%	6.9		%
Per share data:
Net income per common share-basic	$	0.69		$	0.01		$	0.42		$	0.41		$	1.09
Net income per common and common equivalent share–diluted	$	0.69		$	0.01		$	0.42		$	0.41		$	1.08
Weighted average common shares outstanding–basic	128,995			138,366			148,622			155,048			162,989
Weighted average common and common equivalent shares outstanding–diluted	129,237			138,741			149,126			155,995			164,119
Cash dividends per share	$	0.32		$	0.31		$	0.30		$	0.24		$	0.21
Balance sheet data (at year end):
Cash and marketable securities	$	192,505		$	140,145		$	259,912		$	152,446		$	329,358
Total assets	1,108,994			1,166,052			1,438,581			1,371,191			1,580,628
Working capital	174,766			167,190			255,405			167,568			282,913
Long-term debt	68,535			82,219			—			—			—
Stockholders’ equity	609,173			639,788			943,621			909,103			1,093,199
Other selected operating data:
Percentage (decrease) increase in comparable sales	(3.7		)%	(1.5		)%	0.0		%	(1.8		)%	7.2		%
Purchases of property and equipment, net	$	47,836		$	84,841		$	119,817		$	138,510		$	164,690
Total depreciation and amortization	109,251			118,800			122,269			118,303			108,471
Goodwill and trade name impairment, pre-tax charges	—			112,455			30,100			72,466			—
Restructuring and strategic charges, pre-tax	31,027			48,801			16,745			—			—
Total stores at year end	1,501			1,518			1,547			1,472			1,357
Total selling square feet (in thousands)	3,612			3,652			3,706			3,547			3,271

____________________________

¹  Five-year table includes the operating results of Boston Proper through fiscal 2015.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto. References herein to “Notes” refer to the Notes to our consolidated financial statements.

EXECUTIVE OVERVIEW

We are a leading omni-channel specialty retailer of women’s private branded, sophisticated, casual-to-dressy clothing, intimates and complementary accessories, 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, our various websites and 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.

2016 FinancialHighlights

• Earnings per share of $0.69 compared to $0.01 last year

• $138.7 million returned to shareholders, consisting of $96.4 million in share repurchases and $42.3 million in dividends

• Reduction in SG&A of 180 basis points as a percent of sales

• Decrease in inventory, reflecting improved management

• Generated approximately $30 million savings from cost reduction and operating efficiency initiatives

Income from Operations and Select Charges

The following table depicts income from operations and select charges for fiscal 2016, 2015, and 2014:

	Fiscal 2016		Fiscal 2015			Fiscal 2014
	(dollars in millions)
Income from operations	$	140.7	$	(13.1	)	$	116.3
Restructuring and strategic charges	$	31.0	$	48.8		$	16.7
Goodwill and intangible impairment charges	$	—	$	112.5		$	30.1

Earnings per diluted share for fiscal 2016 was $0.69 compared to $0.01 in fiscal 2015. The change in earnings per share reflects the increase in net income and the impact of share repurchases in fiscal 2016.

Key Initiatives

The initiatives announced in fiscal 2016 included:

• realigning marketing and digital commerce functions, placing the decision makers directly into the Company's three brands

• completing an organizational redesign, including transition of key executive leadership

• improving supply chain efficiency, reducing non-merchandise expenses and optimizing marketing spend

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Future Outlook

For the full year of fiscal 2017, the Company is anticipating:

• a low single-digit percentage decline in comparable sales

• gross margin and SG&A leverage

• approximately 10 store openings and 50 store closings

• $50 million savings from cost reduction and operating efficiency initiatives

RESULTS OF OPERATIONS

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 fiscal 2016, 2015, and 2014:

Net sales:	Fiscal 2016		%		Fiscal 2015		%		Fiscal 2014		%
	(dollars in millions)
Chico’s	$	1,286	51.9	%	$	1,364	51.3	%	$	1,385	51.4	%
WHBM	846		34.2	%	875		32.9	%	892		33.1	%
Soma	344		13.9	%	335		12.6	%	314		11.6	%
Boston Proper1	—		—		87		3.2	%	103		3.9	%
Total net sales	$	2,476	100.0	%	$	2,661	100.0	%	$	2,694	100.0	%

¹We completed the sale of the Boston Proper direct-to-consumer business and closed all Boston Proper stores in fiscal 2015.

For fiscal 2016, net sales were $2.5 billion compared to $2.7 billion in fiscal 2015. This decrease of 6.9% included $87.0 million related to Boston Proper last year. When excluding Boston Proper from fiscal 2015, net sales decreased3.8%, primarily reflecting a decline in comparable sales of 3.7%, comprised of reduced transaction count and lower average dollar sale. Comparable sales is defined as sales from stores open for the preceding twelve months, including stores that have been expanded, remodeled, or relocated within the same general market and includes online and catalog sales. International and Boston Proper sales are excluded from comparable sales calculations.

Net sales decreased 1.2% in fiscal 2015 to $2.7 billion from $2.7 billion in fiscal 2014, primarily reflecting a 1.5% decrease in comparable sales, partially offset by the full year benefit of 2014 new store openings. The 2015 comparable sales reflected a decrease in average dollar sale and flat transaction count.

The following table depicts comparable sales percentages for Chico's, WHBM and Soma for fiscal 2016, 2015 and 2014:

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Chico's	(5.3	)%	(2.0	)%	(0.5	)%
WHBM	(2.8	)%	(2.5	)%	(1.7	)%
Soma	0.5	%	3.1	%	8.0	%
Total Company	(3.7	)%	(1.5	)%	0.0	%

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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 net sales for fiscal 2016, 2015 and 2014:

	Fiscal 2016			Fiscal 2015			Fiscal 2014
	(dollars in millions)
Cost of goods sold	$	1,530		$	1,634		$	1,660
Gross margin	$	947		$	1,027		$	1,034
Gross margin percentage	38.2		%	38.6		%	38.4		%

For fiscal 2016, gross margin was $947 million, or 38.2%, compared to $1,027 million, or 38.6%, in fiscal 2015. When excluding Boston Proper from fiscal 2015, gross margin decreased 60 basis points in fiscal 2016 compared to gross margin of $1,000 million, or 38.8%, last year. This 60 basis point decrease from the 2015 adjusted gross margin rate primarily reflects deleverage of occupancy costs and incentive compensation, partially offset by an improvement in merchandise margin.

For fiscal 2015, gross margin was $1,027 million compared to $1,034 million in fiscal 2014. As a percentage of net sales, gross margin was 38.6%, a 20 basis point increase from fiscal 2014, primarily reflecting a decrease in promotional activity in response to improved inventory management in fiscal 2015. When excluding Boston Proper in fiscal 2015 and fiscal 2014, gross margin was $1,000 million and $997 million, or 38.8% and 38.5% of net sales, respectively.

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 net sales for fiscal 2016, 2015 and 2014:

	Fiscal 2016			Fiscal 2015			Fiscal 2014
	(dollars in millions)
Selling, general and administrative expenses	$	775		$	879		$	871
Percentage of total net sales	31.2		%	33.0		%	32.3		%

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For fiscal 2016, selling, general and administrative expenses ("SG&A") were $775 million, or 31.2%, compared to $879 million, or 33.0%, in fiscal 2015. When excluding Boston Proper from fiscal 2015, SG&A decreased $56 million, or 110 basis points, compared to $831 million, or 32.3%, last year. This decrease is primarily due to a reduction in unproductive marketing spend and improvements in store labor productivity, partially offset by an increase in incentive compensation.

For fiscal 2015, SG&A was $879 million compared to $871 million in fiscal 2014. As a percentage of net sales, SG&A was 33.0%, a 70 basis point increase from fiscal 2014 primarily reflecting an increase in marketing spend, point-of-sale implementation costs and accrued incentive compensation, partially offset by benefits from previously announced cost reduction efforts. When excluding Boston Proper in fiscal 2015 and fiscal 2014, SG&A was $831 million and $821 million, or 32.3% and 31.7% of net sales, respectively.

Goodwill and Intangible Impairment Charges

In fiscal 2015, primarily based on declining market indications of value as evidenced by our non-binding letter of intent, the Company determined that certain Boston Proper intangibles were impaired and recorded $112.5 million in pre-tax, non-cash intangible impairment charges. The $112.5 million Boston Proper impairment charges included $48.9 million related to goodwill, $39.4 million related to the trade name and $24.2 million related to customer relationship intangible. The fiscal 2015 after-tax impact of the Boston Proper impairment charges totaled $88.4 million, or $0.63 per diluted share. The remaining value of the Boston Proper intangible assets was included in the sale of the assets and liabilities of the Boston Proper business in January 2016.

Restructuring and Strategic Charges

In 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 connection with this effort, in fiscal 2016, we recorded pre-tax restructuring and strategic charges of $31.0 million, primarily consisting of $12.0 million in outside services, $9.5 million in severance costs and $5.7 million in proxy solicitation costs. The fiscal 2016 after-tax impact of the restructuring and other charges totaled $19.4 million, or $0.15 per diluted share. Effective in the third quarter of fiscal 2016, we have substantially completed our restructuring program and do not expect additional charges to be incurred.

In connection with our restructuring and strategic activities, in fiscal 2016 we continued to evaluate future store closures and adjusted the estimated store closures to approximately 150 through fiscal 2017, including the Boston Proper stores, with 103 stores closed across our brands through fiscal 2016. We do not expect to incur any material additional cash charges related to lease termination expenses.

In fiscal 2015, we recorded pre-tax restructuring and strategic charges of $48.8 million, primarily consisting of $22.0 million in non-cash property and equipment impairment charges, $9.6 million in lease termination charges, $8.3 million in continuing employee-related costs and $6.9 million in severance charges and termination benefits. The fiscal 2015 after-tax impact of the restructuring and other charges totaled $30.3 million, or $0.21 per diluted share.

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Provision for Income Taxes

Our effective tax rate was 34.2%, 113.0% and 44.5%, for fiscal 2016, 2015 and 2014, respectively. The fiscal 2016 effective tax rate reflects an additional benefit related to the disposition of Boston Proper's stock. The fiscal 2015 and 2014 effective tax rates reflect the impact of the Boston Proper goodwill impairment charges, partially offset in fiscal 2015 by an outside basis difference realized upon the sale and subsequent liquidation of the Boston Proper business. Excluding the tax impacts of the Boston Proper goodwill impairment charges, outside basis difference and subsequent liquidation, the fiscal 2016, 2015 and 2014 effective tax rates would have been 37.2%, 36.6% and 36.4%, respectively.

Net Income and Earnings Per Diluted Share

Net income for fiscal 2016 was $91.2 million, or $0.69 per diluted share, compared to net income for fiscal 2015 of $1.9 million, or $0.01 per diluted share. The change in earnings per share reflects the increase in fiscal 2016 net income and the impact of share repurchases. Fiscal 2016 results included the impact of restructuring and strategic charges primarily related to outside services, severance costs and proxy solicitation costs of $19.4 million after-tax, or $0.15 per diluted share, partially offset by a $0.03 tax benefit related to the disposition of the Boston Proper DTC business.

Net income for fiscal 2015 was $1.9 million compared to $64.6 million in fiscal 2014. Earnings per diluted share for fiscal 2015 were $0.01 compared to $0.42 per diluted share in fiscal 2014. The change in earnings per share reflects the decrease in net income, partially offset by the impact of share repurchases in fiscal 2015. Fiscal 2015 results included the impact of Boston Proper non-cash goodwill and intangible impairment charges of $88.4 million after-tax, or $0.63 per diluted share, as well as restructuring and strategic charges primarily related to the exit of Boston Proper, CEO transition costs, store closures and other impairment charges, and employee termination benefits, of $30.3 million after-tax, or $0.21 per diluted share, partially offset by a $0.19 tax benefit related to the disposition of the Boston Proper DTC business.

Liquidity and Capital Resources

Overview

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 expanded, relocated and remodeled stores; and information technology.

Operating Activities

Net cash provided by operating activities in. fiscal 2016 was $230.7 million, an increase of approximately $33.7 million from fiscal 2015. This increase primarily reflected the change in working capital and an increase in 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. The change in working capital is primarily due to a decrease in income tax receivable.

Net cash provided by operating activities in fiscal 2015 was $197.0 million, a decrease of approximately $85.5 million from fiscal 2014. This decrease is primarily due to changes in working capital reflecting the sale of Boston Proper, severance payments and timing of payables. These charges were partially offset by the impact of impairment and restructuring and strategic charges of $112.5 million, an increase of $82.4 million over fiscal 2014.

Investing Activities

Net cash used in investing activities for fiscal 2016 was $31.8 million compared to $0.5 million provided by investing activities for fiscal 2015. The fiscal 2016 results reflect net purchases of property and equipment totaling $47.8 million, offset by proceeds from the sale of land of $16.2 million. Fiscal 2015 results included net purchases of property and equipment totaling $84.8 million, offset by a $76.3 million net decrease in marketable securities related to share repurchases and proceeds from the sale of Boston Proper.

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Net cash provided by investing activities for fiscal 2015 was $0.5 million compared to $130.5 million used in investing activities for fiscal 2014, reflecting a $76.3 million net decrease in marketable securities in fiscal 2015 related to the funding of the ASR Agreements compared to a $10.6 million net increase in fiscal 2014. Investing activities in fiscal 2015 included net purchases of property and equipment totaling $84.8 million compared to $119.8 million in fiscal 2014, primarily as a result of fewer store openings in fiscal 2015.

Financing Activities

Net cash used in financing activities for fiscal 2016 was $146.7 million compared to $240.4 million in fiscal 2015. The fiscal 2016 decrease in net cash used in financing activities primarily reflects a decrease of $201.0 million in share repurchases in fiscal 2016 compared to fiscal 2015, partially offset by net borrowings of $92.5 million under our Credit Agreement in fiscal 2015. In fiscal 2016, we paid four cash dividends at $0.08 per share on our common stock, totaling $42.3 million and received $4.4 million in proceeds from issuing approximately 1.8 million shares related to employee stock ownership plans and stock option exercises.

Net cash used in financing activities for fiscal 2015 was $240.4 million compared to $55.6 million in fiscal 2014. The fiscal 2015 increase in net cash used in financing activities primarily reflects $290.0 million in share repurchases under our ASR Agreements and open market partially offset by $92.5 million in net proceeds from borrowings under the Credit Agreement, as further discussed in Note 10. In fiscal 2015, we paid four cash dividends at $0.0775 per share on our common stock, totaling $43.7 million and received $10.6 million in proceeds from issuing approximately 1.7 million shares related to employee stock ownership plans and stock option exercises.

Store and Franchise Activity

During fiscal 2016, we had 17 net closures, consisting of 18 Chico's stores and 6 WHBM stores partially offset by 7 Soma store net openings. In fiscal 2017, we anticipate opening approximately 10 stores while closing 50 stores in our efforts to continue our capital allocation and cost reduction initiatives. We expect 14-18 net closures of Chico's stores, 14-18 net closures of WHBM stores and 6-10 net closures of Soma stores. We continuously evaluate the appropriate new store growth rate and closures in light of economic conditions and may adjust the growth rate and closures as conditions require or as opportunities arise. As of January 28, 2017, we also sold merchandise through 91 franchise locations in Mexico.

Contractual Obligations

The following table summarizes our contractual obligations at January 28, 2017:

	Total		One year or less		2-3 years		4-5 years		After 5 years
	(in millions)
Operating leases	$	912	$	189	$	303	$	237	$	183
Purchase orders	366		365		1		—		—
Capital expenditures	4		4		—		—		—
Long-term debt obligations	85		16		30		39		—
Total	$	1,367	$	574	$	334	$	276	$	183

As of January 28, 2017, our contractual obligations consisted of: 1) amounts outstanding under operating leases, 2) open purchase orders for inventory and other operating expenses, in the normal course of business, 3) contractual commitments for fiscal 2017 capital expenditures and 4) long-term debt obligations.

Until formal resolutions are reached between us and the relevant taxing authorities, we are unable to estimate a final determination related to our uncertain tax positions and therefore, we have excluded the uncertain tax positions, totaling $5.2 million at January 28, 2017 from the above table.

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Credit Facility

On May 4, 2015, we entered into a credit agreement (the “Agreement”) among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., as Syndication Agent and other lenders. Our obligations under the Agreement are guaranteed by certain of our material U.S. subsidiaries. The Agreement provides for a term loan commitment in the amount of $100.0 million, of which $100.0 million was drawn at closing, and matures on May 4, 2020. The Agreement also provides for a $100.0 million revolving credit facility, of which $24.0 million was drawn at closing and was repaid in the second quarter of 2015. The Agreement has borrowing options which accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate plus an interest rate margin, as defined in the Agreement. The Agreement also requires us to maintain certain maximum leverage ratio (as defined in the Agreement) of no more than 3.50 to 1.00 until July 31, 2018, and 3.25 to 1.00 after July 31, 2018, and a minimum fixed coverage charge of not less than 1.20 to 1.00. As of January 30, 2016, the Company was in compliance with all financial covenant requirements of the Agreement. For a more detailed description of the interest rate options and the financial covenants, please see Note 10.

On May 4, 2015, in connection with our entry into the Agreement, we repaid and terminated, with no prepayment penalties, the $124.0 million outstanding obligation under our 2011 revolving credit facility. We used the proceeds from the initial draw of the term loan and revolving credit facility of the Agreement to repay such obligations.

As of January 28, 2017, $84.8 million in net borrowings under the term loan were outstanding under the Agreement, and are reflected as $16.3 million in current debt and $68.5 million in long-term debt in the accompanying consolidated balance sheet.

Off-Balance Sheet Arrangements

At January 28, 2017 and January 30, 2016, we did not have any relationship with unconsolidated entities or financial partnerships for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes.

Critical Accounting Policies

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

Inventory Valuation and Shrinkage

We identify potentially excess and slow-moving inventories by evaluating inventory aging, turn rates and inventory levels in conjunction with our overall sales trend. Further, inventory realization exposure is identified through analysis of gross margins and markdowns in combination with changes in current business trends.We record excess and slow-moving inventories at net realizable value and may liquidate certain slow-moving inventory through third parties. Historically, the variation of those estimates to actual results is immaterial and material variation is not expected in the future.

We estimate our expected shrinkage of inventories between our physical inventory counts by using average store shrinkage experience rates, which are updated on a regular basis. Historically, the variation of those estimates to actual results is immaterial and material variation is not expected in the future.    

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Revenue Recognition

Retail sales by our stores are recorded at the point of sale and are net of estimated customer returns, sales discounts under rewards programs and company issued coupons, promotional discounts and employee discounts. For sales from our websites and catalogs, revenue is recognized at the time we estimate the customer receives the product, which is typically within a few days of shipment. Amounts related to shipping and handling costs billed to customers are recorded in net sales and the related shipping and handling costs are recorded in cost of goods sold in the accompanying consolidated statements of income. Amounts paid by customers to cover shipping and handling costs are immaterial.

Our gift cards do not have expiration dates. We account for gift cards by recognizing a liability at the time the gift card is sold. The liability is relieved and revenue is recognized for gift cards upon redemption. In addition, we recognize revenue for the amount of gift cards expected to go unredeemed (commonly referred to as gift card breakage) under the redemption recognition method. This method records gift card breakage as revenue on a proportional basis over the redemption period based on our historical gift card breakage rate. We determine the gift card breakage rate based on our historical redemption patterns. We recognize revenue on the remaining unredeemed gift cards based on determining that the likelihood of the gift card being redeemed is remote and that there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions.

Soma offers a points based loyalty program in which customers earn points based on purchases. Attaining specified loyalty point levels results in the issuance of reward coupons to discount future purchases. As program members accumulate points, we accrue the estimated future liability, adjusted for expected redemption rates and expirations. The liability is relieved and revenue is recognized for loyalty point reward coupons upon redemption. In addition, we recognize revenue on unredeemed points when it can be determined that the likelihood of the point being redeemed is remote and there is no legal obligation to remit the point value. We determined the loyalty point breakage rate based on historical and redemption patterns.

As part of the normal sales cycle, we receive customer merchandise returns related to store, website and catalog sales. To account for the financial impact of potential customer merchandise returns, we estimate future returns on previously sold merchandise. Reductions in sales and gross margin are recorded for estimated merchandise returns based on return history, current sales levels and projected future return levels.

Our policy towards taxes assessed by a government authority directly imposed on revenue producing transactions between a seller and a customer is, and has been, to exclude all such taxes from revenue.

Evaluation of Long-Lived Assets, Goodwill and Indefinite-Lived Intangible Assets

Long-lived assets are reviewed periodically for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. If future undiscounted cash flows expected to be generated by the asset are less than its carrying amount, an asset is determined to be impaired, and a loss is recorded for the amount by which the carrying value of the asset exceeds its fair value. The fair value of an asset is estimated using estimated future cash flows of the asset discounted by a rate commensurate with the risk involved with such asset while incorporating marketplace assumptions. The estimate of future cash flows requires management to make certain assumptions and to apply judgment, including forecasting future sales and the useful lives of the assets. We exercise our best judgment based on the most current facts and circumstances surrounding our business when applying these impairment rules. We establish our assumptions and arrive at the estimates used in these calculations based upon our historical experience, knowledge of the retail industry and by incorporating third-party data, which we believe results in a reasonably accurate approximation of fair value. Nevertheless, changes in the assumptions used could have an impact on our assessment of recoverability.

We review our goodwill for impairment at the reporting unit level on an annual basis, or when circumstances indicate its carrying value may not be recoverable. We evaluate the appropriateness of performing a qualitative assessment, on a reporting unit level, based on current circumstances. If the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the two-step impairment test will be performed. If we conclude that this is not the case, then the two-step impairment test will not be required. We may elect to skip the qualitative assessment and perform the two-step impairment test. The first step of the impairment test compares the fair value of our reporting units with their carrying amounts, including goodwill. If the carrying amount exceeds the fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Fair value is determined based on both an income approach and market approach. The income approach is based on estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant, while the market approach is based on sales and EBITDA multiples of similar companies and/or transactions, or other available indications of value.

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We review our other indefinite-lived intangible assets for impairment on an annual basis, or when circumstances indicate its carrying value may not be recoverable. We evaluate the appropriateness of performing a qualitative assessment based on current circumstances. If the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we calculate the value of the indefinite-lived intangible assets using a discounted cash flow method, based on the relief from royalty concept.

Operating Leases

Rent expense under store operating leases is recognized on a straight-line basis over the term of the leases. Landlord incentives, “rent-free” periods, rent escalation clauses and other rental expenses are also amortized on a straight-line basis over the term of the leases, including the construction period. This is generally 60–90 days prior to the store opening date, when we generally begin improvements in preparation for our intended use. Tenant improvement allowances are recorded as a deferred lease credit within deferred liabilities and amortized as a reduction of rent expense over the term of the lease.

Income Taxes

Income taxes are accounted for in accordance with authoritative guidance, which requires the use of the asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In fiscal 2015, we early adopted ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes and have classified all deferred taxes as non-current in our accompanying consolidated balance sheets. Inherent in the measurement of deferred balances are certain judgments and interpretations of existing tax law and published guidance as applicable to our operations. Deferred tax assets are reduced, if necessary, by a valuation allowance to the extent future realization of those tax benefits are uncertain. Our effective tax rate considers management’s judgment of expected tax liabilities within the various taxing jurisdictions in which we are subject to tax.

We record amounts for uncertain tax positions that management believes are supportable, but are potentially subject to successful challenge by the applicable taxing authority. Consequently, changes in our assumptions and judgments could affect amounts recognized related to income tax uncertainties and may affect our consolidated results of operations or financial position. We believe our assumptions for estimates continue to be reasonable, although actual results may have a positive or negative material impact on the balances of such tax positions. Historically, the variation of estimates to actual results is immaterial and material variation is not expected in the future.

Stock-Based Compensation Expense

Stock-based compensation expense for all awards is based on the grant date fair value of the award, net of estimated forfeitures, and is recognized over the requisite service period of the awards. Compensation expense for restricted stock awards and stock options with a service condition is recognized on a straight-line basis over the requisite service period. Compensation expense for performance-based awards with a service condition is recognized ratably for each vesting tranche based on our estimate of the level and likelihood of meeting certain Company-specific performance goals. The calculation of stock-based compensation expense involves estimates that require management’s judgment. We are required to estimate the expected forfeiture rate for all stock-based awards, and only recognize expense for those shares expected to vest. In determining the portion of the stock-based payment award that is ultimately expected to be earned, we derive forfeiture rates based on historical data. In accordance with the authoritative guidance, we revise our forfeiture rates, when necessary, in subsequent periods if actual forfeitures differ from those originally estimated. As a result, in the event that a grant’s actual forfeiture rate is materially different from its estimate at the completion of the vesting period, the stock-based compensation expense could be significantly different from what we recorded in current and prior periods.

For performance-based awards, estimates include the probable number of shares that will ultimately be issued based on the likelihood of meeting the respective performance condition. We estimate the probable vesting based on current financial performance forecasts for the relevant performance metrics. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

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Recent Accounting Pronouncements

In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory. ASU 2016-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. ASU 2016-16 requires companies to recognize the income tax effects of intercompany sales or transfers of other assets in the income statement as income tax expense (benefit) in the period the sale or transfer occurs. Additionally, companies would evaluate whether the tax effects of the intercompany sales of transfers of non-inventory assets should be included in their estimates of annual effective tax rates by using today's interim guidance on income tax accounting. ASU 2016-16 will require modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption, which we expect to implement in fiscal 2018. At January 28, 2017 the Company had $6.2 million in assets related to the transfer of intra–entity asset transfers.

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. We have performed preliminary assessments and have concluded that we will continue to estimate expected forfeitures and although the inclusion of excess tax benefits and deficiencies will increase volatility within our provision for income taxes, we do not anticipate a material impact to our consolidated results of operations based upon equity events. Further, the Company notes that all significant excess tax benefits have been realized through a reduction to income taxes payable.

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 and should be applied on a modified retrospective basis. 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. Upon adoption of the standard, we expect to record material right–of–use assets and lease liabilities on the balance sheet approximating the present value of the remaining terms of our leases in fiscal 2019.

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 do not anticipate adoption to have a material impact to our consolidated results of operations, financial position or cash flows.

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 do not, at this time, anticipate a material impact to our consolidated results of operations, financial position or cash flows as a result of the adoption of this ASU.

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. Through our evaluation of the impact of this ASU, we have identified certain changes that are expected to be made to our accounting policies, including: the timing of our recognition of advertising expenses, whereby certain expenses that are currently amortized over their expected period of future benefit will be expensed the first time the advertisement appears, and the balance sheet presentation of merchandise returns as both an asset equal to the inventory value, less estimated processing costs, and a related return liability, compared to the net returns liability currently recorded. We plan to adopt this ASU beginning in the first quarter of fiscal 2018 with a cumulative adjustment to retained earnings as opposed to retrospectively adjusting prior periods. We are continuing to evaluate the impact this ASU, and related amendments and interpretive guidance, will have on our consolidated financial statements.

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Forward-Looking Statements

This Form 10-K 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 product life cycle process, and the future success of our store concepts. These statements may address items such as future sales and sales initiatives, 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-K 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-K, 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” of this Form 10-K, and the following:

Potential risks and uncertainties include: the financial strength of retailing in particular and the economy in general; the extent of financial difficulties or economic uncertainty that may be experienced by customers; our ability to secure and maintain customer acceptance of styles and in-store and online 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 coordinate product development with buying and planning; the quality of merchandise received from suppliers; the ability to efficiently, timely and successfully manage our business in the face of significant economic, labor, political or other shifts in the countries from which our merchandise is supplied; the ability of our suppliers to timely produce and deliver clothing and accessories; the changes in the costs of manufacturing, raw materials, transportation, distribution, labor and advertising; the availability of quality store sites; our ability to manage our store fleet and the risk that our investments in merchandise or marketing initiatives may not deliver the results we anticipate; our ability to successfully navigate the increasing use of on-line retailers for fashion purchases and the pressure that puts on traffic and transactions in our physical stores; the ability to operate our own retail websites in a manner that produces profitable sales; the risk that comparable sales and margins will experience fluctuations; the ability to successfully execute our business strategies, including our previously announced restructuring program and expense initiatives, and to achieve the expected results from them; the continuing performance, implementation and integration of management information systems; the impact of any systems failures, cyber security or other data 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, motivate and retain qualified sales associates, managerial employees and other employees; the successful integration of our new management team; the ability to respond effectively to actions of activist shareholders and others; the ability to utilize our DC and other support facilities in an efficient and effective manner; 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 uprisings, uncertainty or unrest, or other catastrophic events could adversely affect our operations and financial results. In addition, there are potential risks and uncertainties that are uniquely related to our reliance on sourcing from foreign suppliers, including the impact of changes in tariffs, taxes (such as a the passage of a “border adjustment” or similar tax) or other import regulations; changes in governmental policies in or towards foreign countries; currency exchange rates and other similar factors. Moreover, our recent shift to a predominantly FOB (free on board) shipping structure rather than predominantly DDP (delivered duty paid) could result in unexpected costs.

30

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 Annual Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk of our financial instruments as of January 28, 2017 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 primary exposure to interest rate risk relates in part to our revolving line of credit with our bank. On May 4, 2015, we entered into a new credit agreement and repaid, with no prepayment penalties, the then outstanding obligation under our 2011 credit facility. The new agreement, which matures on May 4, 2020, has borrowing options which accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate plus an interest rate margin, as defined in the Agreement. An increase or decrease in market interest rates of 100 basis points would not have a material effect on annual interest expense. 

Our investment portfolio is maintained in accordance with our investment policy which identifies allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. Our investment portfolio consists of cash equivalents and marketable securities including corporate bonds, municipal bonds and U.S. government and agency securities. The marketable securities portfolio as of January 28, 2017, consisted of $26.2 million of securities with maturity dates within one year or less and $24.2 million with maturity dates over one year and less than or equal to two years. We consider all 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 consolidated balance sheets as they are available to support current operational liquidity needs. As of January 28, 2017, 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.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Certified Public Accounting Firm

The Board of Directors and Shareholders of Chico’s FAS, Inc.

We have audited the accompanying consolidated balance sheets of Chico’s FAS, Inc. and subsidiaries as of January 28, 2017 and January 30, 2016, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three fiscal years in the period ended January 28, 2017. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Chico’s FAS, Inc. and subsidiaries at January 28, 2017 and January 30, 2016, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended January 28, 2017, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company has elected to change its principle of accounting for shipping costs to classify such amounts in cost of goods sold effective January 31, 2016.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Chico’s FAS, Inc. and subsidiaries’ internal control over financial reporting as of January 28, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 7, 2017 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Tampa, Florida

March 7, 2017

32

CHICO’S FAS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	FISCAL YEAR ENDED
	January 28, 2017					January 30, 2016					January 31, 2015
	(52 weeks)					(52 weeks)					(52 weeks)
	Amount			% of Sales		Amount			% of Sales		Amount		% of Sales
Net sales	$	2,476,410		100.0	%	$	2,660,635		100.0	%	$	2,693,929	100.0	%
Cost of goods sold	1,529,574			61.8	%	1,633,764			61.4	%	1,659,691		61.6	%
Gross margin	946,836			38.2	%	1,026,871			38.6	%	1,034,238		38.4	%
Selling, general and administrative expenses	775,107			31.2	%	878,699			33.0	%	871,050		32.3	%
Goodwill and intangible impairment charges	—			0.0	%	112,455			4.3	%	30,100		1.2	%
Restructuring and strategic charges	31,027			1.3	%	48,801			1.8	%	16,745		0.6	%
Income from operations	140,702			5.7	%	(13,084		)	(0.5	)%	116,343		4.3	%
Interest (expense) income, net	(1,973		)	(0.1	)%	(1,870		)	0.0	%	98		0.0	%
Income before income taxes	138,729			5.6	%	(14,954		)	(0.5	)%	116,441		4.3	%
Income tax (benefit) provision	47,500			1.9	%	(16,900		)	(0.6	)%	51,800		1.9	%
Net income	$	91,229		3.7	%	$	1,946		0.1	%	$	64,641	2.4	%
Per share data:
Net income per common share-basic	$	0.69				$	0.01				$	0.42
Net income per common and common equivalent share–diluted	$	0.69				$	0.01				$	0.42
Weighted average common shares outstanding–basic	128,995					138,366					148,622
Weighted average common and common equivalent shares outstanding–diluted	129,237					138,741					149,126
Dividends declared and paid per share	$	0.32				$	0.31				$	0.30

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

33

CHICO’S FAS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	FISCAL YEAR ENDED
	January 28, 2017			January 30, 2016			January 31, 2015
	(52 weeks)			(52 weeks)			(52 weeks)
Net Income	$	91,229		$	1,946		$	64,641
Other comprehensive income (loss):
Unrealized losses on marketable securities, net of taxes	(39		)	(21		)	(73		)
Foreign currency translation adjustment, net of taxes	(29		)	(501		)	523
Comprehensive income	$	91,161		$	1,424		$	65,091

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

34

CHICO’S FAS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

	January 28, 2017			January 30, 2016
ASSETS
Current Assets:
Cash and cash equivalents	$	142,135		$	89,951
Marketable securities, at fair value	50,370			50,194
Inventories	232,363			233,834
Prepaid expenses and accounts receivable	50,350			45,660
Income tax receivable	2,408			29,157
Assets held for sale	—			16,525
Total Current Assets	477,626			465,321
Property and Equipment, net	477,185			550,953
Other Assets:
Goodwill	96,774			96,774
Other intangible assets, net	38,930			38,930
Other assets, net	18,479			14,074
Total Other Assets	154,183			149,778
	$	1,108,994		$	1,166,052
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	116,378		$	129,343
Current debt	16,250			10,000
Other current and deferred liabilities	170,232			158,788
Total Current Liabilities	302,860			298,131
Noncurrent Liabilities:
Long-term debt	68,535			82,219
Deferred liabilities	118,543			130,743
Deferred taxes	9,883			15,171
Total Noncurrent Liabilities	196,961			228,133
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock, $.01 par value; 2,500 shares authorized; no shares issued and outstanding	—			—
Common stock, $.01 par value; 400,000 shares authorized; 155,170 and 153,838 shares issued; and 128,753 and 135,531 shares outstanding, respectively	1,288			1,355
Additional paid-in capital	452,756			435,881
Treasury stock, 26,417 shares and 18,307 shares, respectively	(386,094		)	(289,813		)
Retained earnings	541,251			492,325
Accumulated other comprehensive (loss) income	(28		)	40
Total Stockholders’ Equity	609,173			639,788
	$	1,108,994		$	1,166,052

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

35

CHICO’S FAS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

	Common Stock					Additional Paid-in Capital			Treasury Stock							Accumulated Other Comprehensive Income
	Shares		Par Value						Shares	Amount			Retained Earnings						Total
BALANCE, February 1, 2014	152,195		$	1,522		$	382,088		—	$	—		$	525,381		$	112		$	909,103
Net income	—		—			—			—	—			64,641			—			64,641
Unrealized loss on marketable securities, net of taxes	—		—			—			—	—			—			(73		)	(73		)
Foreign currency translation adjustment	—		—			—			—	—			—			523			523
Issuance of common stock	1,805		18			6,250			—	—			—			—			6,268
Dividends paid on common stock ($0.30 per share)	—		—			—			—	—			(45,773		)	—			(45,773		)
Repurchase of common stock	(1,084	)	(11		)	(8,119		)	—	—			(9,994		)	—			(18,124		)
Stock-based compensation	—		—			26,487			—	—			—			—			26,487
Excess tax benefit from stock-based compensation	—		—			569			—	—			—			—			569
BALANCE, January 31, 2015	152,916		1,529			407,275			—	—			534,255			562			943,621
Net income	—		—			—			—	—			1,946			—			1,946
Unrealized loss on marketable securities, net of taxes	—		—			—			—	—			—			(21		)	(21		)
Foreign currency translation adjustment	—		—			—			—	—			—			(501		)	(501		)
Issuance of common stock	1,716		17			10,596			—	—			—			—			10,613
Dividends paid on common stock ($0.31 per share)	—		—			—			—	—			(43,876		)	—			(43,876		)
Repurchase of common stock	(19,101	)	(191		)	(12,845		)	18,307	(289,813		)	—			—			(302,849		)
Stock-based compensation	—		—			30,062			—	—			—			—			30,062
Excess tax benefit from stock-based compensation	—		—			793			—	—			—			—			793
BALANCE, January 30, 2016	135,531		1,355			435,881			18,307	(289,813		)	492,325			40			639,788
Net income	—		—			—			—	—			91,229			—			91,229
Unrealized loss on marketable securities, net of taxes	—		—			—			—	—			—			(39		)	(39		)
Foreign currency translation adjustment	—		—			—			—	—			—			(29		)	(29		)
Issuance of common stock	1,763		18			4,341			—	—			—			—			4,359
Dividends paid on common stock ($0.32 per share)	—		—			—			—	—			(42,303		)	—			(42,303		)
Repurchase of common stock	(8,541	)	(85		)	(5,512		)	8,110	(96,281		)	—			—			(101,878		)
Stock-based compensation	—		—			21,249			—	—			—			—			21,249
Excess tax benefit from stock-based compensation	—		—			(3,203		)	—	—			—			—			(3,203		)
BALANCE, January 28, 2017	128,753		$	1,288		$	452,756		26,417	$	(386,094	)	$	541,251		$	(28	)	$	609,173

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

36

CHICO’S FAS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	FISCAL YEAR ENDED
	January 28, 2017			January 30, 2016			January 31, 2015
	(52 weeks)			(52 weeks)			(52 weeks)
Cash Flows From Operating Activities:
Net income	$	91,229		$	1,946		$	64,641
Adjustments to reconcile net income to net cash provided by operating activities —
Goodwill and intangible impairment charges, pre-tax	—			112,455			30,100
Depreciation and amortization	109,251			118,800			122,269
Loss on disposal and impairment of property and equipment	10,523			23,744			10,085
Deferred tax benefit	(8,427		)	(34,415		)	(9,598		)
Stock-based compensation expense	21,249			30,062			26,487
Excess tax benefit from stock-based compensation	(604		)	(3,084		)	(1,981		)
Deferred rent and lease credits	(18,811		)	(21,741		)	(20,017		)
Changes in assets and liabilities:
Inventories	1,472			(6,719		)	2,986
Prepaid expenses and other assets	(7,565		)	358			(3,341		)
Income tax receivable	26,749			(28,562		)	3,394
Accounts payable	(13,015		)	(12,101		)	13,280
Accrued and other liabilities	18,659			16,248			44,178
Net cash provided by operating activities	230,710			196,991			282,483
Cash Flows From Investing Activities:
Purchases of marketable securities	(50,717		)	(52,668		)	(128,696		)
Proceeds from sale of marketable securities	50,508			129,000			118,062
Purchases of property and equipment, net	(47,836		)	(84,841		)	(119,817		)
Proceeds from sale of land	16,217			—			—
Proceeds from sale of Boston Proper net assets	—			9,000			—
Net cash (used in) provided by investing activities	(31,828		)	491			(130,451		)
Cash Flows From Financing Activities:
Proceeds from borrowings	—			124,000			—
Payments on borrowings	(7,500		)	(31,500		)	—
Proceeds from issuance of common stock	4,359			10,613			6,268
Excess tax benefit from stock-based compensation	604			3,084			1,981
Dividends paid	(42,254		)	(43,729		)	(45,773		)
Repurchase of common stock	(101,878		)	(302,849		)	(18,124		)
Net cash used in financing activities	(146,669		)	(240,381		)	(55,648		)
Effects of exchange rate changes on cash and cash equivalents	(29		)	(501		)	523
Net increase (decrease) in cash and cash equivalents	52,184			(43,400		)	96,907
Cash and Cash Equivalents, Beginning of period	89,951			133,351			36,444
Cash and Cash Equivalents, End of period	$	142,135		$	89,951		$	133,351
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	2,316		$	2,375		$	321
Cash paid for income taxes, net	$	25,863		$	47,342		$	55,093

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

37

CHICO’S FAS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and where otherwise indicated)

1. BUSINESS ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Description of Business

The accompanying consolidated financial statements include the accounts of Chico’s FAS, Inc., a Florida corporation, and its wholly-owned subsidiaries (“the Company”, “we”, “us” and “our”). We operate as an omni-channel specialty retailer of women’s private branded, sophisticated, casual-to-dressy clothing, intimates and complementary accessories. We currently sell our products through retail stores, catalogs and via our websites at www.chicos.com, www.whbm.com and www.soma.com. As of January 28, 2017, we had 1,501 stores located throughout the United States, the U.S. Virgin Islands, Puerto Rico and Canada, and sold merchandise through 91 franchise locations in Mexico.

Fiscal Year

Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. The periods presented in these consolidated financial statements are the fiscal years ended January 28, 2017 (“fiscal 2016” or “current period”), January 30, 2016 (“fiscal 2015” or “prior period”) and January 31, 2015 (“fiscal 2014”). Fiscal 2016, 2015 and 2014 all contained 52 weeks.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Segment Information

Our brands, Chico’s, Soma, and White House Black Market ("WHBM") have been identified as separate operating segments and aggregated into one reportable segment due to the similarities of the economic and operating characteristics of the brands.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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 audited 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 $37.3 million and $37.8 million, and SG&A decreased by the same amount for the years ended January 30, 2016, and January 31, 2015. The Company recorded $35.9 million in shipping expenses as a component of COGS during the year ended January 28, 2017.

38

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 consolidated statements of income. The Company believes that 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 $384.9 million and $373.0 million, and SG&A decreased by the same amount for the years ended January 30, 2016 and January 31, 2015. The Company recorded $381.0 million in store occupancy expenses as a component of COGS during the year ended January 28, 2017.

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 consolidated statements of income for all periods presented. There was no change to consolidated net income, however, net sales increased by $18.3 million, $18.7 million, and SG&A increased by the same amount for the years ended January 30, 2016 and January 31, 2015. The Company recorded $13.0 million in shipping revenue as a component of net sales during the year ended January 28, 2017.

Adjustments to Presentation

The above mentioned changes had no cumulative effect on the presentation of the consolidated statements of income, consolidated balance sheets, or consolidated statements of cash flows. The effects of the aforementioned accounting policy change, change in classification and error correction to the January 30, 2016 and January 31, 2015 consolidated statements 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
Twelve Months Ended January 30, 2016
Net sales	$	2,642,309	100.0	$	—		$	—		$	18,326	$	2,660,635	100.0
Cost of goods sold	1,211,552		45.9	37,317			384,895			—		1,633,764		61.4
Gross Margin	1,430,757		54.1	(37,317		)	(384,895		)	18,326		1,026,871		38.6
Selling, general and administrative expenses	1,282,585		48.5	(37,317		)	(384,895		)	18,326		878,699		33.0

	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales
Twelve Months Ended January 31, 2015
Net sales	$	2,675,211	100.0	$	—		$	—		$	18,718	$	2,693,929	100.0
Cost of goods sold	1,248,889		46.7	37,815			372,987			—		1,659,691		61.6
Gross Margin	1,426,322		53.3	(37,815		)	(372,987		)	18,718		1,034,238		38.4
Selling, general and administrative expenses	1,263,134		47.2	(37,815		)	(372,987		)	18,718		871,050		32.3

Footnotes to the consolidated financial statements herein have been adjusted to reflect the impact of these changes accordingly.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and in banks, short-term highly liquid investments with original maturities of three months or less and payments due from banks for third-party credit card and debit transactions for approximately 3 to 5 days of sales.

39

Marketable Securities

Marketable securities are classified as available-for-sale and 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 and fair value are determined on a specific identification basis. We consider all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore classify these securities within current assets on the consolidated balance sheets as they are available to support current operational liquidity needs.

Fair Value of Financial Instruments

Our consolidated financial instruments consist of cash, money market accounts, marketable securities, assets held in our non-qualified deferred compensation plan, accounts receivable, accounts 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.

Inventories

We use the weighted average cost method to determine the cost of merchandise inventories. We identify potentially excess and slow-moving inventories by evaluating inventory aging, turn rates and inventory levels in conjunction with our overall sales trend. Further, inventory realization exposure is identified through analysis of gross margins and markdowns in combination with changes in current business trends. We record excess and slow-moving inventories at net realizable value and may liquidate certain slow-moving inventory through third parties. We estimate our expected shrinkage of inventories between physical inventory counts by using average store shrinkage experience rates, which are updated on a regular basis. Substantially all of our inventories consist of finished goods.

Costs associated with sourcing are generally capitalized while merchandising, distribution and product development costs are generally expensed as incurred, and are included in the accompanying consolidated statements of income as a component of cost of goods sold. Approximately 23% of total purchases in fiscal 2016 and 23% of total purchases in 2015 were made from one supplier. In fiscal 2016 and 2015, approximately 55% and 54% of our merchandise cost originated in China, respectively.

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation of property and equipment is provided on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives (generally 10 years or less) or the related lease term, plus one anticipated renewal when there is an economic cost associated with non-renewal.

Our property and equipment is generally depreciated using the following estimated useful lives:

	Estimated Useful Lives
Land improvements	15 - 35 years
Building and building improvements	20 - 35 years
Equipment, furniture and fixtures	2 - 20 years
Leasehold improvements	10 years or term of lease, if shorter

Maintenance and repairs of property and equipment are expensed as incurred, and major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation or amortization are eliminated from the accounts, and any gain or loss is charged to income.

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Operating Leases

We lease retail stores and a limited amount of office space under operating leases. The majority of our lease agreements provide for tenant improvement allowances, rent escalation clauses and/or contingent rent provisions. Tenant improvement allowances are recorded as a deferred lease credit within deferred liabilities and amortized as a reduction of rent expense over the term of the lease. Rent escalation clauses, “rent-free” periods and other rental expenses are amortized on a straight-line basis over the term of the leases, including the construction period. This is generally 60 - 90 days prior to the store opening date, when we generally begin improvements in preparation for our intended use.

Certain leases provide for contingent rents, in addition to a basic fixed rent, which are determined as a percentage of gross sales in excess of specified levels. We record a contingent rent liability in accrued liabilities on the consolidated balance sheets and the corresponding rent expense when specified levels have been achieved or when it is determined that achieving the specified levels during the lease year is probable.

Goodwill and Other Intangible Assets

Goodwill and other indefinite-lived intangible assets are assessed for impairment at least annually. We perform our annual impairment test during the fourth quarter, or more frequently should events or circumstances change that would indicate that impairment may have occurred.

Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Impairment testing for goodwill is done at a reporting unit level. Reporting units are defined as an operating segment or one level below an operating segment, called a component. Using these criteria, we identified our reporting units and concluded that the goodwill related to the territorial franchise rights for the state of Minnesota should be allocated to the Chico’s reporting unit and the goodwill associated with the WHBM acquisition should be assigned to the WHBM reporting unit.

We evaluate the appropriateness of performing a qualitative assessment, on a reporting unit level, based on current circumstances. A two-step impairment test is performed only if the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We may elect to skip the qualitative assessment and perform the two-step impairment test. The first step of the impairment test compares the fair value of our reporting units with their carrying amounts, including goodwill. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Fair value is determined based on both an income approach and market approach. The income approach is based on estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant, while the market approach is based on sales or EBITDA multiples of similar companies and transactions or other available indications of value. For 2016, we performed a qualitative assessment of the goodwill associated with the Chico's and WHBM reporting units and concluded it was more likely than not that the fair value exceeded the carrying amount as of the annual assessment date. In fiscal 2015 and 2014, we performed a goodwill impairment assessment of the Boston Proper reporting unit and recorded pre-tax, non-cash goodwill impairment charges of $48.9 million and $25.8 million, respectively, as further discussed in Note 8. We completed the sale of the Boston Proper direct-to-consumer ("DTC") business in January 2016.

We test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the intangible is less than its carrying amount. If the results of the qualitative assessment indicate that it is more likely than not that the fair value of the intangible is less than its carrying amount, we calculate the value of the indefinite-lived intangible assets using a discounted cash flow method, based on the relief from royalty concept, and compare the fair value to the carrying value to determine if the asset is impaired. We may elect to skip the qualitative assessment when appropriate based on current circumstances. For 2016, we performed a qualitative assessment of the WHBM trade name and concluded it was more likely than not that the fair value exceeded the carrying amount as of the annual assessment date. In fiscal 2015 and 2014 we performed an impairment assessment of Boston Proper indefinite-lived intangible assets and recorded pre-tax, non-cash impairment charges of $39.4 million and $4.3 million on the Boston Proper trade name as further discussed in Note 8.

Intangible assets subject to amortization consisted of the value of Boston Proper customer relationships. In fiscal 2015, we performed an impairment assessment of the Boston Proper customer relationships and recorded pre-tax, non-cash impairment charges of $24.2 million as further discussed in Note 8. All remaining Boston Proper intangible assets, including the Boston Proper trade name and customer relationships were included in the sale of the Boston Proper DTC business in fiscal 2015.

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Accounting for the Impairment of Long-lived Assets and Assets Held for Sale

Long-lived assets, including definite-lived intangibles, are reviewed periodically for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. If future undiscounted cash flows expected to be generated by the asset are less than its carrying amount, an asset is determined to be impaired. The fair value of an asset is estimated using estimated future cash flows of the asset discounted by a rate commensurate with the risk involved with such asset while incorporating marketplace assumptions. The impairment loss recorded is the amount by which the carrying value of the asset exceeds its fair value. In fiscal 2016, 2015 and 2014, we completed an evaluation of long-lived assets at certain underperforming stores for indicators of impairment and, as a result, recorded impairment charges of approximately $2.5 million, $1.4 million and $1.3 million, respectively, which are included in SG&A in the accompanying consolidated statements of income. Additionally, in connection with the restructuring program initiated in fiscal 2014 as further discussed in Note 2, we have identified approximately 150 stores, including the Boston Proper stores, to be closed from fiscal 2015 through 2017. As a result, in fiscal 2015 and 2014, we recorded additional impairment charges of approximately $12.5 million and $5.4 million, respectively, which are included in restructuring and strategic charges in the accompanying consolidated statements of income.

Assets held for sale are measured at the lower of their carrying value or fair value less costs of disposal. Upon retirement or disposition, the asset cost and related accumulated depreciation or amortization are removed from the accounts, and a gain or loss is recognized based on the difference between the fair value of proceeds received and the asset’s carrying value.

Revenue Recognition

Retail sales by our stores are recorded at the point of sale and are net of estimated customer returns, sales discounts under rewards programs and company issued coupons, promotional discounts and employee discounts. For sales from our websites and catalogs, revenue is recognized at the time we estimate the customer receives the product, which is typically within a few days of shipment. Amounts related to shipping and handling costs billed to customers are recorded in net sales and the related shipping and handling costs are recorded in cost of goods sold in the accompanying consolidated statements of income. Amounts paid by customers to cover shipping and handling costs are immaterial.

Our gift cards do not have expiration dates. We account for gift cards by recognizing a liability at the time the gift card is sold. The liability is relieved and revenue is recognized for gift cards upon redemption. In addition, we recognize revenue for the amount of gift cards expected to go unredeemed (commonly referred to as gift card breakage) under the redemption recognition method. This method records gift card breakage as revenue on a proportional basis over the redemption period based on our historical gift card breakage rate. We determine the gift card breakage rate based on our historical redemption patterns. We recognize revenue on the remaining unredeemed gift cards based on determining that the likelihood of the gift card being redeemed is remote and that there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions.

Soma offers a points based loyalty program in which customers earn points based on purchases. Attaining specified loyalty point levels results in the issuance of reward coupons to discount future purchases. As program members accumulate points, we accrue the estimated future liability, adjusted for expected redemption rates and expirations. The liability is relieved and revenue is recognized for loyalty point reward coupons upon redemption. In addition, we recognize revenue on unredeemed points when it can be determined that the likelihood of the point being redeemed is remote and there is no legal obligation to remit the point value. We determined the loyalty point breakage rate based on historical and redemption patterns.

As part of the normal sales cycle, we receive customer merchandise returns related to store, website and catalog sales. To account for the financial impact of potential customer merchandise returns, we estimate future returns on previously sold merchandise. Reductions in sales and gross margin are recorded for estimated merchandise returns based on return history, current sales levels and projected future return levels.

Our policy towards taxes assessed by a government authority directly imposed on revenue producing transactions between a seller and a customer is, and has been, to exclude all such taxes from revenue.

Advertising Costs

Costs associated with the production of non-catalog advertising, such as writing, copying, printing and other costs are expensed as incurred. Costs associated with communicating advertising that has been produced, such as television and magazine, are expensed when the advertising event takes place. Catalog expenses consist of the cost to create, print and distribute catalogs. Such costs are amortized over their expected period of future benefit, which is typically less than six weeks. For fiscal 2016, 2015 and 2014, advertising expense was approximately $115.4 million, $159.9 million and $153.1 million, respectively, and is included within SG&A in the accompanying consolidated statements of income.

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Stock-Based Compensation

Stock-based compensation for all awards is based on the grant date fair value of the award, net of estimated forfeitures, and is recognized over the requisite service period of the awards. The fair value of restricted stock awards and performance-based awards is determined by using the closing price of the Company’s common stock on the date of the grant. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest, depending on the level and likelihood of the performance condition to be met.

Shipping and Handling Costs

Shipping and handling costs to transport goods to customers, amounted to $35.9 million, $37.3 million and $37.8 million in fiscal 2016, 2015 and 2014, respectively, and are included within cost of goods sold in the accompanying consolidated statements of income.

Occupancy and Store Pre-opening Costs

Occupancy and store pre-opening costs (including store-related costs and training expenses) incurred prior to the opening of new stores are expensed as incurred and are included within cost of sales in the accompanying consolidated statements of income.

Income Taxes

Income taxes are accounted for in accordance with authoritative guidance, which requires the use of the asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, we follow a comprehensive model to recognize, measure, present and disclose in our consolidated financial statements the estimated aggregate tax liability of uncertain tax positions that we have taken or expect to take on a tax return. This model states that a tax benefit from an uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable, based upon its technical merits.

The tax benefit of a qualifying position is the largest amount of tax benefit that has greater than a 50% likelihood of being realized upon the ultimate settlement with a taxing authority having full knowledge of all relevant information.

Foreign Currency

The functional currency of our foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect as of the balance sheet date, while revenues and expenses are translated at the average exchange rates for the period. The resulting translation adjustments are recorded as a component of comprehensive income in the consolidated statements of comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in the consolidated statements of income.

Self-Insurance

We are self-insured for certain losses relating to workers’ compensation, medical and general liability claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the aggregate liability for uninsured claims incurred based on historical experience. While we do not expect the amount we will ultimately pay to differ significantly from our estimates, self-insurance accruals could be affected if future claims experience differs significantly from the historical trends and assumptions.

Supplier Allowances

From time to time, we receive allowances and/or credits from certain of our suppliers. The aggregate amount of such allowances and credits, which is included in cost of goods sold, is immaterial to our consolidated results of operations.

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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 performance-based stock units that have met their relevant performance criteria.

Under the two-class method, net income is reduced by the amount of dividends declared in the period for common stock and participating securities. The remaining undistributed earnings are then allocated to common stock and participating securities as if all of the net income for the period had been distributed. Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period including the participating securities. Diluted EPS reflects the dilutive effect of potential common shares from non-participating securities such as stock options and performance-based stock units.

Newly Issued Accounting Pronouncements

In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory. ASU 2016-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. ASU 2016-16 requires companies to recognize the income tax effects of intercompany sales or transfers of other assets in the income statement as income tax expense (benefit) in the period the sale or transfer occurs. Additionally, companies would evaluate whether the tax effects of the intercompany sales of transfers of non-inventory assets should be included in their estimates of annual effective tax rates by using today's interim guidance on income tax accounting. ASU 2016-16 will require modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption, which we expect to implement in fiscal 2018. At January 28, 2017 the Company had $6.2 million in assets related to the transfer of intra–entity asset transfers.

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. We have performed preliminary assessments and have concluded that we will continue to estimate expected forfeitures and although the inclusion of excess tax benefits and deficiencies will increase volatility within our provision for income taxes, we do not anticipate a material impact to our consolidated results of operations based upon equity events. Further, the Company notes that all significant excess tax benefits have been realized through a reduction to income taxes payable.

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 and should be applied on a modified retrospective basis. 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. Upon adoption of the standard, we expect to record material right–of–use assets and lease liabilities on the balance sheet approximating the present value of the remaining terms of our leases in fiscal 2019.

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 do not anticipate adoption to have a material impact to our consolidated results of operations, financial position or cash flows.

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 do not, at this time, anticipate a material impact to our consolidated results of operations, financial position or cash flows.

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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. Through our evaluation of the impact of this ASU, we have identified certain changes that are expected to be made to our accounting policies, including: the timing of our recognition of advertising expenses, whereby certain expenses that are currently amortized over their expected period of future benefit will be expensed the first time the advertisement appears, and the balance sheet presentation of merchandise returns as both an asset equal to the inventory value, less estimated processing costs, and a related return liability, compared to the net returns liability currently recorded. We plan to adopt this ASU beginning in the first quarter of fiscal 2018 with a cumulative adjustment to retained earnings as opposed to retrospectively adjusting prior periods. We are continuing to evaluate the impact this ASU, and related amendments and interpretive guidance, will have on our consolidated financial statements.

2. 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 connection with this effort, in fiscal 2014, we recorded pre-tax restructuring and strategic charges of approximately $16.7 million primarily related to severance and termination benefits, store closures and other impairment charges.

In fiscal 2015, we completed an evaluation of the Boston Proper brand, completed the sale of the Boston Proper DTC business, and closed its stores. We assessed the disposal group and determined that the sale of the Boston Proper DTC business did not have a major effect on our consolidated results of operations, financial position or cash flows. Accordingly, the disposal group is not presented in the consolidated financial statements as a discontinued operation. Pretax losses for the Boston Proper DTC business for fiscal 2015 and 2014 were $11.8 million and $7.9 million, respectively. The loss recorded in fiscal 2015 upon disposition of the Boston Proper assets held for sale was not material.

In connection with our restructuring and strategic activities, in fiscal 2016 we continued to evaluate future store closures and adjusted the estimated store closures to approximately 150 through fiscal 2017, including the Boston Proper stores, with 103 stores across our brands closed through fiscal 2016. We do not expect to incur any material additional cash charges related to lease termination expenses for these future closures.

During the first quarter of fiscal 2016, we expanded our restructuring program to include components of our strategic initiatives that 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, reducing non-merchandise expenses, and optimizing marketing spend. In fiscal 2016, the Company recorded pre-tax restructuring and strategic charges of $31.0 million, primarily related to outside services, severance and proxy solicitation costs. Effective in the third quarter of fiscal 2016, we have substantially completed our restructuring program and do not expect significant additional charges to be incurred.

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

	Fiscal 2016		Fiscal 2015		Fiscal 2014
	(in thousands)
Impairment charges	$	1,453	$	22,001	$	8,554
Continuing employee-related costs	1,796		8,330		—
Severance charges	9,485		6,863		7,577
Proxy solicitation costs	5,697		—		—
Lease terminations	427		9,578		—
Outside services	12,013		—		—
Other charges	156		2,029		614
Restructuring and strategic charges, pre-tax	$	31,027	$	48,801	$	16,745

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As of January 28, 2017, a reserve of $11.2 million related to restructuring and strategic activities was included in other current and deferred liabilities in the accompanying 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			Outside services			Other			Total
	(in thousands)
Beginning Balance, January 30, 2016	$	2,549		$	1,678		$	—		$	1,101		$	9		$	—		$	5,337
Charges	1,796			9,485			5,697			427			12,013			156			29,574
Payments	(3,674		)	(8,750		)	(5,697		)	(682		)	(4,723		)	(156		)	(23,682		)
Ending Balance, January 28, 2017	$	671		$	2,413		$	—		$	846		$	7,299		$	—		$	11,229

3. MARKETABLE SECURITIES:

Marketable securities are classified as available-for-sale and as of January 28, 2017 generally consist of corporate bonds and U.S. government agencies with $26.2 million of securities with maturity dates within one year or less and $24.2 million with maturity dates over one year and less than two years. As of January 30, 2016, marketable securities generally consisted of corporate bonds and U.S. government agency securities.

The following tables summarize our investments in marketable securities at January 28, 2017 and January 30, 2016:

	January 28, 2017
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Total marketable securities	$	50,460	$	3	$	(93	)	$	50,370
	January 30, 2016
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Total marketable securities	$	50,232	$	10	$	(48	)	$	50,194

4. FAIR VALUE MEASUREMENTS:

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:

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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 consolidated balance sheets.

From time to time, we measure certain assets at fair value on a non-recurring basis. This includes the 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 goodwill, we utilize both an income approach and a market approach. Inputs used to calculate the fair value based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant. Inputs used to calculate the fair value based on the market approach include identifying sales and EBITDA multiples based on guidelines for similar publicly traded companies and recent transactions.

To assess the fair value of trade names, we utilize a relief from royalty approach. Inputs used to calculate the fair value of the trade names primarily include future sales projections, discounted at a rate that approximates the cost of capital of a market participant and an estimated royalty rate.

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.

During fiscal 2015, we recorded a $112.5 million pre-tax impairment charge related to assets measured at fair value on a non-recurring basis, comprised of $48.9 million in Boston Proper goodwill impairment, $39.4 million pre-tax related to the Boston Proper trade name, and $24.2 million pre-tax related to the Boston Proper intangible customer list.

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 fiscal 2016, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, during fiscal 2016 and 2015 we did not have any Level 3 financial assets measured on a recurring basis. 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.

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In accordance with the provisions of the guidance, we categorized our financial assets and liabilities 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 January 28, 2017		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	$	471	$	471	$	—	$	—
Marketable securities:
Municipal securities	5,634		—		5,634		—
U.S. government agencies	23,071		—		23,071		—
Corporate bonds	15,799		—		15,799		—
Commercial paper	5,866		—		5,866		—
Non Current Assets
Deferred compensation plan	7,523		7,523		—		—
Total	$	58,364	$	7,994	$	50,370	$	—
Financial Liabilities:
Long-term debt1	$	84,785	$	—	85,139		$	—
			Fair Value Measurements at Reporting Date Using
	Balance as of January 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	$	275	$	275	$	—	$	—
Marketable securities:
Municipal 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		$	—
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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5. PREPAID EXPENSES AND ACCOUNTS RECEIVABLE:

Prepaid expenses and accounts receivable consisted of the following:

	January 28, 2017		January 30, 2016
	(in thousands)
Prepaid expenses	$	39,847	$	38,179
Accounts receivable	10,503		7,481
Prepaid expenses and accounts receivable	$	50,350	$	45,660

6. ASSETS HELD FOR SALE

In connection with the restructuring program, we determined that certain vacant land met the criteria to be classified as held for sale as of January 30, 2016. In fiscal 2016, we completed the sale of this vacant land for $16.2 million.

7. PROPERTY AND EQUIPMENT, NET:

Property and equipment, net, consisted of the following:

	January 28, 2017			January 30, 2016
	(in thousands)
Land and land improvements	$	31,103		$	30,157
Building and building improvements	127,398			128,093
Equipment, furniture and fixtures	617,311			626,952
Leasehold improvements	538,735			553,125
Total property and equipment	1,314,547			1,338,327
Less accumulated depreciation and amortization	(837,362		)	(787,374		)
Property and equipment, net	$	477,185		$	550,953

Total depreciation expense for fiscal 2016, 2015 and 2014 was $109.1 million, $116.6 million and $117.8 million, respectively.

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8. GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill and other intangible assets consisted of the following:

	January 28, 2017		January 30, 2016
	(in thousands)
Goodwill	$	96,774	$	96,774
Indefinite-Lived Intangibles:
WHBM trade name	$	34,000	$	34,000
Minnesota territorial franchise rights	4,930		4,930
Indefinite-lived intangibles	$	38,930	$	38,930
Definite-Lived Intangibles:
Boston Proper customer relationships	$	—	$	43,580
Accumulated amortization expense recorded	—		(16,851		)
Impairment expense recorded	—		(24,166		)
Sale of Boston Proper customer relationships	—		(2,563		)
Definite-lived intangibles	—		—
Other intangible assets, net	$	38,930	$	38,930

In fiscal 2015, based on market indications of value and a decline in sales, we recorded a pre-tax goodwill impairment charge of $48.9 million related to Boston Proper goodwill, reducing the carrying value of goodwill to zero, pre-tax impairment charges related to the Boston Proper trade name of $39.4 million, reducing the carrying value of the trade name to $2.3 million, and a pre-tax impairment charge related to Boston Proper customer relationships of $24.2 million, reducing the carrying value of the customer relationships to $2.6 million. All impairment charges were recorded within goodwill and intangible impairment charges in the accompanying consolidated statements of income.

In fiscal 2015, the Company completed the sale the Boston Proper DTC business, which included the carrying values of the Boston Proper trade name of $2.3 million and Boston Proper customer relationships of $2.6 million. The net proceeds on the sale of the Boston Proper DTC business are included in restructuring and strategic charges in the accompanying consolidated statements of income. Amortization expense for fiscal 2015 was approximately $2.2 million related to Boston Proper customer relationships.

In fiscal 2014, as a result of sales and margin declines in the Boston Proper brand due to issues with merchandising and marketing effectiveness, we recorded a pre-tax goodwill impairment charge of $25.8 million, reducing the carrying value of Boston Proper goodwill to $48.9 million and an impairment charge related to the Boston Proper trade name of $4.3 million pre-tax, reducing the carrying value of the Boston Proper trade name to $41.7 million. All impairment charges were recorded within 'Goodwill and intangible impairment charges' in the accompanying consolidated statements of income.

The following table provides the carrying amounts of Boston Proper goodwill and pre-tax cumulative goodwill impairment charges:

	January 30, 2016			January 31, 2015
	(in thousands)
Gross carrying amount	$	141,919		$	141,919
Cumulative impairment, beginning of year	(93,066		)	(67,266		)
Impairment charges	(48,853		)	(25,800		)
Cumulative impairment, end of year	(141,919		)	(93,066		)
Net carrying amount	$	—		$	48,853

There were no changes in goodwill during fiscal 2016.

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9.  OTHER CURRENT AND DEFERRED LIABILITIES:

Other current and deferred liabilities consisted of the following:

	January 28, 2017		January 30, 2016
	(in thousands)
Allowance for customer returns, gift cards and store credits outstanding	$	59,893	$	58,060
Accrued payroll, benefits, bonuses and severance costs and termination benefits	45,512		40,993
Current portion of deferred rent and lease credits	22,451		26,596
Other	42,376		33,139
Other current and deferred liabilities	$	170,232	$	158,788

10. DEBT:

In fiscal 2015, we entered into a credit agreement (the "Agreement") among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., as Syndication Agent and the other lenders. Our obligations under the Agreement are guaranteed by certain of our material U.S. subsidiaries. The Agreement provides for a term loan commitment in the amount of $100.0 million, of which $100.0 million was drawn at closing, and matures on May 4, 2020, payable in quarterly installments, as defined in the Agreement, with the remainder due at maturity.

The Agreement also provides for a $100.0 million revolving credit facility, of which $24.0 million was drawn at closing and repaid in the second quarter of fiscal 2015. There were no amounts outstanding on the revolving credit facility as of January 28, 2017. The revolving credit facility matures on May 4, 2020.

The Agreement contains various covenants and restrictions, including maximum leverage ratio, as defined, of no more than 3.50 to 1.00 until July 31, 2018, and 3.25 to 1.00 after July 31, 2018, and minimum fixed charge coverage ratio, as defined, of not less than 1.20 to 1.00. If the Company failed to comply with these financial covenants, a default would trigger and all principal and outstanding interest would be due and payable. At January 28, 2017, the Company was in compliance with all financial covenant requirements of the Agreement.

The Agreement has borrowing options which accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate ("ABR") plus an interest rate margin, as defined in the Agreement. The interest rate on borrowings and our commitment fee rate vary based on the maximum leverage ratio as follows:

	Maximum Leverage Ratio:	Eurodollar Spread	ABR Spread	Commitment Fee Rate
Category 1:	< 2.25 to 1.00	1.25%	0.25%	0.20%
Category 2:	≥ 2.25 to 1.00 but < 3.00 to 1.00	1.50%	0.50%	0.25%
Category 3:	≥ 3.00 to 1.00	1.75%	0.75%	0.30%

On May 4, 2015, in connection with our entry into the Agreement, we repaid and terminated with no prepayment penalties, the $124.0 million outstanding obligation under our 2011 revolving credit facility. We used the proceeds from the initial draw of the term loan and revolving credit facility of the Agreement to repay such obligations.

As of January 28, 2017, $84.8 million in borrowings were outstanding under the Agreement, and are reflected as $16.3 million in current debt and $68.5 million in long-term debt in the accompanying consolidated balance sheets.

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The following table provides details on our debt outstanding as of January 28, 2017 and January 30, 2016:

	January 28, 2017			January 30, 2016
	(in thousands)
Credit Agreement, net	$	84,785		$	92,219
Less: current debt	(16,250		)	(10,000		)
Long-term debt	$	68,535		$	82,219

Aggregate future maturities of long-term debt are as follows:

FISCAL YEAR ENDING:
(in thousands)
February 3, 2018	$	16,250
February 2, 2019	15,000
February 1, 2020	15,000
January 30, 2021	38,750

11. NON-CURRENT DEFERRED LIABILITIES:

Deferred liabilities consisted of the following:

	January 28, 2017			January 30, 2016
	(in thousands)
Deferred rent	$	51,909		$	50,469
Deferred lease credits	80,217			96,747
Other deferred liabilities	8,868			10,123
Deferred liabilities	140,994			157,339
Less current portion of deferred rent and lease credits	(22,451		)	(26,596		)
Non-current deferred liabilities	$	118,543		$	130,743

Deferred rent represents the difference between operating lease obligations currently due and operating lease expense, which is recorded on a straight-line basis over the appropriate respective terms of the leases.

Deferred lease credits represent construction allowances received from landlords and are amortized as a reduction of rent expense over the appropriate respective terms of the related leases.

12. COMMITMENTS AND CONTINGENCIES:

Leases

We lease retail stores, a limited amount of office space and certain office equipment under operating leases expiring in various years through the fiscal year ending 2028. Certain operating leases provide for renewal options that generally approximate five years at a pre-determined rental value. In the normal course of business, operating leases are typically renewed or replaced by other leases.

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Minimum future rental payments under non-cancelable operating leases (including leases with certain minimum sales cancellation clauses described below and exclusive of common area maintenance charges and/or contingent rental payments based on sales) as of January 28, 2017, are approximately as follows:

FISCAL YEAR ENDING:
(in thousands)
February 3, 2018	$	189,134
February 2, 2019	162,035
February 1, 2020	141,170
January 30, 2021	127,559
January 29, 2022	109,191
Thereafter	182,856
Total minimum lease payments	$	911,945

Certain leases provide that we may cancel the lease if our retail sales at that location fall below an established level. A majority of our store operating leases contain cancellation clauses that allow the leases to be terminated at our discretion, if certain minimum sales levels are not met within the first few years of the lease term. We have not historically met or exercised a significant number of these cancellation clauses and, therefore, have included commitments for the full lease terms of such leases in the above table. For fiscal 2016, 2015 and 2014, total rent expense under operating leases was approximately $268.5 million, $266.2 million and $253.2 million, respectively, including common area maintenance charges of approximately $47.6 million, $46.7 million and $42.5 million, respectively, other rental charges of approximately $41.2 million, $40.1 million and $37.6 million, respectively, and contingent rental expense, based on sales, of approximately $5.2 million, $5.8 million and $7.0 million, respectively.

Open Purchase Orders

At January 28, 2017 and January 30, 2016, we had approximately $356.7 million and $398.6 million, respectively, of open purchase orders for inventory, in the normal course of business.

Legal Proceedings

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 will continue to vigorously defend the matter. At this time, 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. No specific dollar amount in damages or other relief is specified in the Complaint, and the Company is unable to estimate any potential loss or range of loss. However, if the case were to proceed as a class action and the Company were to be unsuccessful in its defense on the merits, the ultimate resolution of the case could have a material adverse effect on the Company’s consolidated financial condition.

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, and settlement notices have been distributed. If finally approved, the proposed 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. The Complaint alleged many of the same Labor Code violations as Ackerman, described above. Given the overlap with the Ackerman case, the Court stayed the matter pending final approval of the Ackerman proposed settlement. In October 2016, the parties agreed to lift the stay and to resolve the matter as an individual action. The Court has since dismissed the case. The settlement amount was immaterial.

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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. The Complaint alleged many of the same Labor Code violations as Ackerman, described above. Given the overlap with the Ackerman case, the court stayed the matter pending final approval of the Ackerman proposed settlement. The Company and the plaintiff subsequently agreed to a lifting of the stay and a filing of an amended complaint in early November. The Company removed the case to the United States District Court for the Eastern District of California on November 9, 2016. In the First Amended Complaint, the plaintiffs make similar claims, but only on behalf of three individuals, and they do not seek class status. The Company disputes the allegations of the First Amended Complaint and, as the matter is no longer a putative class action, is confident that this case will not have a material adverse effect on the Company’s consolidated financial condition or results of operation.

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. Following voluntary mediation of the matter in November of 2016, the parties entered into a settlement agreement, which is subject to court review and approval. If finally approved, the settlement will not have a material adverse effect on the Company’s consolidated financial condition or results of operation.

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

13. STOCK COMPENSATION PLANS AND CAPITAL STOCK TRANSACTIONS:

General

In April 2012, the Board approved the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan (the “Omnibus Plan”), which replaced the Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan and was approved by our shareholders, effective June 21, 2012. As of the effective date, the Omnibus Plan provided for 7.0 million shares of our common stock that may be delivered to participants and their beneficiaries in addition to approximately 3.5 million shares of our common stock available for future awards under prior plans. Awards under the Omnibus Plan may be in the form of restricted stock, restricted stock units, performance-based restricted stock, performance-based stock units, stock options and stock appreciation rights, in accordance with the terms and conditions of the Omnibus Plan. The terms of each award will be determined by the Compensation and Benefits Committee of the Board of Directors.

We have historically issued restricted stock, including non-vested restricted stock and performance-based restricted stock, performance-based stock units and stock options. Shares of non-vested restricted stock and performance-based restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon, and are considered to be currently issued and outstanding. Performance-based stock units are entitled to dividends based on certain Company-specific performance goals and are entitled to voting rights upon meeting these Company-specific performance goals. Generally, stock-based awards vest evenly over three years; stock options generally have a 10-year term. As of January 28, 2017, approximately 0.6 million nonqualified stock options are outstanding under the Omnibus Plan and approximately 5.8 million shares remain available for future grants of stock-based awards.

Stock-based compensation expense for all awards is based on the grant date fair value of the award, net of estimated forfeitures, and is recognized over the requisite service period of the awards. Compensation expense for restricted stock awards and stock options with a service condition is recognized on a straight-line basis over the requisite service period. Compensation expense for performance-based awards with a service condition is recognized ratably for each vesting tranche based on our estimate of the level and likelihood of meeting certain Company-specific performance goals. We estimate the expected forfeiture rate for all stock-based awards, and only recognize expense for those shares expected to vest. In determining the portion of the stock-based payment award that is ultimately expected to be earned, we derive forfeiture rates based on historical data. In accordance with the authoritative guidance, we revise our forfeiture rates, when necessary, in subsequent periods if actual forfeitures differ from those originally estimated. Total compensation expense related to stock-based awards in fiscal 2016, 2015 and 2014 was $21.2 million, $30.1 million and $26.5 million, respectively. The total tax benefit associated with stock-based compensation for fiscal 2016, 2015 and 2014 was $8.1 million, $11.5 million and $10.1 million, respectively.

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Restricted Stock Awards

Restricted stock activity for fiscal 2016 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,585,392		$	16.60
Granted	1,817,830		12.38
Vested	(1,157,261	)	16.75
Forfeited	(782,775	)	15.19
Unvested, end of period	2,463,186		13.87

Total fair value of shares of restricted stock that vested during fiscal 2016, 2015 and 2014 was $14.7 million, $34.8 million and $21.8 million, respectively. The weighted average grant date fair value of restricted stock granted during the fiscal 2016, 2015 and 2014 was $12.38, $16.97, and $16.44, respectively. As of January 28, 2017, there was $18.7 million of unrecognized stock-based compensation expense related to non-vested restricted stock awards. That cost is expected to be recognized over a weighted average remaining period of 1.8 years.

Performance-based Stock Units

Performance-based stock unit activity for fiscal 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	(228,105	)	18.23
Forfeited	(322,905	)	15.34
Unvested, end of period	652,248		13.28

Total fair value of performance-based stock units that vested during fiscal 2016 and 2015 was $2.9 million and $3.9 million, respectively. There was $3.3 million of unrecognized stock-based compensation expense related to performance-based stock units expected to vest. That cost is expected to be recognized over a weighted average period of approximately 1.5 years.

Stock Option Awards

We used the Black-Scholes option-pricing model to value our stock options. No stock options have been issued since 2011. Using this option-pricing model, the fair value of each stock option award was estimated on the date of grant. The fair value of the stock option awards, which are subject to pro-rata vesting generally over three years, was expensed on a straight-line basis over the vesting period of the stock options. As of January 28, 2017, all outstanding stock options were fully vested, and there was no unrecognized compensation expense.

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Stock option activity for fiscal 2016 was as follows:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding, beginning of period	1,060,774		$	15.17
Granted	—		—
Exercised	(213,310	)	10.67
Forfeited or expired	(270,218	)	22.13
Outstanding, end of period	577,246		$	13.58	2.97	$	603
Vested and expected to vest at January 28, 2017	577,246		$	13.58	2.97	$	603
Exercisable at January 28, 2017	577,246		$	13.58	2.97	$	603

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the excess, if any, of the closing stock price on the last trading day of fiscal 2016 and the exercise price, multiplied by the number of such in-the-money options) that would have been received by the option holders had all option holders exercised their options on January 28, 2017. This amount changes based on the fair market value of our common stock. Total intrinsic value of options exercised during fiscal 2016, 2015 and 2014 (based on the difference between our stock price on the respective exercise date and the respective exercise price, multiplied by the number of respective options exercised) was $0.7 million, $4.6 million and $1.5 million, respectively.

Cash received from option exercises for fiscal 2016 was $2.3 million. The actual tax benefit realized for the tax deduction from option exercises of stock option awards totaled $0.3 million for fiscal 2016.

Employee Stock Purchase Plan

We sponsor an employee stock purchase plan (“ESPP”) under which substantially all full-time employees are given the right to purchase shares of our common stock during each of the two specified offering periods each fiscal year at a price equal to 85 percent of the value of the stock immediately prior to the beginning of each offering period. During fiscal 2016, 2015 and 2014, approximately 191,000, 174,000 and 180,000 shares, respectively, were purchased under the ESPP. Cash received from purchases under the ESPP for fiscal 2016 was $2.1 million.

Share Repurchase Program

During fiscal 2016, we repurchased 8.1 million shares, at a total cost of approximately $96.4 million. In fiscal 2015, the Company repurchased 14.6 million shares for $250.0 million through our $300 million share repurchase program announced in December 2013, and 3.7 million shares for $40.0 million under its $300 million share repurchase program announced in November 2015. As of January 28, 2017, $163.6 million remains 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.

14. RETIREMENT PLANS:

We have a 401(k) defined contribution employee retirement benefit plan (the “Plan”) covering all employees upon the completion of one year of service, working 1000 hours or more, and are at least age 21. Employees’ rights to Company contributions vest fully upon completing five years of service, with incremental vesting starting in service year two. Under the Plan, employees may contribute up to 100 percent of their annual compensation, subject to certain statutory limitations. We have elected to match employee contributions at 50 percent on the first 6 percent of the employees’ contributions and can elect to make additional contributions over and above the mandatory match. For fiscal 2016, 2015 and 2014, our costs under the Plan were approximately $3.4 million, $3.8 million and $3.7 million, respectively.

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In April 2002, we adopted the Chico’s FAS, Inc. Deferred Compensation Plan (the “Deferred Plan”) to provide supplemental retirement income benefits for a highly compensated employees. Eligible participants may elect to defer up to 80 percent of their base salary and 100 percent of their bonus earned under an approved bonus plan pursuant to the terms and conditions of the Deferred Plan. The Deferred Plan generally provides for payments upon retirement, death, disability or termination of employment. In addition, we may make employer contributions to participants under the Deferred Plan. To date, no Company contributions have been made under the Deferred Plan. The amount of the deferred compensation liability payable to the participants is included in deferred liabilities in the consolidated balance sheets. These obligations are funded through the purchase of corporate owned life insurance (COLI), cash and other securities held within a rabbi trust established on behalf of the employee participating in the plan. The trust assets are reflected in other assets in the accompanying consolidated balance sheets.

15. INCOME TAXES:

The income tax provision consisted of the following:

	Fiscal 2016			Fiscal 2015			Fiscal 2014
	(in thousands)
Current:
Federal	$	49,994		$	15,622		$	53,985
Foreign	260			210			124
State	5,654			1,683			7,152
Deferred:
Federal	(8,483		)	(25,004		)	(6,550		)
State	75			(9,411		)	(2,911		)
Income tax provision (benefit)	$	47,500		$	(16,900	)	$	51,800

The foreign component of pre-tax income (loss), arising principally from operating foreign stores and other management and cost sharing charges we are required to allocate under U.S. tax law, for fiscal 2016, 2015, and 2014 was $0.1 million, $(0.8) million and $(2.8) million respectively.

A reconciliation between the statutory federal income tax rate and the effective income tax rate follows:

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Federal income tax rate	35.0	%	35.0	%	35.0	%
State income tax, net of federal tax benefit	3.4		4.3		1.9
Goodwill impairment	—		(124.2	)	8.4
Outside basis difference - Boston Proper sale	(2.8	)	165.2		—
Other state benefits associated with sale and liquidation of Boston Proper	(0.3	)	20.1		—
Enhanced charitable contribution	(1.9	)	19.3		(2.5	)
Executive compensation limitation	1.2		(7.3	)	1.3
Foreign losses with full valuation allowance	0.2		(2.9	)	1.0
Federal tax credits	(0.5	)	3.4		(0.7	)
Other items, net	(0.1	)	0.4		0.1
Total	34.2	%	113.3	%	44.5	%

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Deferred tax assets and liabilities are recorded due to different carrying amounts for financial and income tax reporting purposes arising from cumulative temporary differences. These differences consist of the following as of January 28, 2017 and January 30, 2016:

	January 28, 2017			January 30, 2016
	(in thousands)
Deferred tax assets:
Accrued liabilities and allowances	$	17,790		$	13,416
Accrued straight-line rent	20,361			19,716
Stock-based compensation	10,329			12,945
Property related	1,816			6,270
Charitable contribution limitation carryfowards	5,109			5,720
State tax credits and net operating loss carryforwards	5,105			5,384
Other	3,376			4,675
Total deferred tax assets	63,886			68,126
Valuation allowance	(749		)	(911		)
Net deferred tax assets	63,137			67,215
Deferred tax liabilities:
Other	—			(1,249		)
Prepaid expenses	(2,976		)	(4,099		)
Property related	(43,271		)	(50,601		)
Other intangible assets	(24,197		)	(23,200		)
Total deferred tax liabilities	(70,444		)	(79,149		)
Net deferred taxes	$	(7,307	)	$	(11,934	)

As of January 28, 2017, the Company had available for state income tax purposes net operating loss and tax credit carryovers which expire, if unused, in the years 2020 - 2035 and 2019 - 2026, respectively.

We have not recognized any United States (“U.S.”) tax expense on undistributed foreign earnings as they are intended to be indefinitely reinvested outside of the U.S. There were no significant undistributed earnings at January 28, 2017 and January 30, 2016.

Accumulated other comprehensive income is shown net of deferred tax assets and deferred tax liabilities. These deferred taxes are not reflected in the table above. The amount is not significant at January 28, 2017 or January 30, 2016.

A reconciliation of the beginning and ending amounts of uncertain tax positions for each of fiscal 2016, fiscal 2015 and fiscal 2014 is as follows:

	Fiscal 2016			Fiscal 2015			Fiscal 2014
	(in thousands)
Balance at beginning of year	$	4,840		$	2,532		$	3,956
Additions for tax positions of prior years	1,280			2,618			757
Reductions for tax positions of prior years	(1		)	(56		)	(736		)
Additions for tax positions for the current year	246			259			390
Settlements/payments with tax authorities	(850		)	—			(1,501		)
Reductions due to lapse of applicable statutes of limitation	(357		)	(513		)	(334		)
Balance at end of year	$	5,158		$	4,840		$	2,532

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At January 28, 2017, January 30, 2016 and January 31, 2015, balances included $4.4 million, $4.0 million and $1.6 million respectively, of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate in future periods. Included in the January 28, 2017 uncertain tax positions balance of $5.2 million is $2.8 million of unrecognized tax benefits that have been offset directly against the associated tax attributes. We do not expect any events to occur that would cause a change to our unrecognized tax benefits or income tax expense within the next twelve months.

Our continuing practice is to recognize potential accrued interest and penalties relating to unrecognized tax benefits in the income tax provision. For fiscal 2016, 2015 and 2014, we accrued $0.2 million, $0.2 million and $0.3 million, respectively for interest and penalties. We had approximately $0.5 million, $0.4 million and $0.5 million, respectively for the payment of interest and penalties accrued at January 28, 2017, January 30, 2016 and January 31, 2015, respectively. The amounts included in the reconciliation of uncertain tax positions do not include accruals for interest and penalties.

In fiscal 2006, we began participating in the IRS’s real time audit program, Compliance Assurance Process (“CAP”). Under the CAP program, material tax issues and initiatives are disclosed to the IRS throughout the year with the objective of reaching agreement as to the proper reporting treatment when the federal return is filed. For fiscal 2014, we have received a partial acceptance letter with all issues resolved with the exception of the domestic production activities deduction. The Company did not claim the domestic production activities deduction for fiscal 2015 and has received a full acceptance letter for that fiscal year.

With few exceptions, we are no longer subject to state and local examinations for years before fiscal 2012. Various state examinations are currently underway for fiscal periods spanning from 2011 through 2015; however, we do not expect any significant change to our uncertain tax positions within the next year.

16. NET EARNINGS PER SHARE:

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

	January 28, 2017			January 30, 2016		January 31, 2015
Numerator
Net income	$	91,229		$	1,946	$	64,641
Net income and dividends declared allocated to participating securities	(1,915		)	—		(1,697		)
Net income available to common shareholders	$	89,314		$	1,946	$	62,944
Denominator
Weighted average common shares outstanding – basic	128,995			138,366		148,622
Dilutive effect of non-participating securities	242			375		504
Weighted average common and common equivalent shares outstanding – diluted	129,237			138,741		149,126
Net income per common share:
Basic	$	0.69		$	0.01	$	0.42
Diluted	$	0.69		$	0.01	$	0.42

In fiscal 2016, 2015 and 2014, 0.7 million, 0.3 million and 0.6 million potential shares of common stock, respectively, were excluded from the diluted per share calculation relating to non-participating securities, because the effect of including these potential shares was antidilutive.

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17. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED):

	Net Sales		Gross Margin		Net Income (Loss)			Net Income (Loss) Per Common Share - Basic			Net Income (Loss) Per Common and Common Equivalent Share - Diluted
	(dollars in thousands)
Fiscal year ended January 28, 2017:
First quarter	$	642,977	$	262,335	$	31,084		$	0.23		$	0.23
Second quarter	635,732		240,810		23,039			0.17			0.17
Third quarter	596,912		230,294		23,598			0.18			0.18
Fourth quarter	600,789		213,397		13,508			0.10			0.10
Fiscal year ended January 30, 2016:
First quarter	$	697,766	$	295,618	$	33		$	0.22		$	0.22
Second quarter	685,826		264,701		2			0.02			0.02
Third quarter	645,433		249,163		(12		)	(0.09		)	(0.09		)
Fourth quarter	631,610		217,389		(21		)	(0.16		)	(0.16		)

18. SUBSEQUENT EVENTS:

On February 22, 2017, we announced that our Board of Directors declared a quarterly dividend of $0.0825 per share on our common stock. The dividend will be payable on March 27, 2017 to shareholders of record at the close of business on March 13, 2017. Although it is our Company’s intention to continue to pay a quarterly cash dividend in the future, any decision to pay future cash dividends will be made by the Board of Directors and will depend on future earnings, financial condition and other factors.

60

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

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.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There was no change in our internal control over financial reporting during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued an updated version of its Internal Control – Integrated Framework (2013 framework), referred to as the 2013 COSO Framework and has indicated that after December 15, 2014, the 1992 Framework will be considered superseded. Management’s assessment of the overall effectiveness of our internal controls over financial reporting for the year ended January 28, 2017 was based on the 2013 COSO Framework.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 28, 2017 as required by the Securities Exchange Act of 1934 Rule 13a-15(c). In making this assessment, we used the criteria set forth by the COSO in the 2013 COSO Framework. Based on our evaluation, management concluded that internal control over financial reporting was effective as of January 28, 2017.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

The Company’s independent registered certified public accounting firm, Ernst & Young LLP, that audited the consolidated financial statements included in this annual report, issued an attestation report on the Company’s internal control over financial reporting as of January 28, 2017, which follows.

61

Report of Independent Registered Certified Public Accounting Firm

The Board of Directors and Shareholders of Chico’s FAS, Inc.

We have audited Chico’s FAS, Inc. and subsidiaries’ internal control over financial reporting as of January 28, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Chico’s FAS, Inc. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Chico’s FAS, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of January 28, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Chico’s FAS, Inc. and subsidiaries as of January 28, 2017 and January 30, 2016, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three fiscal years in the period ended January 28, 2017 of Chico’s FAS, Inc. and subsidiaries and our report dated March 7, 2017 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Tampa, Florida

March 7, 2017

62

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our executive officers, directors and nominees for director, procedures by which security holders may recommend director nominees, the code of ethics, the audit committee, audit committee membership and our audit committee financial expert and Section 16(a) beneficial ownership reporting compliance in our 2017 Annual Meeting proxy statement is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information about executive compensation and compensation committee interlocks and the Compensation and Benefits Committee report in our 2017 Annual Meeting proxy statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is included in our 2017 Annual Meeting proxy statement and is incorporated herein by reference.

Equity Compensation Plan Information

The following table shows information concerning our equity compensation plans as of the end of the fiscal year ended January 28, 2017:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights ($)		Number of securities remaining available for future issuance under  equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders (1)	577,246	$	13.58	5,764,356
Equity compensation plans not approved by security holders	—	—		—
Total	577,246	$	13.58	5,764,356

(1) Includes shares authorized for issuance under the Company’s 2012 Omnibus Stock and Incentive Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is included in our 2017 Annual Meeting proxy statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is included in our 2017 Annual Meeting proxy statement and is incorporated herein by reference.

63

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Report.

(1) The following consolidated financial statements are contained in Item 8:

Consolidated Financial Statements	Page in this Report
Report of Ernst & Young LLP, independent registered certified public accounting firm	32
Consolidated Statements of Income	33
Consolidated Statements of Comprehensive Income	34
Consolidated Balance Sheets	35
Consolidated Statements of Stockholders’ Equity	36
Consolidated Statements of Cash Flows	37
Notes to Consolidated Financial Statements	38

(2) The following Financial Statement Schedules are included herein:

Schedules are not submitted because they are not applicable, not required or because the required information is included in the financial statements or the notes thereto.

(3) The following exhibits are filed as part of this report (exhibits marked with an asterisk have been previously filed with the Commission as indicated and are incorporated herein by this reference):

3.1*	Composite Amended and Restated By-laws of Chico's FAS, Inc. (Filed as Exhibit 3.3 to the Company's Form 10-Q as filed with the Commission on September 1, 2016)
3.2*	Amended and Restated By-laws of Chico’s FAS, Inc. (Filed as Exhibit 3.1 to the Company’s Form 10-Q as filed with the Commission on November 22, 2016)
3.3*	Amended and Restated Articles of Incorporation of Chico’s FAS, Inc. (Filed as Exhibit 3.1 to the Company’s Form 10-Q as filed with the Commission on November 22, 2016)
4.1*	Form of specimen Common Stock Certificate (Filed as Exhibit 4.9 to the Company’s Form 10-K for the year ended January 29, 2005, as filed with the Commission on April 8, 2005)
10.1*	Employment letter agreement between the Company and Donna Noce Colaco, with employment commencing on August 6, 2007 (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended August 4, 2007, as filed with the Commission on August 29, 2007)
10.2*	Employment letter agreement between the Company and Laurie Van Brunt, dated as of April 21, 2010 (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended May 1, 2010, as filed with the Commission on May 28, 2010)
10.3*	Non-Employee Directors Stock Option Plan (Filed as Exhibit 10.49 to the Company’s Form 10-K for the year ended January 30, 1999, as filed with the Commission on April 28, 1999)
10.4*	First Amendment to Chico’s FAS, Inc. Non-Employee Directors Stock Option Plan (Filed as Exhibit 10.51 to the Company’s Form 10-K for the year ended January 29, 2000, as filed with the Commission on April 25, 2000)
10.5*	2002 Omnibus Stock and Incentive Plan (Filed as Exhibit 10.22 to the Company’s Form 10-K for the year ended February 2, 2002, as filed with the Commission on April 24, 2002)
10.6*	First Amendment to Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan, effective as of June 20, 2006 (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on June 22, 2006)
10.7*	Amended and Restated 2002 Omnibus Stock and Incentive Plan (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on July 2, 2008)
10.8*	Form of 2002 Omnibus Stock and Incentive Plan Stock Option Certificate for Employees (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on February 3, 2005)

64

10.9*	Revised Form of 2002 Omnibus Stock and Incentive Plan Stock Option Agreement for Employees (Filed as Exhibit 10.22 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
10.10*	Form of 2002 Omnibus Stock and Incentive Plan Stock Option Certificate for Non-Management Directors (Filed as Exhibit 10.2 to the Company’s Form 8-K, as filed with the Commission on February 3, 2005)
10.11*	Form of 2002 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Employees (Filed as Exhibit 10.25 to the Company’s Form 10-K for the year ended January 31, 2010, as filed with the Commission on March 28, 2008)
10.12*	Revised Form of 2002 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Employees (Filed as Exhibit 10.25 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
10.13*	Form of 2002 Omnibus Stock and Incentive Plan Performance-Based Restricted Stock Agreement for Employees (Filed as Exhibit 10.26 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
10.14*	Form of 2002 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Non-Management Directors (Filed as Exhibit 10.28 to the Company’s Form 10-K for the year ended February 2, 2008, as filed with the Commission on March 27, 2010)
10.15*	Form of 2002 Omnibus Stock and Incentive Plan Performance Share Unit Agreement for Employees (Filed as Exhibit 10.28 to the Company’s Form 10-K for the year ended January 30, 2010, as filed with the Commission on March 24, 2010)
10.16*	Form of 2012 Omnibus Stock and Incentive Plan (Filed as Exhibit 4.4 to the Company’s Form S-8, as filed with Commission on August 1, 2012)
10.17*	Chico’s FAS, Inc. 2002 Amended and Restated Employee Stock Purchase Plan (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended July 30, 2011, as filed with the Commission on August 24, 2011)
10.18*	Amended and Restated Chico’s FAS, Inc. Cash Bonus Incentive Plan (Filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended July 31, 2010, as filed with the Commission on August 27, 2010.
10.19*	Indemnification Agreement with David F. Walker (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended October 29, 2005, as filed with the Commission on November 29, 2005)
10.20*	Indemnification Agreement with Ross E. Roeder (Filed as Exhibit 10.8 to the Company’s Form 8-K as filed with the Commission on December 9, 2005)
10.21*	Indemnification Agreement with John J. Mahoney (Filed as Exhibit 10.1 to the Company’s Form 8-K as filed with the Commission on July 25, 2008)
10.22*	Indemnification Agreement with Andrea M. Weiss (Filed as Exhibit 10.43 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
10.23*	Indemnification Agreement with Stephen E. Watson (Filed as Exhibit 10.43 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
10.24*	Chico’s FAS, Inc. Deferred Compensation Plan effective April 1, 2002 (Filed as Exhibit 10.53 to the Company’s Form 10-K for the year ended February 2, 2002, as filed with the Commission on April 24, 2002)
10.25*	Chico’s FAS, Inc. 2005 Deferred Compensation Plan effective January 1, 2005 (amended and restated January 1, 2008) (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended November 1, 2008, as filed with the Commission on December 9, 2008)
10.26*	Lease Agreement between Joint Development Authority of Winder-Barrow County and Chico’s Real Estate, LLC dated as of March 25, 2002 (Filed as Exhibit 10.54 to the Company’s Form 10-K for the year ended February 2, 2002, as filed with the Commission on April 24, 2002)
10.27*	Credit Agreement by and among JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, the Company and the Lenders parties thereto dated as of July 27, 2011 (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on July 29, 2011)
10.28*	Amendment No. 1 to Credit Agreement by and among JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, the Company and the Lenders parties thereto dated as of September 14, 2011 (Filed as Exhibit 10.1 to the Company’s Form 10-Q, as filed with the Commission on November 23, 2011)

65

10.29*	Indemnification Agreement with Janice L. Fields (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on May 7, 2013)
10.30*	Amendment No. 3 dated as of February 25, 2015 to Credit Agreement by and among JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, the Company and the Lenders parties thereto dated as of July 27, 2011 (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on March 3, 2015)
10.31*	Indemnification Agreement with Todd E. Vogensen (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on April 1, 2015)
10.32*	Participation Agreement between the Company and Todd E. Vogensen (Filed as Exhibit 10.2 to the Company's Form 8-K, as filed with the Commission on April 1, 2015)
10.33*	Credit Agreement dated as of May 4, 2015 (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on May 8, 2015)
10.34*	Employment letter agreement between the Company and Todd E. Vogensen, dated as of March 3, 2015 (Filed as Exhibit 10.3 to the Company's Form 10-Q for the quarter ended May 2, 2015, as filed with the Commission on May 28, 2015)
10.35*	Employment letter agreement between the Company and Shelley Broader (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on October 30, 2015)
10.36*	Amendment No.1 to Second Amended and Restated 2002 Employee Stock Purchase Plan (Filed as Exhibit 10.59 to the Company's Form 10-K, as filed with the Commission on March 8, 2016)
10.37*	Indemnification Agreement with Shelly Broader (Filed as Exhibit 10.60 to the Company's Form 10-K, as filed with the Commission on March 8, 2016)
10.38*	Participation Agreement between the Company and Shelly Broader (Filed as Exhibit 10.61 to the Company's Form 10-K, as filed with the Commission on March 8, 2016)
10.39*	Amended employment letter agreement between the Company and Shelley Broader dated April 14, 2016 (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on April 14, 2016)
10.40*	Amended and Restated Officer Severance Plan (Filed as Exhibit 10.62 to the Company's Form 10-Q, as filed with the Commission on September 1, 2016)
10.41*	Employment letter agreement between the Company and Diane M. Ellis (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on October 7, 2016)
10.42*	Restrictive covenant agreement between the Company and Diane M. Ellis (Filed as Exhibit 10.2 to the Company's Form 8-K, as filed with the Commission on October 7, 2016)
10.43*	Amended Restricted Stock Agreement (Non-Soma Officers) (Filed as Exhibit 10.1 to the Company's Form 10-Q, as filed with the Commission on November 22, 2016)
10.44*	Amended Restricted Stock Agreement (Soma Officers) (Filed as Exhibit 10.2 to the Company's Form 10-Q, as filed with the Commission on November 22, 2016)
10.45*	Form of 2012 Omnibus Stock and Incentive Plan Performance Award Agreement for Restricted Stock Units (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on February 28, 2017)
10.46	Indemnification Agreement with Bonnie R. Brooks
10.47	Indemnification Agreement with William S. Simon
10.48	Amendment No.1 to 2012 Omnibus Stock and Incentive Plan
10.49	Amendment to Officer Severance Plan
10.50	Amended Restricted Stock Agreement
10.51	Amended Performance Award Agreement
18*	Preferability Letter from Independent Registered Certified Public Accounting Firm Regarding Change in Accounting Principle (Filed as Exhibit 18 to the Company's 10-Q, as filed with the Commission on May 27, 2016)
21	Subsidiaries of the Registrant

66

23	Consent of Ernst & Young LLP
31.1	Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Executive Officer
31.2	Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Financial Officer
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
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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

67

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By:	/s/ Shelley G. Broader
Shelley G. Broader
Chief Executive Officer, President and Director

Date: March 7, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Shelley G. Broader	Chief Executive Officer, President and Director (Principal Executive Officer)	March 7, 2017
Shelley G. Broader
/s/    Todd E. Vogensen	Executive Vice President, Chief Financial Officer and Assistant Corporate Secretary	March 7, 2017
Todd E. Vogensen
/s/    David M. Oliver	Group Vice President-Finance, Controller, and Chief Accounting Officer	March 7, 2017
David M. Oliver
/s/    David F. Walker	Chairman of the Board	March 7, 2017
David F. Walker
/s/    Bonnie R. Brooks	Director	March 7, 2017
Bonnie R. Brooks
/s/    Ross E. Roeder	Director	March 7, 2017
Ross E. Roeder
/s/    Janice L. Fields	Director	March 7, 2017
Janice L. Fields
/s/    William S. Simon	Director	March 7, 2017
William S. Simon
/s/    John J. Mahoney	Director	March 7, 2017
John J. Mahoney
/s/    Stephen E. Watson	Director	March 7, 2017
Stephen E. Watson
/s/    Andrea M. Weiss	Director	March 7, 2017
Andrea M. Weiss

68

EX-10.46

Exhibit 10.46

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 21st day of July, 2016, by and between Bonnie R. Brooks (the “Indemnified Party”) and CHICO’S FAS, INC., a Florida corporation (the “Corporation”).

WITNESSETH

WHEREAS, it is essential to the Corporation to retain and attract as Directors and/or Executive Officers the most capable persons available; and

WHEREAS, the substantial increase in corporate litigation subjects directors and officers to expensive litigation risks at the same time that the availability of directors’ and officers’ liability insurance has been severely limited; and

WHEREAS, in addition, the statutory indemnification provisions of the Florida Business Corporation Act and Article VII of the bylaws of the Corporation (the “Article”) expressly provide that they are non-exclusive; and

WHEREAS, the Indemnified Party does not regard the protection available under the Article and insurance, if any, as adequate in the present circumstances, and considers it necessary and desirable to his service as a Director and/or Executive Officer to have adequate protection, and the Corporation desires the Indemnified Party to serve in such capacity and have such protection; and

WHEREAS, the Florida Business Corporation Act and the Article provide that indemnification of Directors and Executive Officers of the Corporation may be authorized by agreement, and thereby contemplates that contracts of this nature may be entered into between the Corporation and the Indemnified Party with respect to indemnification of the Indemnified Party as a Director and/or Executive Officer of the Corporation.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:

1. INDEMNIFICATION GENERALLY.

(a)    Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating:

1

(1)    any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees);

(2)    any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or

(3)    any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings).

(ii)    The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy.

(iii)    In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in:

(1)Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or

(2)Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation.

(b)    Claims for Indemnification. (i) Whenever any claims shall arise for indemnification under this Agreement, the Indemnified Party shall notify the Corporation promptly and in any event within 30 days after the Indemnified Party has actual knowledge of the facts constituting the basis for such claim. The notice shall specify all facts known to the Indemnified Party giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom.

2

(ii)    Any indemnification under this Agreement shall be made no later than 30 days after receipt by the Corporation of the written notification specified in Section 1(b)(i), unless a determination is made within such 30 day period by (X) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the mater described in the notice of (Y) independent legal counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnified Party has not met the relevant standards for indemnification under this Agreement.

(c)    Rights to Defend or Settle; Third Party Claims, etc. (i) If the facts giving rise to any indemnification right under this Agreement shall involve any actual or threatened claim or demand against the Indemnified Party, or any possible claim by the Indemnified Party against any third party, such claim shall be referred to as a “Third Party Claim.” If the Corporation provides the Indemnified Party with an agreement in writing in form and substance satisfactory to the Indemnified Party and his counsel, agreeing to indemnify, defend or prosecute and hold the Indemnified Party harmless from all costs and liability arising from any Third Party Claim (an “Agreement of Indemnity”), and demonstrating to the satisfaction of the Indemnified Party the financial wherewithal to accomplish such indemnification, the Corporation may at its own expense undertake full responsibility for the defense or prosecution of such Third Party Claim. The Corporation may contest or settle any such Third Party Claim for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnified Party and not to contest or settle any Third Party Claim involving injunctive or equitable relief against or affecting the Indemnified Party of his properties or assets without the prior written consent of the Indemnified Party, such consent not to be withheld unreasonably. The Indemnified Party may participate at his own expense and with his own counsel in defense or prosecution of a Third Party Claim pursuant to this Section 1(c)(i), and such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement.

(ii)    If the Corporation fails to deliver a satisfactory Agreement of Indemnity and evidence of financial wherewithal within 10 days after receipt of notice pursuant to Section 1(b), the Indemnified Party may contest or settle the Third Party Claim on such terms as it sees fit but shall not reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. The Corporation may participate at its own expense and with its own counsel in defense or prosecution of a Third Party Claim pursuant to this Section 1(c)(ii), but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnified Party under this Agreement. All expenses (including attorneys’ fees) incurred in defending or prosecuting any Third Party Claim shall be paid promptly by the Corporation as the suit or other matter is proceeding, upon the submission of bills therefore or other satisfactory evidence of such expenditures during the pendency of any matter as to which indemnification is available under this Agreement. The failure to make such payments within 10 days after submission of evidence of those expenses shall constitute a breach of a material obligation of the Corporation under this Agreement.

(iii)    If by reason of any Third Party Claim a lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnified Party, the Corporation shall promptly furnish a satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment or execution.

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(iv)    The Indemnified Party shall cooperate in the defense of any Third Party Claim which is controlled by the Corporation, but the Indemnified Party shall continue to be entitled to indemnification and reimbursement for all costs and expenses incurred by him in connection therewith as provided in this Agreement.

(d)    Cooperation.    The parties to this Agreement shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any party hereto and, as may be reasonably related to any such claim or action, shall provide to the counsel, accountants and other representatives of each party access during normal business hours to all properties, personnel, books, records, contracts, commitments and all other business records of such other party and will furnish to such other party copies of all such documents as may be reasonably requested (certified, if requested).

(e)    Choice of Counsel.    In all matters as to which indemnification is available to the Indemnified Party under this Agreement, the Indemnified Party shall be free to choose and retain counsel, provided the Indemnified Party shall secure the prior written consent of the Corporation as to such selection, which consent shall not be unreasonably withheld.

(f)    Consultation.    If the Indemnified Party desires to retain the services of an attorney prior to the determination by the Corporation as to whether it will undertake the defense or prosecution of the Third Party Claim as provided in Section 1(c), the Indemnified Party shall notify the Corporation of such desire in the notice delivered pursuant to Section 1(b)(i), and such notice shall identify the counsel to be retained. The Corporation shall then have 10 days within which to advise the Indemnified Party whether it will assume the defense or prosecution of the Third Party Claim in accordance with Section 1(c)(i). If the Indemnified Party does not receive an affirmative response within such 10-day period, he shall be free to retain counsel of his choice, and the indemnity provided in Section 1(a) shall apply to the reasonable fees and disbursements of such counsel incurred after the expiration of such 10-day period. Any fees or disbursements incurred prior to the expiration of such 10-day period shall not be covered by the indemnity of Section 1(a).

(g)    Repayment. (i) Notwithstanding the other provisions of this Agreement to the contrary, if the Corporation has incurred any cost, damage or expense under this Agreement paid to or for the benefit of the Indemnified Party and it is determined by a court of competent jurisdiction from which no appeal may be taken that the Indemnified Party’s actions or omissions constitute “Nonindemnifiable Conduct” as that term is defined in Section 1(g)(ii), the Indemnified Party shall and does hereby undertake in such circumstances to reimburse the Corporation for any and all such amounts previously paid to or for the benefit of the Indemnified Party.

(ii)    For these purposes, “Nonindemnifiable Conduct” shall mean actions or omissions of the Indemnified Party material to the cause of action to which the indemnification under this Agreement related is determined to involve:

(1)    a violation of the criminal law, unless the Indemnified Party had reasonable cause to believe his conduct was lawful and had no reasonable cause to believe his conduct was unlawful;

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(2)    a transaction in which the Indemnified Party derived an improper personal benefit;

(3)    if the Indemnified Party is a director of the Corporation, a circumstance under which the liability provisions of Section 607.0834 (or any successor or similar statute) are applicable;

(4)    willful misconduct or a conscious disregard for the best interests of the Corporation (when indemnification is sought in a proceeding by or in the right of the Corporation to procure a judgment in favor of the Corporation or when indemnification is sought in a proceeding by or in the right of a stockholder); or

(5)    conduct pursuant to then applicable law that prohibits such indemnification.

2. TERM.

This Agreement shall be effective upon its execution by all parties and shall continue in full force and effect until the date seven years after the date of this Agreement, or seven years after the termination of the Indemnified Party’s employment or term of office, whichever is later, provided that such term shall be extended by any period of time during which the Corporation is in breach of a material obligation to the Indemnified Party, plus ninety days. Such term shall also be extended with respect to each Third Party Claim then pending and as to which notice under Section 1(b) has theretofore been given by the Indemnified Party to the Corporation, and this Agreement shall continue to be applicable to each such Third Party Claim.

3. REPRESENTATIONS AND AGREEMENTS OF THE CORPORATION.

(a)    Authority. The Corporation represents, covenants and agrees that it has the corporate power and authority to enter into this Agreement and to carry out its obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the Board of Directors of the Corporation. This Agreement is a valid and binding obligation of the Corporation and is enforceable against the Corporation in accordance with its terms.

(b)    Noncontestability. The Corporation represents, covenants and agrees that it will not initiate, and that it will use its best efforts to cause any of its Affiliates not to initiate, any action, suit or proceeding challenging the validity or enforceability of this Agreement.

(c)    Good Faith Judgment.     The Corporation represents, covenants and agrees that it will exercise good faith judgment in determining the entitlement of the Indemnified Party to indemnification under this Agreement.

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4. RELATIONSHIP OF THIS AGREEMENT TO OTHER INDEMNITIES.

(a)    Nonexclusivity. (i)     This Agreement and all rights granted to the Indemnified Party under this Agreement are in addition to and are not deemed to be exclusive with or of any other rights that may be available to the Indemnified Party under any Articles of Incorporation, bylaw, statute, agreement, or otherwise.

(ii)    The rights, duties and obligations of the Corporation and the Indemnified Party under this Agreement do no limit, diminish or supersede the rights, duties and obligations of the Corporation and the Indemnified Party with respect to the indemnification afforded to the Indemnified Party under any liability insurance, the Florida Business Corporation Act, or under the bylaws or the Articles of Incorporation of the Corporation. In addition, the Indemnified Party’s rights under this Agreement will not be limited or diminished in any respect by any amendment to the bylaws or the Articles of Incorporation of the Corporation.

(b)    Availability, Contribution, etc. (i)    The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time.

(ii)    Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement.

(iii)    If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him or amounts actually and reasonably paid in settlement by him in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled.

(iv)    If for any reason a court of competent jurisdiction from which no appeal can be taken rules than the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then in either event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of the Indemnified Party and the Corporation and its Affiliates.

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(c)    Allowance for Compliance with SEC Requirements.     The Indemnified Party acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

5. MISCELLANEOUS.

(a)    Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital transmission method; the day after it is sent, if sent by recognized expedited delivery service; and five days after it is sent, if mailed, first class mail, postage prepaid. In each case notice shall be sent to:

If to the Indemnified Party:

Bonnie R. Brooks

xx xxxxxxxxxxxxx

xxxxxxx, xx xxx xxxxxx

If to the Corporation:    

Chico’s FAS, Inc.

11215 Metro Parkway

Fort Myers, FL 33912

Attn: Corporate Secretary

or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 5(a).

(b)    Construction and Interpretation. (i)    This Agreement shall be construed pursuant to and governed by the substantive laws of the State of Florida (and any provision of Florida law shall not apply if the law of a state or jurisdiction other than Florida would otherwise apply).

(ii)    The headings of the various sections in this Agreement are inserted for the convenience of the parties and shall not affect the meaning, construction or interpretation of this Agreement.

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(iii)    Any provision of this Agreement which is determined by a court of competent jurisdiction to be prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. In any such case, such determination shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. If any provision or term of this Agreement is susceptible to two or more constructions or interpretations, one or more of which would render the provision or term void or unenforceable, the parties agree that a construction or interpretation which renders the term or provision valid shall be favorable.

(iv)    As used in this Agreement, (1) the word “including” is always without limitation; (2) the words in the singular number include words of the plural number and vice versa; and (3) the word “person” includes a trust, corporation, association, partnership, joint venture, business trust, unincorporated organization, limited liability company, government, public body or authority and any governmental agency or department as well as a natural person.

(c)    Entire Agreement.    This Agreement constitutes the entire Agreement, and supersedes all prior agreements and understandings, oral and written, among the parties to this Agreement with respect to the subject matter hereof.

(d)    Specific Enforcement. (i) The parties agree and acknowledge that in the event of a breach by the Corporation of its obligation promptly to indemnify the Indemnified Party as provided in this Agreement, or breach of any other material provision of this Agreement, damages at law will be an insufficient remedy to the Indemnified Party. Accordingly, the parties agree that, in addition to any other remedies or rights that may be available to the Indemnified Party, the Indemnified Party shall also be entitled, upon application to a court of competent jurisdiction, to obtain temporary or permanent injunctions to compel specific performance of the obligations of the Corporation under this Agreement.

(ii)    There shall exist in such action a rebuttable presumption that the Indemnified Party has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement, and the burden of proving that the relevant standards have not been met by the Indemnified Party shall be on the Corporation. Neither the failure of the corporation (including its Board of Directors or independent legal counsel) prior to the commencement of such action to have made a determination that indemnification is proper in the circumstances because the Indemnified Party has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that the Indemnified Party has not met such applicable standard of conduct, shall (X) constitute a defense to the action, (Y) create a presumption that the Indemnified Party has not met the applicable standard of conduct, or (Z) otherwise alter the presumption in favor of the Indemnified Party referred to in the preceding sentence.

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(e)    Cost of Enforcement; Interest. (i) If the Indemnified party engages the services of an attorney or any other third party or in any way initiates legal action to enforce his rights under this Agreement, including but not limited to the collection of monies due from the Corporation to the Indemnified Party, the prevailing party shall be entitled to recover all reasonable costs and expenses (including reasonable attorneys’ fees before and at trial and in appellate proceedings). Should the Indemnified Party prevail, such costs and expenses shall be in addition to monies otherwise due him under this Agreement.

(ii)    If any monies shall be due the Indemnified Party from the Corporation under this Agreement and shall not be paid within 30 days from the date of written request for payment, interest shall accrue on such unpaid amount at the rate of 2% per annum in excess of the prime rate announced from time to time by Bank of America, or such lower rate as may be required to comply with applicable law from the date when due until it is paid in full.

(f)    Application to Third Parties, Etc.    Nothing in this Agreement, whether express or implied, is intended or should be construed to confer upon, or to grant to, any person, except the Corporation, the Indemnified Party and their respective heirs, assignees and successors, any claim, right or remedy under or because of this Agreement or in any provision of it. This Agreement shall be binding upon and inure to the benefit of the successors in interest and assigns, heirs and personal representatives, as the case may be, of the parties, including any successor corporation resulting from a merger, consolidation, recapitalization, reorganization, sale of all or substantially all of the assets of the Corporation, or any other transaction resulting in the successor corporation assuming the liabilities of the Corporation under this Agreement (by operation of law, or otherwise).

(g)    Further Assurances.     The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects for the purpose of carrying out the transactions contemplated by this Agreement.

(h)    Venue; Process. The parties to this Agreement agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in the Circuit Court of the Twentieth Judicial Circuit of the State of Florida in and for Lee County or in the United States District Court for the Middle District of Florida, Tampa Division. Such jurisdiction and venue are merely permissive; jurisdiction and venue shall also continue to lie in any court where jurisdiction and venue would otherwise be proper. The parties agree that they will not object that any action commenced in the foregoing jurisdictions is commenced in a forum non conveniens. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court.

(i)    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

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(j)    Waiver and Delay. No waiver or delay in enforcing the terms of this Agreement shall be construed as a waiver of any subsequent breach. No action taken by the Indemnified Party shall constitute a waiver of his rights under this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

CHICO’S FAS, INC.

By:    /s/ L. Susan Faw

L. Susan Faw

Vice President – Legal & Compliance

Officer, Corporate Secretary

BONNIE R. BROOKS

By:    /s/ Bonnie R. Brooks

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EX-10.47

Exhibit 10.47

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 21st day of July, 2016, by and between William S. Simon (the “Indemnified Party”) and CHICO’S FAS, INC., a Florida corporation (the “Corporation”).

WITNESSETH

WHEREAS, it is essential to the Corporation to retain and attract as Directors and/or Executive Officers the most capable persons available; and

WHEREAS, the substantial increase in corporate litigation subjects directors and officers to expensive litigation risks at the same time that the availability of directors’ and officers’ liability insurance has been severely limited; and

WHEREAS, in addition, the statutory indemnification provisions of the Florida Business Corporation Act and Article VII of the bylaws of the Corporation (the “Article”) expressly provide that they are non-exclusive; and

WHEREAS, the Indemnified Party does not regard the protection available under the Article and insurance, if any, as adequate in the present circumstances, and considers it necessary and desirable to his service as a Director and/or Executive Officer to have adequate protection, and the Corporation desires the Indemnified Party to serve in such capacity and have such protection; and

WHEREAS, the Florida Business Corporation Act and the Article provide that indemnification of Directors and Executive Officers of the Corporation may be authorized by agreement, and thereby contemplates that contracts of this nature may be entered into between the Corporation and the Indemnified Party with respect to indemnification of the Indemnified Party as a Director and/or Executive Officer of the Corporation.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:

1. INDEMNIFICATION GENERALLY.

(a)    Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating:

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(1)    any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees);

(2)    any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or

(3)    any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings).

(ii)    The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy.

(iii)    In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in:

(1)Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or

(2)Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation.

(b)    Claims for Indemnification. (i) Whenever any claims shall arise for indemnification under this Agreement, the Indemnified Party shall notify the Corporation promptly and in any event within 30 days after the Indemnified Party has actual knowledge of the facts constituting the basis for such claim. The notice shall specify all facts known to the Indemnified Party giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom.

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(ii)    Any indemnification under this Agreement shall be made no later than 30 days after receipt by the Corporation of the written notification specified in Section 1(b)(i), unless a determination is made within such 30 day period by (X) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the mater described in the notice of (Y) independent legal counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnified Party has not met the relevant standards for indemnification under this Agreement.

(c)    Rights to Defend or Settle; Third Party Claims, etc. (i) If the facts giving rise to any indemnification right under this Agreement shall involve any actual or threatened claim or demand against the Indemnified Party, or any possible claim by the Indemnified Party against any third party, such claim shall be referred to as a “Third Party Claim.” If the Corporation provides the Indemnified Party with an agreement in writing in form and substance satisfactory to the Indemnified Party and his counsel, agreeing to indemnify, defend or prosecute and hold the Indemnified Party harmless from all costs and liability arising from any Third Party Claim (an “Agreement of Indemnity”), and demonstrating to the satisfaction of the Indemnified Party the financial wherewithal to accomplish such indemnification, the Corporation may at its own expense undertake full responsibility for the defense or prosecution of such Third Party Claim. The Corporation may contest or settle any such Third Party Claim for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnified Party and not to contest or settle any Third Party Claim involving injunctive or equitable relief against or affecting the Indemnified Party of his properties or assets without the prior written consent of the Indemnified Party, such consent not to be withheld unreasonably. The Indemnified Party may participate at his own expense and with his own counsel in defense or prosecution of a Third Party Claim pursuant to this Section 1(c)(i), and such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement.

(ii)    If the Corporation fails to deliver a satisfactory Agreement of Indemnity and evidence of financial wherewithal within 10 days after receipt of notice pursuant to Section 1(b), the Indemnified Party may contest or settle the Third Party Claim on such terms as it sees fit but shall not reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. The Corporation may participate at its own expense and with its own counsel in defense or prosecution of a Third Party Claim pursuant to this Section 1(c)(ii), but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnified Party under this Agreement. All expenses (including attorneys’ fees) incurred in defending or prosecuting any Third Party Claim shall be paid promptly by the Corporation as the suit or other matter is proceeding, upon the submission of bills therefore or other satisfactory evidence of such expenditures during the pendency of any matter as to which indemnification is available under this Agreement. The failure to make such payments within 10 days after submission of evidence of those expenses shall constitute a breach of a material obligation of the Corporation under this Agreement.

(iii)    If by reason of any Third Party Claim a lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnified Party, the Corporation shall promptly furnish a satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment or execution.

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(iv)    The Indemnified Party shall cooperate in the defense of any Third Party Claim which is controlled by the Corporation, but the Indemnified Party shall continue to be entitled to indemnification and reimbursement for all costs and expenses incurred by him in connection therewith as provided in this Agreement.

(d)    Cooperation.    The parties to this Agreement shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any party hereto and, as may be reasonably related to any such claim or action, shall provide to the counsel, accountants and other representatives of each party access during normal business hours to all properties, personnel, books, records, contracts, commitments and all other business records of such other party and will furnish to such other party copies of all such documents as may be reasonably requested (certified, if requested).

(e)    Choice of Counsel.    In all matters as to which indemnification is available to the Indemnified Party under this Agreement, the Indemnified Party shall be free to choose and retain counsel, provided the Indemnified Party shall secure the prior written consent of the Corporation as to such selection, which consent shall not be unreasonably withheld.

(f)    Consultation.    If the Indemnified Party desires to retain the services of an attorney prior to the determination by the Corporation as to whether it will undertake the defense or prosecution of the Third Party Claim as provided in Section 1(c), the Indemnified Party shall notify the Corporation of such desire in the notice delivered pursuant to Section 1(b)(i), and such notice shall identify the counsel to be retained. The Corporation shall then have 10 days within which to advise the Indemnified Party whether it will assume the defense or prosecution of the Third Party Claim in accordance with Section 1(c)(i). If the Indemnified Party does not receive an affirmative response within such 10-day period, he shall be free to retain counsel of his choice, and the indemnity provided in Section 1(a) shall apply to the reasonable fees and disbursements of such counsel incurred after the expiration of such 10-day period. Any fees or disbursements incurred prior to the expiration of such 10-day period shall not be covered by the indemnity of Section 1(a).

(g)    Repayment. (i) Notwithstanding the other provisions of this Agreement to the contrary, if the Corporation has incurred any cost, damage or expense under this Agreement paid to or for the benefit of the Indemnified Party and it is determined by a court of competent jurisdiction from which no appeal may be taken that the Indemnified Party’s actions or omissions constitute “Nonindemnifiable Conduct” as that term is defined in Section 1(g)(ii), the Indemnified Party shall and does hereby undertake in such circumstances to reimburse the Corporation for any and all such amounts previously paid to or for the benefit of the Indemnified Party.

(ii)    For these purposes, “Nonindemnifiable Conduct” shall mean actions or omissions of the Indemnified Party material to the cause of action to which the indemnification under this Agreement related is determined to involve:

(1)    a violation of the criminal law, unless the Indemnified Party had reasonable cause to believe his conduct was lawful and had no reasonable cause to believe his conduct was unlawful;

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(2)    a transaction in which the Indemnified Party derived an improper personal benefit;

(3)    if the Indemnified Party is a director of the Corporation, a circumstance under which the liability provisions of Section 607.0834 (or any successor or similar statute) are applicable;

(4)    willful misconduct or a conscious disregard for the best interests of the Corporation (when indemnification is sought in a proceeding by or in the right of the Corporation to procure a judgment in favor of the Corporation or when indemnification is sought in a proceeding by or in the right of a stockholder); or

(5)    conduct pursuant to then applicable law that prohibits such indemnification.

2. TERM.

This Agreement shall be effective upon its execution by all parties and shall continue in full force and effect until the date seven years after the date of this Agreement, or seven years after the termination of the Indemnified Party’s employment or term of office, whichever is later, provided that such term shall be extended by any period of time during which the Corporation is in breach of a material obligation to the Indemnified Party, plus ninety days. Such term shall also be extended with respect to each Third Party Claim then pending and as to which notice under Section 1(b) has theretofore been given by the Indemnified Party to the Corporation, and this Agreement shall continue to be applicable to each such Third Party Claim.

3. REPRESENTATIONS AND AGREEMENTS OF THE CORPORATION.

(a)    Authority. The Corporation represents, covenants and agrees that it has the corporate power and authority to enter into this Agreement and to carry out its obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the Board of Directors of the Corporation. This Agreement is a valid and binding obligation of the Corporation and is enforceable against the Corporation in accordance with its terms.

(b)    Noncontestability. The Corporation represents, covenants and agrees that it will not initiate, and that it will use its best efforts to cause any of its Affiliates not to initiate, any action, suit or proceeding challenging the validity or enforceability of this Agreement.

(c)    Good Faith Judgment.     The Corporation represents, covenants and agrees that it will exercise good faith judgment in determining the entitlement of the Indemnified Party to indemnification under this Agreement.

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4. RELATIONSHIP OF THIS AGREEMENT TO OTHER INDEMNITIES.

(a)    Nonexclusivity. (i)     This Agreement and all rights granted to the Indemnified Party under this Agreement are in addition to and are not deemed to be exclusive with or of any other rights that may be available to the Indemnified Party under any Articles of Incorporation, bylaw, statute, agreement, or otherwise.

(ii)    The rights, duties and obligations of the Corporation and the Indemnified Party under this Agreement do no limit, diminish or supersede the rights, duties and obligations of the Corporation and the Indemnified Party with respect to the indemnification afforded to the Indemnified Party under any liability insurance, the Florida Business Corporation Act, or under the bylaws or the Articles of Incorporation of the Corporation. In addition, the Indemnified Party’s rights under this Agreement will not be limited or diminished in any respect by any amendment to the bylaws or the Articles of Incorporation of the Corporation.

(b)    Availability, Contribution, etc. (i)    The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time.

(ii)    Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement.

(iii)    If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him or amounts actually and reasonably paid in settlement by him in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled.

(iv)    If for any reason a court of competent jurisdiction from which no appeal can be taken rules than the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then in either event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of the Indemnified Party and the Corporation and its Affiliates.

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(c)    Allowance for Compliance with SEC Requirements.     The Indemnified Party acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

5. MISCELLANEOUS.

(a)    Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital transmission method; the day after it is sent, if sent by recognized expedited delivery service; and five days after it is sent, if mailed, first class mail, postage prepaid. In each case notice shall be sent to:

If to the Indemnified Party:

William S. Simon

xxx xxxxxxxxxx

xxxxxxxx, xx xxxxx

If to the Corporation:    

Chico’s FAS, Inc.

11215 Metro Parkway

Fort Myers, FL 33912

Attn: Corporate Secretary

or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 5(a).

(b)    Construction and Interpretation. (i)    This Agreement shall be construed pursuant to and governed by the substantive laws of the State of Florida (and any provision of Florida law shall not apply if the law of a state or jurisdiction other than Florida would otherwise apply).

(ii)    The headings of the various sections in this Agreement are inserted for the convenience of the parties and shall not affect the meaning, construction or interpretation of this Agreement.

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(iii)    Any provision of this Agreement which is determined by a court of competent jurisdiction to be prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. In any such case, such determination shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. If any provision or term of this Agreement is susceptible to two or more constructions or interpretations, one or more of which would render the provision or term void or unenforceable, the parties agree that a construction or interpretation which renders the term or provision valid shall be favorable.

(iv)    As used in this Agreement, (1) the word “including” is always without limitation; (2) the words in the singular number include words of the plural number and vice versa; and (3) the word “person” includes a trust, corporation, association, partnership, joint venture, business trust, unincorporated organization, limited liability company, government, public body or authority and any governmental agency or department as well as a natural person.

(c)    Entire Agreement.    This Agreement constitutes the entire Agreement, and supersedes all prior agreements and understandings, oral and written, among the parties to this Agreement with respect to the subject matter hereof.

(d)    Specific Enforcement. (i) The parties agree and acknowledge that in the event of a breach by the Corporation of its obligation promptly to indemnify the Indemnified Party as provided in this Agreement, or breach of any other material provision of this Agreement, damages at law will be an insufficient remedy to the Indemnified Party. Accordingly, the parties agree that, in addition to any other remedies or rights that may be available to the Indemnified Party, the Indemnified Party shall also be entitled, upon application to a court of competent jurisdiction, to obtain temporary or permanent injunctions to compel specific performance of the obligations of the Corporation under this Agreement.

(ii)    There shall exist in such action a rebuttable presumption that the Indemnified Party has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement, and the burden of proving that the relevant standards have not been met by the Indemnified Party shall be on the Corporation. Neither the failure of the corporation (including its Board of Directors or independent legal counsel) prior to the commencement of such action to have made a determination that indemnification is proper in the circumstances because the Indemnified Party has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that the Indemnified Party has not met such applicable standard of conduct, shall (X) constitute a defense to the action, (Y) create a presumption that the Indemnified Party has not met the applicable standard of conduct, or (Z) otherwise alter the presumption in favor of the Indemnified Party referred to in the preceding sentence.

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(e)    Cost of Enforcement; Interest. (i) If the Indemnified party engages the services of an attorney or any other third party or in any way initiates legal action to enforce his rights under this Agreement, including but not limited to the collection of monies due from the Corporation to the Indemnified Party, the prevailing party shall be entitled to recover all reasonable costs and expenses (including reasonable attorneys’ fees before and at trial and in appellate proceedings). Should the Indemnified Party prevail, such costs and expenses shall be in addition to monies otherwise due him under this Agreement.

(ii)    If any monies shall be due the Indemnified Party from the Corporation under this Agreement and shall not be paid within 30 days from the date of written request for payment, interest shall accrue on such unpaid amount at the rate of 2% per annum in excess of the prime rate announced from time to time by Bank of America, or such lower rate as may be required to comply with applicable law from the date when due until it is paid in full.

(f)    Application to Third Parties, Etc.    Nothing in this Agreement, whether express or implied, is intended or should be construed to confer upon, or to grant to, any person, except the Corporation, the Indemnified Party and their respective heirs, assignees and successors, any claim, right or remedy under or because of this Agreement or in any provision of it. This Agreement shall be binding upon and inure to the benefit of the successors in interest and assigns, heirs and personal representatives, as the case may be, of the parties, including any successor corporation resulting from a merger, consolidation, recapitalization, reorganization, sale of all or substantially all of the assets of the Corporation, or any other transaction resulting in the successor corporation assuming the liabilities of the Corporation under this Agreement (by operation of law, or otherwise).

(g)    Further Assurances.     The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects for the purpose of carrying out the transactions contemplated by this Agreement.

(h)    Venue; Process. The parties to this Agreement agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in the Circuit Court of the Twentieth Judicial Circuit of the State of Florida in and for Lee County or in the United States District Court for the Middle District of Florida, Tampa Division. Such jurisdiction and venue are merely permissive; jurisdiction and venue shall also continue to lie in any court where jurisdiction and venue would otherwise be proper. The parties agree that they will not object that any action commenced in the foregoing jurisdictions is commenced in a forum non conveniens. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court.

(i)    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

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(j)    Waiver and Delay. No waiver or delay in enforcing the terms of this Agreement shall be construed as a waiver of any subsequent breach. No action taken by the Indemnified Party shall constitute a waiver of his rights under this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

CHICO’S FAS, INC.

By:    /s/ L. Susan Faw

L. Susan Faw

Vice President – Legal & Compliance

Officer, Corporate Secretary

WILLIAM S. SIMON

By:    /s/ William S. Simon

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EX-10.48

Exhibit 10.48

FIRST AMENDMENTOFCHICO’S FAS, INC. 2012 OMNIBUS STOCK AND INCENTIVE PLAN

WHEREAS, Chico’s FAS, Inc. (the “Employer”) maintains the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan, effective June 21, 2012 (the “Plan”), for the benefit of its eligible employees;

WHEREAS, the Employer deems it necessary and desirable to amend the Plan in certain respects; and

WHEREAS, this First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the amendment;

NOW, THEREFORE, by virtue of the authority reserved to the Employer by Section 8.9 of the Plan, the Plan is hereby amended, effective February 1, 2017, in the following respects:

1.Section 4.1(c) of the Plan is hereby amended and restated in its entirety to read as follows:

(c) To the extent provided by the Committee (or by the Board with respect to any Awards granted to Non-Employee Directors), any Award may be settled in cash rather than Common Stock. To the extent any shares of Common Stock covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or the shares of Common Stock are not delivered because the Award is settled in cash or used to satisfy the applicable tax withholding obligation, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under the Plan. Notwithstanding the preceding, with respect to a Restricted Stock Award, only such shares of Common Stock that are not delivered because they are used to satisfy the minimum amount required to satisfy statutory tax withholding requirements shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under the Plan; however, any such shares of Common

Stock that are not delivered because they are used to satisfy tax withholding obligations in excess of the minimum amount required to satisfy statutory tax withholding requirements shall be counted against the maximum number of shares of Common Stock available for delivery under the Plan.

2.Sections 8.5(a) and (b) of the Plan are hereby amended and restated in their entireties to read as follows:

(a) Power to Withhold; Methods to Satisfy. The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any federal, state or local withholding or other tax due from the Company with respect to any amount payable and/or shares issuable under the Plan, and the Company may defer such payment or issuance unless indemnified to its satisfaction. Whenever under the Plan payments are to be made in cash, such payments shall be made net of an amount sufficient to satisfy any federal, state or local withholding tax liability. The Committee or the Board, as the case may be, in its discretion, and subject to such requirements as the Committee or the Board may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of shares of Common Stock which the Participant already owns, or through the surrender of shares of Common Stock to which the Participant is otherwise then entitled under the Plan, in an amount up to the maximum statutory tax rates.

(b) Irrevocable Elections by Participants. Subject to the consent of the Committee or the Board, as the case may be, with respect to (i) the exercise of a Non-Qualified Stock Option, (ii) the lapse of restrictions on Restricted Stock, or (iii) the issuance of any other stock Award under the Plan, a Participant may make an irrevocable election (an “Election”) to (A) have shares of Common Stock otherwise issuable under (i) withheld, or (B) tender back to the Company shares of Common Stock received pursuant to (i), (ii) or (iii), or (C) deliver back to the Company pursuant to (i), (ii), or (iii) previously acquired shares of Common Stock having a Fair Market Value sufficient to satisfy all or part of the Participant’s estimated tax obligations associated with the transaction, in an amount up to the maximum statutory tax rates. Such Election must be made by a Participant prior to the date on which the relevant tax obligation arises. The Committee or the Board, as the case may be, may disapprove of any Election, may suspend or terminate the right to make Elections, or may provide with respect to any Award under the Plan that the right to make Elections shall not apply to such Awards.

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IN WITNESS WHEREOF, the Employer has caused this amendment to be executed by a duly authorized representative this 30th day of January, 2017.

Chico’s FAS, Inc.

By: /s/ Shelley G. Broader

Its: President and CEO

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EX-10.49

Exhibit 10.49

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 1PURPOSE AND TERM OF PLAN

Section 1.01Purpose 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 1.02Term 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 2DEFINITIONS

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.

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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, (a) termination due to unauthorized disclosure of proprietary information or trade secrets, or violation of any confidentiality or similar agreement signed by the Employee, (a) unauthorized disclosure of client or prospective client lists developed by Sponsor or Affiliate, (a) 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, (a) 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), (a) acts of dishonesty, (a) 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.

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; (a) death; (a) any of the reasons specified in Section 2.08; or (a) 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.

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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.

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 3PARTICIPATIONAND 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 3.02General Benefits Award Requirement. As a Terminated Employee, you shall not be eligible to receive a Benefit under the Plan unless:

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(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 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 3.03Execution 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 4CALCULATION 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:

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(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 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.

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(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 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.

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(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 4.02Reductions. 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 4.03Effect 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 4.04Benefits 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 5METHOD AND DURATION OF BENEFIT PAYMENTS

Section 5.01Method 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 5.02Cessation 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 6THE PLAN ADMINISTRATOR

Section 6.01Authority 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 6.02Records, 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 7AMENDMENT AND TERMINATION

Section 7.01Amendment, 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 8DUTIES OF SPONSOR AND AFFILIATES

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

Section 8.02Payment. 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 9CLAIMS PROCEDURES

Section 9.01Application 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 9.02Appeals 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 10MISCELLANEOUS

Section 10.01Nonalienation 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 10.02Severability 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 10.03Heirs, 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 10.04Headings 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 10.05Gender 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 10.06Unfunded 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.

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Section 10.07Appendices. 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, 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 10.08Lost 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 10.09Controlling 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 10.10409A 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.

By:/s/ 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.

B-1

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 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. Officer Severance Plan (the “Plan”). The terms of the Agreement are as follows:

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 (“NLRA”), the Age Discrimination in Employment Act (“ADEA”), the Fair Labor Standards Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act (“OWBPA”), 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.

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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 Equal Employment Opportunity Commission, 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 NLRA 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; 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:

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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 preceding the Employee’s Termination Date. For purposes herein, a Competing Business shall mean any direct competitor of Company, which, in general, means a specialty retailer of: (i) better women’s intimate apparel, sleepwear and bath and body products; or (ii) better women’s apparel whose target customers are 30 years of age or older and have an annual household income of $75,000 or more. Competing Business includes, but is not limited to: __________________.

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 companies other than the Competing Businesses named above; and (ii) there are many companies other than the Competing Businesses. 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.

c.Non-Solicitation of Employees. During the twenty-four (24) month period 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 Company.

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.

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7.Entire Agreement; No Other Promises. Except as to any continuing obligation of Company and Employee under any Restrictive Covenant Agreement or 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. If Employee has signed a Restrictive Covenant Agreement (“RCA”), and there is any conflict between this Agreement and Release and the RCA, the terms most favorable to Company govern. 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 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 on the first payroll date following Employee’s execution and non-revocation of the Separation Agreement and Release.

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.

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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.

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 understands 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]

Dated: _________________________

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EX-10.50

Exhibit 10.50

CHICO’S FAS, INC.
2012 OMNIBUS STOCK AND INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (this “Restricted Stock Agreement”) is effective as of the date of grant indicated on the Appendix hereto (the “Grant Date”), and is entered into between Chico’s FAS, Inc., a Florida corporation (the “Company”), and the Grantee named in the Appendix hereto (the “Employee”).

WHEREAS, the Human Resources, Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”) is authorized to make grants of Restricted Stock under the Company’s 2012 Omnibus Stock and Incentive Plan (as amended and in effect from time to time, the “Plan”);

WHEREAS, prior to the Grant Date, pursuant to the Plan, the Committee approved the grant of Restricted Stock to the Employee on the Grant Date provided that the Employee continues to be employed as an employee of the Company on the Grant Date;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth below, the parties hereto agree as follows:

1.Grant of Restricted Stock. The Company hereby grants to the Employee all right, title and interest in the record and beneficial ownership of the number of shares of common stock, $.01 par value per share, of the Company (“Common Stock”) indicated on the Appendix hereto subject to the provisions of this Restricted Stock Agreement (the “Restricted Stock”). The Restricted Stock is granted pursuant to the Plan and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of this Restricted Stock Agreement. The Employee agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Restricted Stock Agreement. To the extent the terms of the Plan and this Restricted Stock Agreement are in conflict, the terms of the Plan shall govern. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided in this Restricted Stock Agreement. All references to specified paragraphs pertain to paragraphs of this Restricted Stock Agreement unless otherwise specifically provided.

2.No Transfer of Nonvested Shares. During the period that any shares of Restricted Stock are nonvested under this Restricted Stock Agreement, such nonvested shares shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, other than by will, the laws of descent and distribution, by qualified domestic relations order or as expressly provided in Paragraph 3. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of the Employee.

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3.Custody of Restricted Stock. The shares of Restricted Stock will be issued in the name of the Employee and delivered electronically to the Plan Administrator as escrow agent (the “Escrow Agent”), and will not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered unless and until the expiration of the Restriction Period set forth in Paragraph 5 or the occurrence of any of the events contemplated by Paragraphs 6 or 7. Notwithstanding the foregoing, while such restrictions remain in effect, the Employee may transfer the shares of Restricted Stock to a trust created by such Employee for the benefit of the Employee and the Employee’s family as part of the Employee’s estate planning program, provided that prior to any such transfer, (a) the Employee must submit to the Company a legal opinion of the Employee’s counsel, satisfactory to the Committee, that the transfer to such trust and the holdings of the shares of Restricted Stock by such trust shall have no adverse tax or securities law consequences for the Company and (b) the trust must execute and deliver to the Company a joinder to this Restricted Stock Agreement, satisfactory to the Committee, which shall, among other things, acknowledge the terms of the grant of the Restricted Stock and the restrictions on transfer of the shares of Restricted Stock imposed and established pursuant to the terms of this Restricted Stock Agreement and the Plan, and the trust must continue the deposit of the shares of Restricted Stock with the Escrow Agent and deposit with the Escrow Agent a stock power endorsed in blank by the trustee on behalf of the trust. The Company may instruct the transfer agent for its Common Stock to reflect in its records the restrictions on transfer set forth in this Restricted Stock Agreement and the Plan. No shares of Restricted Stock will be delivered by the Escrow Agent to the Employee as provided in Paragraph 9 unless and until the shares of Restricted Stock have vested and all other terms and conditions in this Restricted Stock Agreement and the Plan have been satisfied.

4.Risk of Forfeiture. Subject to Paragraphs 6 and 7, upon termination of employment (as defined in Paragraph 8) prior to the end of a Restriction Period, the Employee shall forfeit the right to receive the Restricted Stock that would otherwise have vested at the end of said Restriction Period. The Employee hereby appoints the Escrow Agent with full power of substitution, as the Employee’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Employee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to electronically transfer such nonvested shares of Restricted Stock to the Company upon such forfeiture.

5.Vesting Dates. Subject to Paragraphs 6 and 7, the restrictions applicable to the Restricted Stock will lapse in accordance with the following Restriction Periods, as shown in the Vesting Schedule indicated on the Appendix hereto: (i) the restrictions as to one-third of the Restricted Stock will lapse on the first anniversary of the Grant Date; (ii) the restrictions as to an additional one-third of the Restricted Stock will lapse on the second anniversary of the Grant Date; and (iii) the restrictions as to the remaining one-third of the Restricted Stock will lapse on the third anniversary of the Grant Date. The restrictions applicable to the Restricted Stock will lapse only in whole share increments.

6.Termination of Service. The Employee’s voluntary or involuntary termination of employment (as defined in Paragraph 8) shall affect the Employee’s rights under this Restricted Stock Agreement as follows:

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a.Voluntary Termination or Termination for Cause. If, other than as specified below, the Employee voluntarily terminates employment with the Company or the Employee’s employment is terminated by the Company for Cause, then the Employee shall forfeit the right to receive all nonvested Restricted Stock. For purposes of this Restricted Stock Agreement, “Cause” for termination shall exist if the Employee engages in any of the following conduct:

(i) Conduct resulting in a conviction of, or entering a plea of no contest to, any felony;

(ii) Conduct resulting in a conviction of, or entering a plea of no contest to, any crime related to employment, but specifically excluding traffic offenses;

(iii) Continued neglect, gross negligence, or willful misconduct by the Employee in the performance of the Employee’s duties, which has a material adverse effect on the Company or its subsidiaries;

(iv) Willful failure to take actions permitted by law and necessary to implement the policies of the Company or its subsidiaries as such policies have been communicated to the Employee;

(v) Material breach of the terms of this Restricted Stock Agreement; or

(vi) Drug or alcohol abuse to the extent that such abuse has an obvious and material adverse effect on the Company or its subsidiaries or upon the Employee’s ability to perform his or her duties and responsibilities.

b.Involuntary Termination without Cause. If the Employee’s employment is terminated by the Company without Cause, then the Employee shall forfeit the right to receive all nonvested Restricted Stock under this Restricted Stock Agreement. The Committee, or its delegee, as applicable, shall retain the authority to accelerate vesting of all or a portion of this Award in its discretion.

7.Retirement, Change in Control, Death or Disability. The Employee’s Retirement, or death or Disability, or a Change in Control, shall affect the Employee’s rights under this Restricted Stock Agreement as follows:

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a.Retirement. If the Employee’s employment with the Company (as defined in Paragraph 8) is terminated by Retirement prior to the last day of a Restriction Period, then as of the Termination Date, such number of shares of nonvested Restricted Stock equal to the Accelerated Portion shall fully vest, all restrictions (other than those described in Paragraph 12) applicable to the Accelerated Portion of the nonvested Restricted Stock shall terminate, the Company shall release from escrow or trust and shall deliver the Accelerated Portion of the nonvested Restricted Stock as provided under Paragraph 9 and the Employee shall forfeit the right to receive all shares of the nonvested Restricted Stock in excess of the Accelerated Portion. For these purposes, the “Accelerated Portion” shall be equal to the number of shares which is the product of (i) a fraction, the numerator of which is the number of completed months elapsed beginning on the Grant Date and ending on the Termination Date and the denominator of which is the total number of months beginning on the Grant Date and ending on the last day of the last Restriction Period, multiplied by (ii) the total number of shares of nonvested Restricted Stock immediately prior to the Termination Date. For these purposes, the Employee’s position as an employee of the Company will not be considered to be terminated by “Retirement” unless prior to the Termination Date (i) the Employee provides written notice to the Company of intent to formally retire; (ii) the Employee has reached age 55; (iii) the Employee’s combined age and years of service with the Company as an employee is equal to 65 or greater; and (iv) the Company approves the Employee’s request to retire, which approval is in the sole discretion of the Committee, or its delegee, as applicable.

b.Death or Disability. If the Employee’s employment by the Company (as defined in Paragraph 8) is terminated by death or due to a Disability, then immediately all nonvested Restricted Stock shall fully vest and all restrictions (other than described in Paragraph 12) applicable to Restricted Stock shall terminate. For purposes of this Restricted Stock Agreement, Disability shall mean that the Employee was approved for a disability benefit under the Company’s long-term disability plan.

c.Change in Control. If a Change in Control shall occur, then all nonvested Restricted Stock shall fully vest, all restrictions (other than those described in Paragraph 12) applicable to such Restricted Stock shall terminate and the Company shall release from escrow or trust and shall deliver to the Employee all shares of Restricted Stock as provided in Paragraph 9, but only if either: (i) the successor company does not assume, convert, continue, or otherwise replace the Restricted Stock on proportionate and equitable terms or (ii) if the successor company does assume, convert, continue, or otherwise replace the Restricted Stock on proportionate and equitable terms and the Employee is terminated without Cause within twelve (12) months following the Change in Control.

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8.Definition of Employment and Termination. For purposes of this Restricted Stock Agreement, “employment” means employment by the Company and/or its subsidiary (as “subsidiary” is defined under the Plan). “Termination Date” means the date upon which the Employee is separated from employment, whether voluntary or involuntary. Neither the transfer of the Employee from employment by the Company to employment by a subsidiary, nor the transfer of the Employee from employment by a subsidiary to employment by the Company, nor the transfer of the Employee from employment by a subsidiary to employment by another subsidiary shall be deemed to be a termination of employment of the Employee. Furthermore, in no event shall employment be deemed terminated under this Restricted Stock Agreement unless and until the Employee’s employment by the Company, to the extent applicable, and each of its subsidiaries, to the extent applicable, is terminated such that the Employee is no longer employed by the Company or any of its subsidiaries. Moreover, the employment of the Employee shall not be deemed to have been terminated because of absence from active employment on account of temporary illness or during authorized vacation or during temporary leaves of absence from active employment granted by the Company or a subsidiary for reasons of professional advancement, education, health, or government service, or during military leave for any period if the Employee returns to active employment within 90 days after the termination of military leave, or during any period required to be treated as a leave of absence by virtue of any valid law or agreement. The Plan Administrator’s determination in good faith regarding whether a termination of employment of any type or Disability has occurred shall be conclusive and determinative.

9.Issuance and Delivery of Shares; Ownership Rights.

a.Issuance and Delivery of Shares. Once vested, the shares of vested Restricted Stock will be delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator and will be freely transferable by the Employee. The Committee may change the procedure for issuance and delivery of shares of vested Restricted Stock at any time. Notwithstanding any other provision of this Restricted Stock Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 9 shall be subject to the requirements of Paragraph 12, including restrictions on transfer as provided therein to the extent applicable.

b.Ownership Rights. Subject to the restrictions set forth herein and subject to Paragraph 12, the Employee is entitled to all voting and ownership rights applicable to the Restricted Stock, including the right to receive any dividends that may be paid on the Restricted Stock, whether or not vested. (Information on the Company’s stock, Annual Reports, and other relevant information may be found under the Investor Relations Sections of the Company’s website: www.chicosfas.com.)

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10.Reorganization of Company and Subsidiaries. The existence of this Restricted Stock Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11.Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving the Company (“Recapitalization Events”), then for all purposes references herein to Common Stock or to Restricted Stock shall mean and include all securities or other property (other than cash) that holders of Common Stock of the Company are entitled to receive in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Restricted Stock.

12.Certain Restrictions. By accepting the Restricted Stock, the Employee agrees that if at the time of delivery of the shares of Restricted Stock issued hereunder any sale of such shares is not covered by an effective registration statement filed under the Securities Act of 1933 (the “Act”), the Employee will acquire the Restricted Stock for the Employee’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and upon any such acquisition the Employee will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with the Act or any other securities law or with this Restricted Stock Agreement.

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13.Confidentiality. By accepting the Restricted Stock, the Employee agrees that during the twenty-four (24) month period immediately following the Termination Date, the Employee will not use or disclose the Company’s and/or its subsidiaries’ Confidential Information, except in the faithful performance of the Employee’s duties for the Company. For purposes of this Restricted Stock Agreement, Confidential Information includes trade secrets and other confidential and proprietary information and materials pertaining to, among other things: (a) designs (including garment and fabric) and fashion trends; (b) sourcing, manufacturing, merchandising, licensing and supply chain processes, techniques and plans; (c) advertising, marketing and promotional plans; (d) technical and business strategies and processes; (e) sales, revenues, profits, margin, expenses, and other financial information; (f) relationships between the Company and its customers, its vendors and its employees; (g) customers’ personal identifying information; (h) stores and real estate, including expansion and relocation plans; (i) store operations, including policies and procedures; (j) compensation, benefits, performance history and other information relating to the Company’s and/or its subsidiaries’ employees; and (k) acquisitions, mergers, divestitures, and agreements regarding franchising and distribution. Confidential Information does not include information that is, or becomes, generally known within the industry or generally available to the public (unless through the Employee’s improper disclosure). The purpose of this provision is to protect the Company’s and/or its subsidiaries’ legitimate interest in maintaining the confidentiality of its private business information; accordingly, nothing herein is intended to or shall be construed to prohibit communications among associates regarding their compensation or any other terms and conditions of employment. Nothing in this Restricted Stock Agreement is intended to or will be used in any way to limit the Employee’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

14.Non-Competition. By accepting the Restricted Stock, the Employee agrees that during the Restricted Period as defined below, the Employee will not, directly or indirectly, perform any job, task, function, skill, or responsibility for a Competing Business within the Restricted Territory that the Employee has provided for the Company (or its subsidiaries) within the twelve (12) month period immediately preceding Employee’s Termination Date. For purposes of this Restricted Stock Agreement, a Competing Business shall mean any direct competitor of the Company which, in general, means a specialty retailer of: (i) better women’s intimate apparel, sleepwear and bath and body products; or (ii) better women’s apparel whose target customers are 30 years of age or older and have an annual household income of $75,000 or more. Competing Business includes, but is not limited to: The J. Jill Group, Inc., L Brands, Inc., Soft Surroundings Holdings, LLC, The Talbots, Inc., GAP, Inc., Victoria’s Secret Stores, Inc., and Ascena Retail Group, Inc. The Restricted Period means the period immediately following the Employee’s Termination Date, and is a six (6) month period for Vice Presidents and below; a twelve (12) month period for Senior, Group and Executive Vice Presidents; and a twenty-four (24) month period in case of the Chief Executive Officer. The Restricted Territory means where Company’s products are marketed at the time of Employee’s termination. The Employee acknowledges that the foregoing restrictions may impair the Employee’s ability to engage in certain business activities during the defined period, but acknowledges that these restrictions are reasonable consideration for the grant of the Restricted Stock hereunder.

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15.Nonsolicitation. By accepting the Restricted Stock, the Employee agrees that for a period of two (2) years following the Termination Date, the Employee will not directly or indirectly solicit, induce or attempt to influence any Company employee (including any Company’s subsidiaries’ employee) to leave the Company’s employ, nor will the Employee assist anyone in soliciting or recruiting a Company employee (including a Company’s subsidiaries’ employee) for purposes of being employed or retained as a consultant or contractor elsewhere.     

16.Noncompliance Reporting. By accepting the Restricted Stock, the Employee agrees that if, at any time, the Employee learns of information suggesting conduct by an officer or employee of the Company (including of the Company’s subsidiaries) or a member of the Company’s Board of Directors that is unlawful, unethical, or constitutes a material violation of any Company policy, regardless of the source of such information, the Employee will report promptly such information to the Company through any of the Company’s internal mechanisms available for the reporting of such conduct such as, for instance, the Company’s Ethics and Compliance Hotline. Nothing in this Restricted Stock Agreement is intended to or will be used in any way to limit the Employee’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

17.Amendment and Termination. No amendment or termination of this Restricted Stock Agreement which would impair the rights of the Employee shall be made by the Board, the Committee or the Plan Administrator at any time without the written consent of the Employee. No amendment or termination of the Plan will adversely affect the right, title and interest of the Employee under this Restricted Stock Agreement or to Restricted Stock granted hereunder without the written consent of the Employee.

18.No Guarantee of Employment. This Restricted Stock Agreement shall not confer upon the Employee any right with respect to continuance of employment or other service with the Company or any subsidiary, nor shall it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate such Employee’s employment or other service at any time.

19.Withholding of Taxes. The Company shall have the right to (i) make deductions from the number of shares of Restricted Stock otherwise deliverable upon satisfaction of the conditions precedent under this Restricted Stock Agreement (and other amounts payable under this Restricted Stock Agreement) in an amount sufficient to satisfy withholding of any federal, state or local taxes required by law, or (ii) take such other action as may be necessary or appropriate to satisfy any such tax withholding obligations, provided, in any event, the Company shall withhold only the minimum amount necessary to satisfy applicable statutory withholding requirements unless the Employee has elected to have an additional amount (up to the maximum allowed by law) withheld.

20.No Guarantee of Tax Consequences. Neither the Company nor any subsidiary nor the Plan Administrator makes any commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Restricted Stock Agreement.

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21.Entire Agreement. This Restricted Stock Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.

22.Severability. In the event that any provision of this Restricted Stock Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Agreement and this Restricted Stock Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

23.Governing Law. This Restricted Stock Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.

24.Miscellaneous Provisions.

a.Not a Part of Salary. The grant of an Award under the Plan is not intended to be a part of the salary of the Employee.

b.Conflicts with Any Employment Agreement. Notwithstanding paragraph 21 above, if the Employee has an employment agreement with the Company or any of its subsidiaries which contains different or additional provisions relating to vesting of restricted stock awards, or otherwise conflicts with the terms of this Restricted Stock Agreement, the provisions of the employment agreement shall govern.

c.Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee’s promises herein.

d.Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.

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EX-10.51

Exhibit 10.51

CHICO’S FAS, INC.
2012 OMNIBUS STOCK AND INCENTIVE PLAN
PERFORMANCE AWARD AGREEMENT
FOR RESTRICTED STOCK UNITS

This Performance Award Agreement (this “Performance Award Agreement”) is effective as of the date of grant indicated on the Appendix hereto (the “Grant Date”), and is entered into between Chico’s FAS, Inc., a Florida corporation (the “Company”), and the Grantee named in the Appendix hereto (the “Employee”).

WHEREAS, the Human Resources, Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”) is authorized to make grants of Performance Awards under the Company’s 2012 Omnibus Stock and Incentive Plan (as amended and in effect from time to time, the “Plan”);

WHEREAS, the Committee approved this Performance Award grant, pursuant to the Plan, to the Employee on the Grant Date provided that the Employee continues to be employed as an employee of the Company on the Grant Date;

WHEREAS, the Committee determined and established the performance measures and goals and continued employment requirements that must be achieved in order for the Employee to earn and vest in the Performance Award;

WHEREAS, the Committee intends the Performance Award to be “performance-based compensation” as such term is used in Section 162(m) of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth below, the parties hereto agree as follows:

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1.Grant of Performance-Based Restricted Stock Units. The Company hereby sets forth the right for the Employee to receive the target number of Restricted Stock Units indicated on the Appendix hereto (the “Target”) at the end of the defined Restriction Periods set forth in Paragraph 5, with the earn-out opportunity to receive Restricted Stock Units equal to 0% - 175% of the Target (the “Performance Award”), subject to the achievement of the Performance Goals set forth in Paragraph 2. Upon the achievement and certification of the Performance Goals as provided in Paragraph 2.b, on the first anniversary of the Grant Date, each earned Restricted Stock Unit shall entitle the Employee to receive one share of Common Stock of the Company, issued as Restricted Stock as provided in Paragraph 9 and subject to additional employment requirements and other conditions set forth in this Performance Award Agreement. The Performance Award is granted pursuant to the Plan and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of this Performance Award Agreement. The Employee agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Performance Award Agreement. To the extent the terms of the Plan and this Performance Award Agreement are in conflict, the terms of the Plan shall govern. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided in this Performance Award Agreement. All references to specified paragraphs pertain to paragraphs of this Performance Award Agreement unless otherwise specifically provided.

2.Performance Goals. The Employee’s right to receive the Performance Award is subject to the following conditions (and the Performance Award shall not be considered earned until all of the below conditions are met):

a.The Employee continues to be employed through the Vesting Dates set forth in Paragraph 5, subject to the provisions in Paragraph 7, and

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b.The performance goals established by the Committee (the “Performance Goals”) are achieved as provided in this Paragraph 2.b. The Committee will establish (and communicate to the Employee) the Performance Goals within the first 90 days of the Performance Period. Such Performance Goals will be based upon the return on net assets (“RONA”) for the Performance Period and will be set at threshold, target and maximum levels, with interpolation for performance between those levels. The “Performance Period” begins on January 29, 2017 and ends on February 3, 2018. The Committee may adjust the previously established Performance Goals during the Performance Period, provided, however, that for any Performance Award for an Employee that is covered by Section 162(m) of the Code, the Committee shall only make adjustments to the previously established Performance Goals that are permitted under Section 162(m) of the Code but shall in all events have the ability in its sole discretion to exercise negative discretion to reduce the Performance Award. If the actual performance level is below the established threshold, no Restricted Stock Units underlying the Performance Award shall be payable under this Performance Award Agreement. If the actual performance level is above the established maximum, no Restricted Stock Units underlying the Performance Award shall be payable above such maximum. The Committee shall determine and certify the level of performance following the end of the Performance Period but in all events prior to the first anniversary of the Grant Date. Except as provided otherwise in Paragraph 7.c (with regard to a Change in Control during the Performance Period), any Restricted Stock Units underlying the Performance Award that are not, based on the Committee’s determination, earned by performance during the Performance Period shall be cancelled and forfeited.

3.No Transfer of Nonvested Restricted Stock Units or Restricted Stock. During the period that any Restricted Stock Units or Restricted Stock underlying the Performance Award are nonvested as set forth in this Performance Award Agreement, the Employee shall have no rights to or with respect to such Restricted Stock Units or Restricted Stock except as specifically set forth in this Performance Award Agreement, and, during the applicable Restriction Period, such nonvested Restricted Stock Units and Restricted Stock shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, other than by will, the laws of descent and distribution or by qualified domestic relations order. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of the Employee.

4.Risk of Forfeiture. Subject to Paragraphs 6 and 7, upon termination of employment (as defined in Paragraph 8) prior to the end of a Restriction Period, the Employee shall forfeit the right to receive the Performance Award that would otherwise have vested at the end of said Restriction Period.

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5.Vesting Dates. Subject to Paragraphs 6 and 7, if the employment requirements are met and the Performance Goals set forth in Paragraph 2 are achieved, the restrictions applicable to the Performance Award will lapse in accordance with the following Restriction Periods, as shown in the Vesting Schedule indicated on the Appendix hereto: (i) one-third (33.3%) of the Performance Award will vest on the second anniversary of the Grant Date ; and (ii) the remaining two-thirds (66.7%) of the Performance Award will vest on the third anniversary of the Grant Date (each a “Vesting Date”). To the extent the vesting provisions in this Paragraph 5 would result in a fractional share, such fractional share shall vest on the second Vesting Date. On each Vesting Date, to the extent not previously forfeited, the restrictions (other than those set forth in Paragraph 12) on the shares of Restricted Stock shall lapse and the shares of Common Stock shall be delivered as provided in Paragraph 9.

6.Termination of Service. The Employee’s voluntary or involuntary termination of employment (as defined in Paragraph 8) shall affect the Employee’s rights under this Performance Award Agreement as follows:

a.Voluntary Termination or Termination for Cause. If, other than as specified below, the Employee voluntarily terminates employment with the Company or the Employee’s employment is terminated by the Company for Cause prior to a Vesting Date, then the Employee shall forfeit the right to receive any nonvested Restricted Stock Units and nonvested Restricted Stock underlying the Performance Award. For purposes of this Performance Award Agreement, “Cause” for termination shall exist if the Employee engages in any of the following conduct:

(i) Conduct resulting in a conviction of, or entering a plea of no contest to, any felony;

(ii) Conduct resulting in a conviction of, or entering a plea of no contest to, any crime related to employment, but specifically excluding traffic offenses;

(iii) Continued neglect, gross negligence, or willful misconduct by the Employee in the performance of the Employee’s duties, which has a material adverse effect on the Company or its subsidiaries;

(iv) Willful failure to take actions permitted by law and necessary to implement the policies of the Company or its subsidiaries as such policies have been communicated to the Employee;

(v) Material breach of the terms of this Performance Award Agreement; or

(vi) Drug or alcohol abuse to the extent that such abuse has an obvious and material adverse effect on the Company or its subsidiaries or upon the Employee’s ability to perform his or her duties and responsibilities.

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b.Involuntary Termination without Cause. If the Employee’s employment is terminated by the Company without Cause prior to a Vesting Date, then the Employee shall forfeit the right to receive any nonvested Restricted Stock Units and nonvested Restricted Stock underlying the Performance Award. The Committee, or its delegee, as applicable, shall retain the authority to accelerate time-vesting and payment of all or a portion of the Performance Award in its discretion, provided, however, in such event, the related Performance Goals must still be achieved and, to the extent earned, either the Performance Award shall be issued and delivered as unrestricted shares of Common Stock as provided in Paragraph 9 on the first anniversary of the Grant Date or, if such termination occurs after the first anniversary of the Grant Date, the nonvested Restricted Stock issued on the first anniversary of the Grant Date shall fully vest on the Termination Date.

7.Retirement, Change in Control, Death or Disability. The Employee’s Retirement, or death or Disability, or a Change in Control, shall affect the Employee’s rights under this Performance Award Agreement as follows:

a.Retirement. If the Employee’s employment with the Company (as defined in Paragraph 8) is terminated due to Retirement on or prior to the first anniversary of the Grant Date, to the extent not previously forfeited, then as of the first anniversary of the Grant Date and subject in all events to the achievement of the Performance Goals set forth in Paragraph 2, the Prorated Portion (as defined below) of the nonvested but otherwise earned Restricted Stock Units shall fully vest and shall be issued and delivered as unrestricted shares of Common Stock as provided under Paragraph 9 on the first anniversary of the Grant Date and the Employee shall forfeit the right to receive all Restricted Stock Units in excess of the earned Prorated Portion. If the Employee’s employment with the Company (as defined in Paragraph 8) is terminated due to Retirement after the first anniversary of the Grant Date, to the extent not previously vested or previously forfeited, then the Prorated Portion of the nonvested Restricted Stock shall fully vest on the Termination Date and the Employee shall forfeit the right to receive all shares of the nonvested Restricted Stock in excess of the Prorated Portion. For these purposes, the “Prorated Portion” shall be equal to the number of shares which is the product of (i) a fraction, the numerator of which is the number of completed months elapsed beginning on the Grant Date and ending on the Termination Date and the denominator of which is the total number of months beginning on the Grant Date and ending on the last day of the last Restriction Period, multiplied by (ii) the total number of nonvested Restricted Stock Units or shares of nonvested Restricted Stock, whichever is applicable, immediately prior to the Termination Date. For these purposes, the Employee’s position as an employee of the Company will not be considered to be terminated by “Retirement” unless prior to the Termination Date: (i) the Employee provides written notice to the Company of intent to formally retire; (ii) the Employee has reached age 55; (iii) the Employee’s combined age and years of service with the Company as an employee is equal to 65 or greater; and (iv) the Company approves the Employee’s request to retire, which approval is in the sole discretion of the Committee, or its delegee, as applicable.

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b.Death or Disability. If the Employee’s employment by the Company (as defined in Paragraph 8) is terminated by death or due to a Disability prior to a Vesting Date, to the extent not previously and vested or previously forfeited, then the Performance Award shall become fully vested subject to the performance requirements in Paragraph 2.b. and, to the extent earned, either the Performance Award shall be issued and delivered as unrestricted shares of Common Stock as provided in Paragraph 9 on the first anniversary of the Grant Date or, if such termination occurs after the first anniversary of the Grant Date, the nonvested Restricted Stock issued on the first anniversary of the Grant Date shall fully vest on the Termination Date. For purposes of this Performance Award Agreement, “Disability” shall mean that the Employee was approved for a disability benefit under the Company’s long-term disability plan.

c.Change in Control. If a Change in Control occurs following the Performance Period, then the Performance Award shall be converted immediately to shares of Common Stock (to the extent not previously converted) and shall vest fully, all restrictions (other than those set forth in Paragraph 12) applicable to such Performance Award shall terminate, and, on the date of the Change in Control, the Company shall issue and deliver as provided in Paragraph 9 all such shares of Common Stock earned based on the actual achievement of the Performance Goals.

If a Change in Control occurs during the Performance Period, the Performance Award shall be converted into shares of Common Stock at 100% of the Target level of shares, and shall fully vest upon the Change in Control, all restrictions (other than those set forth in Paragraph 12) applicable to such Performance Award shall terminate, and, on the date of the Change in Control, the Company shall issue and deliver as provided in Paragraph 9 all shares based on the Target achievement of the Performance Goals.

8.Definition of Employment and Termination. For purposes of this Performance Award Agreement, “employment” means employment by the Company and/or its subsidiary (as “subsidiary” is defined under the Plan). “Termination Date” means the date upon which the Employee is separated from employment, whether voluntary or involuntary. Neither the transfer of the Employee from employment by the Company to employment by a subsidiary, nor the transfer of the Employee from employment by a subsidiary to employment by the Company, nor the transfer of the Employee from employment by a subsidiary to employment by another subsidiary shall be deemed to be a termination of employment of the Employee. Furthermore, in no event shall employment be deemed terminated under this Performance Award Agreement unless and until the Employee’s employment by the Company, to the extent applicable, and each of its subsidiaries, to the extent applicable, is terminated such that the Employee is no longer employed by the Company or any of its subsidiaries. Moreover, the employment of the Employee shall not be deemed to have been terminated because of absence from active employment on account of temporary illness or during authorized vacation or during temporary leaves of absence from active employment granted by the Company or a subsidiary for reasons of professional advancement, education, health, or government service, or during military leave for any period if the Employee returns to active employment within 90 days after the termination of military leave, or during any period required to be treated as a leave of absence by virtue of any valid law or agreement. The Plan Administrator’s determination in good faith regarding whether a termination of employment of any type or Disability has occurred shall be conclusive and determinative.

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9.Issuance and Delivery of Shares; Ownership Rights.

a.Issuance and Delivery of Shares. With respect to Restricted Stock issuable on the applicable dates set forth in Paragraph 5, 6.b or 7, the shares of Restricted Stock will be issued in the name of the Employee and delivered electronically to the Plan Administrator as escrow agent (the “Escrow Agent”), and will not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered unless and until the expiration of the Restriction Period set forth in Paragraph 5 or the occurrence of any of the events contemplated by Paragraphs 6 or 7. The Company may instruct the transfer agent for its Common Stock to reflect in its records the restrictions on transfer set forth in this Performance Award Agreement and the Plan. No shares of Restricted Stock will be transferred by the Escrow Agent to the Employee unless and until the shares of Restricted Stock have vested and all other terms and conditions in this Performance Award Agreement and the Plan have been satisfied. Once vested and all other terms and conditions have been satisfied, the shares of Common Stock will be delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator and will be freely transferable by the Employee. With respect to unrestricted shares issuable on the dates set forth in Paragraph 6.b or 7, the shares of Common Stock will be issued and delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator and will be freely transferable by the Employee. The Committee may change the above procedure for issuance and delivery of shares of Common Stock at any time. Notwithstanding any other provision of this Performance Award Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 9 shall be subject to the requirements of Paragraph 12, including restrictions on transfer as provided therein to the extent applicable.

b.Ownership Rights. The Employee is not entitled to any voting and ownership rights applicable to the Performance Award, including the right to receive any dividends that may be paid on the Performance Award, prior to the issuance of the shares of Common Stock as either unrestricted shares or as Restricted Stock. To the extent the Restricted Stock Units are earned and vested, the Employee shall be entitled to receive shares or cash equivalents to all dividends paid subsequent to the Grant Date and prior to the first anniversary of the Grant Date with payment of such dividend equivalents being paid on the first dividend payment date following the first anniversary of the Grant Date (but in no event later than the Latest Payment Date as defined in Paragraph 21). To the extent any nonvested Restricted Stock Units are forfeited, the dividend equivalents attributable to such Restricted Stock Units shall also be forfeited. Following the issuance and delivery of the shares of Common Stock as either unrestricted shares or as Restricted Stock, the Employee shall have all voting and ownership rights as provided to other shareholders, except that the Restricted Stock shall remain subject to the restrictions under Paragraph 3 until vesting occurs and, if the Restricted Stock is forfeited, all such rights with regard to the Restricted Stock shall immediately terminate. (Information on the Company’s stock, Annual Reports, and other relevant information may be found under the Investor Relations Sections of the Company’s website: www.chicosfas.com.)

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10.Reorganization of Company and Subsidiaries. The existence of this Performance Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Performance Award or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11.Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving the Company (“Recapitalization Events”), then for all purposes references herein to Common Stock or to Performance Award shall mean and include all securities or other property (other than cash) that holders of Common Stock of the Company are entitled to receive in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Performance Award.

12.Certain Restrictions. By accepting the Performance Award, the Employee agrees that if at the time of delivery of the shares of Common Stock issued hereunder any sale of such shares is not covered by an effective registration statement filed under the Securities Act of 1933 (the “Act”), the Employee will acquire the Common Stock for the Employee’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and upon any such acquisition the Employee will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with the Act or any other securities law or with this Performance Award Agreement.

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13.Confidentiality. By accepting the Performance Award, the Employee agrees that during the twenty-four month period immediately following the Termination Date, the Employee will not use or disclose the Company’s and/or its subsidiaries’ Confidential Information, except in the faithful performance of the Employee’s duties for the Company. For purposes of this Performance Award Agreement, Confidential Information includes trade secrets and other confidential and proprietary information and materials pertaining to, among other things: (a) designs (including garment and fabric) and fashion trends; (b) sourcing, manufacturing, merchandising, licensing and supply chain processes, techniques and plans; (c) advertising, marketing and promotional plans; (d) technical and business strategies and processes; (e) sales, revenues, profits, margin, expenses, and other financial information; (f) relationships between the Company and its customers, its vendors and its employees; (g) customers’ personal identifying information; (h) stores and real estate, including expansion and relocation plans; (i) store operations, including policies and procedures; (j) compensation, benefits, performance history and other information relating to the Company’s and/or its subsidiaries’ employees; and (k) acquisitions, mergers, divestitures, and agreements regarding franchising and distribution. Confidential Information does not include information that is, or becomes, generally known within the industry or generally available to the public (unless through the Employee’s improper disclosure). The purpose of this provision is to protect the Company’s and/or its subsidiaries’ legitimate interest in maintaining the confidentiality of its private business information; accordingly, nothing herein is intended to or shall be construed to prohibit communications among associates regarding their compensation or any other terms and conditions of employment. Nothing in this Performance Award Agreement is intended to or will be used in any way to limit the Employee’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

14.Non-Competition. By accepting the Performance Award, the Employee agrees that during the Restricted Period as defined below, the Employee will not, directly or indirectly, perform any job, task, function, skill, or responsibility for a Competing Business within the Restricted Territory that the Employee has provided for the Company (or its subsidiaries) within the twelve (12) month period immediately preceding Employee’s Termination Date. For purposes of this Performance Award Agreement, a Competing Business shall mean any direct competitor of the Company which, in general, means a specialty retailer of: (i) better women’s intimate apparel, sleepwear and bath and body products; or (ii) better women’s apparel whose target customers are 30 years of age or older and have an annual household income of $75,000 or more. Competing Business includes, but is not limited to: The J. Jill Group, Inc., L Brands, Inc., Soft Surroundings Holdings, LLC, The Talbots, Inc., GAP, Inc., Victoria’s Secret Stores, Inc., and Ascena Retail Group, Inc. The Restricted Period means the period immediately following the Employee’s Termination Date, and is a six (6) month period for Vice Presidents and below; a twelve (12) month period for Senior, Group and Executive Vice Presidents; and a twenty-four (24) month period in case of the Chief Executive Officer. The Restricted Territory means where Company’s products are marketed at the time of Employee’s termination. The Employee acknowledges that the foregoing restrictions may impair the Employee’s ability to engage in certain business activities during the defined period, but acknowledges that these restrictions are reasonable consideration for the grant of the Performance Award hereunder.

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15.Nonsolicitation. By accepting the Performance Award, the Employee agrees that for a period of two (2) years following the Termination Date, the Employee will not directly or indirectly solicit, induce or attempt to influence any Company employee (including any Company’s subsidiaries’ employee) to leave the Company’s employ, nor will the Employee assist anyone in soliciting or recruiting a Company employee (including a Company’s subsidiaries’ employee) for purposes of being employed or retained as a consultant or contractor elsewhere.     

16.Noncompliance Reporting. By accepting the Performance Award, the Employee agrees that if, at any time, the Employee learns of information suggesting conduct by an officer or employee of the Company (including of the Company’s subsidiaries) or a member of the Company’s Board of Directors that is unlawful, unethical, or constitutes a material violation of any Company policy, regardless of the source of such information, the Employee will report promptly such information to the Company through any of the Company’s internal mechanisms available for the reporting of such conduct such as, for instance, the Company’s Ethics and Compliance Hotline. Nothing in this Performance Award Agreement is intended to or will be used in any way to limit the Employee’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

17.Amendment and Termination. No amendment or termination of this Performance Award Agreement which would impair the rights of the Employee shall be made by the Board, the Committee or the Plan Administrator at any time without the written consent of the Employee. No amendment or termination of the Plan will adversely affect the right, title and interest of the Employee under this Performance Award Agreement or to Performance Award granted hereunder without the written consent of the Employee.

18.Entire Agreement. This Performance Award Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.

19.No Guarantee of Employment. This Performance Award Agreement shall not confer upon the Employee any right with respect to continuance of employment or other service with the Company or any subsidiary, nor shall it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate such Employee’s employment or other service at any time.

20.Withholding of Taxes. The Company shall have the right to (i) make deductions from the number of shares of Common Stock otherwise deliverable upon satisfaction of the conditions precedent under this Performance Award Agreement (and other amounts payable under this Performance Award Agreement) in an amount sufficient to satisfy withholding of any federal, state or local taxes required by law, or (ii) take such other action as may be necessary or appropriate to satisfy any such tax withholding obligations, provided, in any event, the Company shall withhold only the minimum amount necessary to satisfy applicable statutory withholding requirements unless the Employee has elected to have an additional amount (up to the maximum allowed under law) withheld.

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21.No Guarantee of Tax Consequences. The Performance Award is intended to be exempt from Section 409A of the Code as a short-term deferral or as restricted stock under Section 83 of the Code. To that end, the payment of any shares of Common Stock due under this Performance Award Agreement (including the issuance of shares of Common Stock as Restricted Stock) and all related dividend equivalents shall be made in all events no later than the 15^th day of the third month following the later of the Company’s tax year or the Employee’s tax year during which the shares of Common Stock (or related Restricted Stock Units or dividend equivalents) are no longer subject to a substantial risk of forfeiture (the “Latest Payment Date”). Each payment under this Performance Award Agreement shall be treated as a separate payment and all of the terms of this Performance Award Agreement shall be interpreted in a manner as to be exempt from Section 409A of the Code. Notwithstanding the foregoing, neither the Company nor any subsidiary nor the Plan Administrator shall be liable to any person eligible for benefits under this Performance Award Agreement in the event this Performance Award Agreement or the payments hereunder fail to be exempt from, or comply with the requirements under, Section 409A or Section 83 of the Code. Neither the Company nor any subsidiary nor the Plan Administrator makes any commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Performance Award Agreement.

22.Severability. In the event that any provision of this Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Performance Award Agreement and this Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

23.Governing Law. This Performance Award Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.

24.Miscellaneous Provisions.

a.Not a Part of Salary. The grant of an Award under the Plan is not intended to be a part of the salary of the Employee.

b.Conflicts With Any Employment Agreement. If the Employee has an employment agreement with the Company or any of its subsidiaries which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Performance Award Agreement, the provisions of the employment agreement shall govern.

c.Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee’s promises herein.

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d.Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Performance Award Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.

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EX-21

Exhibit 21

Subsidiaries of the Registrant

Chico’s Retail Services, Inc., a Florida corporation

Chico’s Distribution Services, LLC, a Georgia limited liability company

Soma Intimates, LLC, a Florida limited liability company

White House | Black Market, Inc., a Florida corporation

Chico’s Production Services, Inc., a Florida corporation

Chico’s Creative Designs, Inc., a Florida corporation

Chico’s Brands Investments, Inc., a Florida corporation

Parrot Wings, LLC, a Florida limited liability company

Chico’s ATSO Limited, a Hong Kong corporation

Lux Parrot SaRL, a Luxembourg limited liability company

Parrot Holdings, LLC, a Florida limited liability company

Ontario Parrot, LP, a Canadian limited partnership

Swiss Parrot, GmbH, a Swiss limited liability company

Chico’s FAS Canada, Co., a Canadian unlimited liability corporation

Chico's FAS Mexico, S. de R.L. de C.V., a Mexican variable capital limited liability company

EX-23

Exhibit 23

Consent of Independent Registered Certified Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

• (Form S-8 No. 333-83778) pertaining to the Chico’s FAS, Inc. Deferred Compensation Program,

• (Form S-8 No. 333-88052) pertaining to the Chico’s FAS, Inc. 2002 Employee Stock Purchase Plan,

• (Form S-8 No. 333-88844) pertaining to the Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan,

• (Form S-8 No. 333-152546) pertaining to the Amended and Restated Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan, and

• (Form S-8 No. 333-182993) pertaining to the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan;

of our reports dated March 7, 2017, with respect to the consolidated financial statements of Chico’s FAS, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Chico’s FAS, Inc. and subsidiaries included in this Annual Report (Form 10-K) of Chico’s FAS, Inc. for the fiscal year ended January 28, 2017.

/s/ Ernst & Young LLP

Tampa, Florida

March 7, 2017

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 annual report on Form 10-K of Chico’s FAS, Inc. for the fiscal year ended January 28, 2017;

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: March 7, 2017

/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 annual report on Form 10-K of Chico’s FAS, Inc. for the fiscal year ended January 28, 2017;

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: March 7, 2017

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

(1) The Annual Report of the Company on Form 10-K for the fiscal year ended January 28, 2017 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: March 7, 2017

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 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 Annual Report of the Company on Form 10-K for the fiscal year ended January 28, 2017 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: March 7, 2017

XML

Document And Entity Information - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2017	Feb. 24, 2017	Jul. 30, 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-K
Document Period End Date	Jan. 28, 2017
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		128,031,928
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 1,557

XML

Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Revenue, Net [Abstract]
Net sales	$ 2,476,410	$ 2,660,635	$ 2,693,929
Net sales, % of Sales	100.00%	100.00%	100.00%
Cost of goods sold	$ 1,529,574	$ 1,633,764	$ 1,659,691
Cost of goods sold, % of Sales	61.80%	61.40%	61.60%
Gross margin	$ 946,836	$ 1,026,871	$ 1,034,238
Gross margin, % of Sales	38.20%	38.60%	38.40%
Selling, general and administrative expenses	$ 775,107	$ 878,699	$ 871,050
Selling, general and administrative expenses, % of Sales	31.20%	33.00%	32.30%
Goodwill and intangible impairment charges	$ 0	$ 112,455	$ 30,100
Goodwill and trade name impairment, % of Sales	0.00%	4.30%	1.20%
Restructuring and strategic charges	$ 31,027	$ 48,801	$ 16,745
Restructuring and other charges, % of Sales	1.30%	1.80%	0.60%
Income from operations	$ 140,702	$ (13,084)	$ 116,343
Income from operations, % of Sales	5.70%	(0.50%)	4.30%
Interest (expense) income, net	$ (1,973)	$ (1,870)	$ 98
Interest income, net, % of Sales	(0.10%)	0.00%	0.00%
Income before income taxes	$ 138,729	$ (14,954)	$ 116,441
Income before income taxes, % of Sales	5.60%	(0.50%)	4.30%
Income tax (benefit) provision	$ 47,500	$ (16,900)	$ 51,800
Income tax provision, % of Sales	1.90%	(0.60%)	1.90%
Net income	$ 91,229	$ 1,946	$ 64,641
Net income, % of Sales	3.70%	0.10%	2.40%
Per share data:
Net income per common share-basic (in usd per share)	$ 0.69	$ 0.01	$ 0.42
Net income per common and common equivalent share–diluted (in usd per share)	$ 0.69	$ 0.01	$ 0.42
Weighted average common shares outstanding–basic (in shares)	128,995	138,366	148,622
Weighted average common and common equivalent shares outstanding–diluted (in shares)	129,237	138,741	149,126
Dividends declared per share (in usd per share)	$ 0.32	$ 0.31	$ 0.3

XML

Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 91,229	$ 1,946	$ 64,641
Other comprehensive income (loss):
Unrealized losses on marketable securities, net of taxes	(39)	(21)	(73)
Foreign currency translation adjustment, net of taxes	(29)	(501)	523
Comprehensive income	$ 91,161	$ 1,424	$ 65,091

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 28, 2017	Jan. 30, 2016
Current Assets:
Cash and cash equivalents	$ 142,135	$ 89,951
Marketable securities, at fair value	50,370	50,194
Inventories	232,363	233,834
Prepaid expenses and accounts receivable	50,350	45,660
Income tax receivable	2,408	29,157
Assets held for sale	0	16,525
Total Current Assets	477,626	465,321
Property and Equipment, net	477,185	550,953
Other Assets:
Goodwill	96,774	96,774
Other intangible assets, net	38,930	38,930
Other assets, net	18,479	14,074
Total Other Assets	154,183	149,778
Total Assets	1,108,994	1,166,052
Current Liabilities:
Accounts payable	116,378	129,343
Current debt	16,250	10,000
Other current and deferred liabilities	170,232	158,788
Total Current Liabilities	302,860	298,131
Noncurrent Liabilities:
Long-term debt	68,535	82,219
Deferred liabilities	118,543	130,743
Deferred taxes	9,883	15,171
Total Noncurrent Liabilities	196,961	228,133
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock, $.01 par value; 2,500 shares authorized; no shares issued and outstanding	0	0
Common stock, $.01 par value; 400,000 shares authorized; 155,170 and 153,838 shares issued; and 128,753 and 135,531 shares outstanding, respectively	1,288	1,355
Additional paid-in capital	452,756	435,881
Treasury stock, 26,417 shares and 18,307 shares, respectively	(386,094)	(289,813)
Retained earnings	541,251	492,325
Accumulated other comprehensive (loss) income	(28)	40
Total Stockholders’ Equity	609,173	639,788
Total Liabilities and Stockholders' Equity	$ 1,108,994	$ 1,166,052

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Jan. 28, 2017	Jan. 30, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value (in usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	2,500,000	2,500,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	155,170,000	153,838,000
Common stock, shares outstanding (in shares)	128,753,000	135,531,000
Treasury stock (in shares)	26,417,000	18,307,000

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Consolidated Statements Of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Income
Beginning Balance (in shares) at Feb. 01, 2014		152,195
Beginning Balance at Feb. 01, 2014	$ 909,103	$ 1,522	$ 382,088		$ 525,381	$ 112
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	64,641				64,641
Unrealized losses on marketable securities, net of taxes	(73)					(73)
Foreign currency translation adjustment	523					523
Issuance of common stock (in shares)		1,805
Issuance of common stock	6,268	$ 18	6,250
Dividends paid on common stock, $0.32, $.031, and $0.30, as of 2016, 2015, and 2014, respectively	(45,773)				(45,773)
Repurchase of common stock (in shares)		(1,084)
Repurchase of common stock	(18,124)	$ (11)	(8,119)		(9,994)
Stock-based compensation	26,487		26,487
Excess tax benefit from stock-based compensation	569		569
Ending Balance (in shares) at Jan. 31, 2015		152,916
Ending Balance at Jan. 31, 2015	943,621	$ 1,529	407,275		534,255	562
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,946				1,946
Unrealized losses on marketable securities, net of taxes	(21)					(21)
Foreign currency translation adjustment	(501)					(501)
Issuance of common stock (in shares)		1,716
Issuance of common stock	10,613	$ 17	10,596
Dividends paid on common stock, $0.32, $.031, and $0.30, as of 2016, 2015, and 2014, respectively	(43,876)				(43,876)
Repurchase of common stock (in shares)		(19,101)		18,307
Repurchase of common stock	(302,849)	$ (191)	(12,845)	$ (289,813)	0
Stock-based compensation	30,062		30,062
Excess tax benefit from stock-based compensation	793		793
Ending Balance (in shares) at Jan. 30, 2016		135,531		18,307
Ending Balance at Jan. 30, 2016	639,788	$ 1,355	435,881	$ (289,813)	492,325	40
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	91,229				91,229
Unrealized losses on marketable securities, net of taxes	(39)					(39)
Foreign currency translation adjustment	(29)					(29)
Issuance of common stock (in shares)		1,763
Issuance of common stock	4,359	$ 18	4,341
Dividends paid on common stock, $0.32, $.031, and $0.30, as of 2016, 2015, and 2014, respectively	$ (42,303)				(42,303)
Repurchase of common stock (in shares)	(8,100)	(8,541)		8,110
Repurchase of common stock	$ (101,878)	$ (85)	(5,512)	$ (96,281)
Stock-based compensation	21,249		21,249
Excess tax benefit from stock-based compensation	(3,203)		(3,203)
Ending Balance (in shares) at Jan. 28, 2017		128,753		26,417
Ending Balance at Jan. 28, 2017	$ 609,173	$ 1,288	$ 452,756	$ (386,094)	$ 541,251	$ (28)

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Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Statement of Stockholders' Equity [Abstract]
Dividends paid on common stock per share (in usd per share)	$ 0.32	$ 0.31	$ 0.3

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Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Cash Flows From Operating Activities
Net income	$ 91,229	$ 1,946	$ 64,641
Adjustments to reconcile net income to net cash provided by operating activities —
Goodwill and intangible impairment charges, pre-tax	0	112,455	30,100
Depreciation and amortization	109,251	118,800	122,269
Loss on disposal and impairment of property and equipment	10,523	23,744	10,085
Deferred tax benefit	(8,427)	(34,415)	(9,598)
Stock-based compensation expense	21,249	30,062	26,487
Excess tax benefit from stock-based compensation	(604)	(3,084)	(1,981)
Deferred rent and lease credits	(18,811)	(21,741)	(20,017)
Changes in assets and liabilities:
Inventories	1,472	(6,719)	2,986
Prepaid expenses and other assets	(7,565)	358	(3,341)
Income tax receivable	26,749	(28,562)	3,394
Accounts payable	(13,015)	(12,101)	13,280
Accrued and other liabilities	18,659	16,248	44,178
Net cash provided by operating activities	230,710	196,991	282,483
Cash Flows From Investing Activities:
Purchases of marketable securities	(50,717)	(52,668)	(128,696)
Proceeds from sale of marketable securities	50,508	129,000	118,062
Purchases of property and equipment, net	(47,836)	(84,841)	(119,817)
Proceeds from sale of land	16,217	0	0
Proceeds from sale of Boston Proper net assets	0	9,000	0
Net cash (used in) provided by investing activities	(31,828)	491	(130,451)
Cash Flows From Financing Activities:
Proceeds from borrowings	0	124,000	0
Payments on borrowings	(7,500)	(31,500)	0
Proceeds from issuance of common stock	4,359	10,613	6,268
Excess tax benefit from stock-based compensation	604	3,084	1,981
Dividends paid	(42,254)	(43,729)	(45,773)
Repurchase of common stock	(101,878)	(302,849)	(18,124)
Net cash used in financing activities	(146,669)	(240,381)	(55,648)
Effects of exchange rate changes on cash and cash equivalents	(29)	(501)	523
Net increase (decrease) in cash and cash equivalents	52,184	(43,400)	96,907
Cash and Cash Equivalents, Beginning of period	89,951	133,351	36,444
Cash and Cash Equivalents, End of period	142,135	89,951	133,351
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	2,316	2,375	321
Cash paid for income taxes, net	$ 25,863	$ 47,342	$ 55,093

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Business Organization and Summary of Significant Accounting Policies

12 Months Ended

Jan. 28, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Organization And Summary Of Significant Accounting Policies

BUSINESS ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Description of Business

The accompanying consolidated financial statements include the accounts of Chico’s FAS, Inc., a Florida corporation, and its wholly-owned subsidiaries (“the Company”, “we”, “us”, and “our”). We operate as an omni-channel specialty retailer of women’s private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing items. We currently sell our products through retail stores, catalogs, and via our websites at www.chicos.com, www.whbm.com, and www.soma.com. As of January 28, 2017, we had 1,501 stores located throughout the United States, the U.S. Virgin Islands, Puerto Rico and Canada, and sold merchandise through 91 franchise locations in Mexico.

Fiscal Year

Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. The periods presented in these consolidated financial statements are the fiscal years ended January 28, 2017 (“fiscal 2016” or “current period”), January 30, 2016 (“fiscal 2015” or “prior period”) and January 31, 2015 (“fiscal 2014”). Fiscal 2016, 2015 and 2014 all contained 52 weeks.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Segment Information

Our brands, Chico’s, Soma, and White House Black Market ("WHBM") have been identified as separate operating segments and aggregated into one reportable segment due to the similarities of the economic and operating characteristics of the brands.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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 audited 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 $37.3 million and $37.8 million, and SG&A decreased by the same amount for the years ended January 30, 2016, and January 31, 2015. The Company recorded $35.9 million in shipping expenses as a component of COGS during the year ended January 28, 2017.

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 consolidated statements of income. The Company believes that 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 $384.9 million and $373.0 million, and SG&A decreased by the same amount for the years ended January 30, 2016 and January 31, 2015. The Company recorded $381.0 million in store occupancy expenses as a component of COGS during the year ended January 28, 2017.

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 consolidated statements of income for all periods presented. There was no change to consolidated net income, however, net sales increased by $18.3 million, $18.7 million, and SG&A increased by the same amount for the years ended January 30, 2016 and January 31, 2015. The Company recorded $13.0 million in shipping revenue as a component of net sales during the year ended January 28, 2017.

Adjustments to Presentation

The above mentioned changes had no cumulative effect on the presentation of the consolidated statements of income, consolidated balance sheets, or consolidated statements of cash flows. The effects of the aforementioned accounting policy change, change in classification and error correction to the January 30, 2016 and January 31, 2015 consolidated statements 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
Twelve Months Ended January 30, 2016
Net sales	$	2,642,309	100.0	$	—		$	—		$	18,326	$	2,660,635	100.0
Cost of goods sold	1,211,552		45.9	37,317			384,895			—		1,633,764		61.4
Gross Margin	1,430,757		54.1	(37,317		)	(384,895		)	18,326		1,026,871		38.6
Selling, general and administrative expenses	1,282,585		48.5	(37,317		)	(384,895		)	18,326		878,699		33.0

	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales
Twelve Months Ended January 31, 2015
Net sales	$	2,675,211	100.0	$	—		$	—		$	18,718	$	2,693,929	100.0
Cost of goods sold	1,248,889		46.7	37,815			372,987			—		1,659,691		61.6
Gross Margin	1,426,322		53.3	(37,815		)	(372,987		)	18,718		1,034,238		38.4
Selling, general and administrative expenses	1,263,134		47.2	(37,815		)	(372,987		)	18,718		871,050		32.3

Footnotes to the consolidated financial statements herein have been adjusted to reflect the impact of these changes accordingly.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and in banks, short-term highly liquid investments with original maturities of three months or less and payments due from banks for third-party credit card and debit transactions for approximately 3 to 5 days of sales.

Marketable Securities

Marketable securities are classified as available-for-sale and 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 and fair value are determined on a specific identification basis. We consider all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore classify these securities within current assets on the consolidated balance sheets as they are available to support current operational liquidity needs.

Fair Value of Financial Instruments

Our consolidated financial instruments consist of cash, money market accounts, marketable securities, assets held in our non-qualified deferred compensation plan, accounts receivable, accounts 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.

Inventories

We use the weighted average cost method to determine the cost of merchandise inventories. We identify potentially excess and slow-moving inventories by evaluating inventory aging, turn rates and inventory levels in conjunction with our overall sales trend. Further, inventory realization exposure is identified through analysis of gross margins and markdowns in combination with changes in current business trends. We record excess and slow-moving inventories at net realizable value and may liquidate certain slow-moving inventory through third parties. We estimate our expected shrinkage of inventories between physical inventory counts by using average store shrinkage experience rates, which are updated on a regular basis. Substantially all of our inventories consist of finished goods.

Costs associated with sourcing are generally capitalized while merchandising, distribution, and product development costs are generally expensed as incurred, and are included in the accompanying consolidated statements of income as a component of cost of goods sold. Approximately 23% of total purchases in fiscal 2016 and 23% of total purchases in 2015 were made from one supplier. In fiscal 2016 and 2015, approximately 55% and 54% of our merchandise cost originated in China, respectively.

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation of property and equipment is provided on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives (generally 10 years or less) or the related lease term, plus one anticipated renewal when there is an economic cost associated with non-renewal.

Our property and equipment is generally depreciated using the following estimated useful lives:

	Estimated Useful Lives
Land improvements	15 - 35 years
Building and building improvements	20 - 35 years
Equipment, furniture and fixtures	2 - 20 years
Leasehold improvements	10 years or term of lease, if shorter

Maintenance and repairs of property and equipment are expensed as incurred, and major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation or amortization are eliminated from the accounts, and any gain or loss is charged to income.

Operating Leases

We lease retail stores and a limited amount of office space under operating leases. The majority of our lease agreements provide for tenant improvement allowances, rent escalation clauses and/or contingent rent provisions. Tenant improvement allowances are recorded as a deferred lease credit within deferred liabilities and amortized as a reduction of rent expense over the term of the lease. Rent escalation clauses, “rent-free” periods, and other rental expenses are amortized on a straight-line basis over the term of the leases, including the construction period. This is generally 60 - 90 days prior to the store opening date, when we generally begin improvements in preparation for our intended use.

Certain leases provide for contingent rents, in addition to a basic fixed rent, which are determined as a percentage of gross sales in excess of specified levels. We record a contingent rent liability in accrued liabilities on the consolidated balance sheets and the corresponding rent expense when specified levels have been achieved or when it is determined that achieving the specified levels during the lease year is probable.

Goodwill and Other Intangible Assets

Goodwill and other indefinite-lived intangible assets are assessed for impairment at least annually. We perform our annual impairment test during the fourth quarter, or more frequently should events or circumstances change that would indicate that impairment may have occurred.

Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Impairment testing for goodwill is done at a reporting unit level. Reporting units are defined as an operating segment or one level below an operating segment, called a component. Using these criteria, we identified our reporting units and concluded that the goodwill related to the territorial franchise rights for the state of Minnesota should be allocated to the Chico’s reporting unit and the goodwill associated with the WHBM acquisition should be assigned to the WHBM reporting unit.

We evaluate the appropriateness of performing a qualitative assessment, on a reporting unit level, based on current circumstances. A two-step impairment test is performed only if the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We may elect to skip the qualitative assessment and perform the two-step impairment test. The first step of the impairment test compares the fair value of our reporting units with their carrying amounts, including goodwill. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Fair value is determined based on both an income approach and market approach. The income approach is based on estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant, while the market approach is based on sales or EBITDA multiples of similar companies and transactions or other available indications of value. For 2016, we performed a qualitative assessment of the goodwill associated with the Chico's and WHBM reporting units and concluded it was more likely than not that the fair value exceeded the carrying amount as of the annual assessment date. In fiscal 2015 and 2014, we performed a goodwill impairment assessment of the Boston Proper reporting unit and recorded pre-tax, non-cash goodwill impairment charges of $48.9 million and $25.8 million, respectively, as further discussed in Note 8. We completed the sale of the Boston Proper direct-to-consumer ("DTC") business in January 2016.

We test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the intangible is less than its carrying amount. If the results of the qualitative assessment indicate that it is more likely than not that the fair value of the intangible is less than its carrying amount, we calculate the value of the indefinite-lived intangible assets using a discounted cash flow method, based on the relief from royalty concept, and compare the fair value to the carrying value to determine if the asset is impaired. We may elect to skip the qualitative assessment when appropriate based on current circumstances. For 2016, we performed a qualitative assessment of the WHBM trade name and concluded it was more likely than not that the fair value exceeded the carrying amount as of the annual assessment date. In fiscal 2015 and 2014 we performed an impairment assessment of Boston Proper indefinite-lived intangible assets and recorded pre-tax, non-cash impairment charges of $39.4 million and $4.3 million on the Boston Proper trade name as further discussed in Note 8.

Intangible assets subject to amortization consisted of the value of Boston Proper customer relationships. In fiscal 2015, we performed an impairment assessment of the Boston Proper customer relationships and recorded pre-tax, non-cash impairment charges of $24.2 million as further discussed in Note 8. All remaining Boston Proper intangible assets, including the Boston Proper trade name and customer relationships were included in the sale of the Boston Proper DTC business in fiscal 2015.

Accounting for the Impairment of Long-lived Assets and Assets Held for Sale

Long-lived assets, including definite-lived intangibles, are reviewed periodically for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. If future undiscounted cash flows expected to be generated by the asset are less than its carrying amount, an asset is determined to be impaired. The fair value of an asset is estimated using estimated future cash flows of the asset discounted by a rate commensurate with the risk involved with such asset while incorporating marketplace assumptions. The impairment loss recorded is the amount by which the carrying value of the asset exceeds its fair value. In fiscal 2016, 2015 and 2014, we completed an evaluation of long-lived assets at certain underperforming stores for indicators of impairment and, as a result, recorded impairment charges of approximately $2.5 million, $1.4 million and $1.3 million, respectively, which are included in SG&A in the accompanying consolidated statements of income. Additionally, in connection with the restructuring program initiated in fiscal 2014 as further discussed in Note 2, we have identified approximately 150 stores, including the Boston Proper stores, to be closed from fiscal 2015 through 2017. As a result, in fiscal 2015 and 2014, we recorded additional impairment charges of approximately $12.5 million and $5.4 million, respectively, which are included in restructuring and strategic charges in the accompanying consolidated statements of income.

Assets held for sale are measured at the lower of their carrying value or fair value less costs of disposal. Upon retirement or disposition, the asset cost and related accumulated depreciation or amortization are removed from the accounts, and a gain or loss is recognized based on the difference between the fair value of proceeds received and the asset’s carrying value.

Revenue Recognition

Retail sales by our stores are recorded at the point of sale and are net of estimated customer returns, sales discounts under rewards programs and company issued coupons, promotional discounts and employee discounts. For sales from our websites and catalogs, revenue is recognized at the time we estimate the customer receives the product, which is typically within a few days of shipment. Amounts related to shipping and handling costs billed to customers are recorded in net sales and the related shipping and handling costs are recorded in cost of goods sold in the accompanying consolidated statements of income. Amounts paid by customers to cover shipping and handling costs are immaterial.

Our gift cards do not have expiration dates. We account for gift cards by recognizing a liability at the time the gift card is sold. The liability is relieved and revenue is recognized for gift cards upon redemption. In addition, we recognize revenue for the amount of gift cards expected to go unredeemed (commonly referred to as gift card breakage) under the redemption recognition method. This method records gift card breakage as revenue on a proportional basis over the redemption period based on our historical gift card breakage rate. We determine the gift card breakage rate based on our historical redemption patterns. We recognize revenue on the remaining unredeemed gift cards based on determining that the likelihood of the gift card being redeemed is remote and that there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions.

Soma offers a points based loyalty program in which customers earn points based on purchases. Attaining specified loyalty point levels results in the issuance of reward coupons to discount future purchases. As program members accumulate points, we accrue the estimated future liability, adjusted for expected redemption rates and expirations. The liability is relieved and revenue is recognized for loyalty point reward coupons upon redemption. In addition, we recognize revenue on unredeemed points when it can be determined that the likelihood of the point being redeemed is remote and there is no legal obligation to remit the point value. We determined the loyalty point breakage rate based on historical and redemption patterns.

As part of the normal sales cycle, we receive customer merchandise returns related to store, website and catalog sales. To account for the financial impact of potential customer merchandise returns, we estimate future returns on previously sold merchandise. Reductions in sales and gross margin are recorded for estimated merchandise returns based on return history, current sales levels and projected future return levels.

Our policy towards taxes assessed by a government authority directly imposed on revenue producing transactions between a seller and a customer is, and has been, to exclude all such taxes from revenue.

Advertising Costs

Costs associated with the production of non-catalog advertising, such as writing, copying, printing, and other costs are expensed as incurred. Costs associated with communicating advertising that has been produced, such as television and magazine, are expensed when the advertising event takes place. Catalog expenses consist of the cost to create, print, and distribute catalogs. Such costs are amortized over their expected period of future benefit, which is typically less than six weeks. For fiscal 2016, 2015 and 2014, advertising expense was approximately $115.4 million, $159.9 million, and $153.1 million, respectively, and is included within SG&A in the accompanying consolidated statements of income.

Stock-Based Compensation

Stock-based compensation for all awards is based on the grant date fair value of the award, net of estimated forfeitures, and is recognized over the requisite service period of the awards. The fair value of restricted stock awards and performance-based awards is determined by using the closing price of the Company’s common stock on the date of the grant. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest, depending on the level and likelihood of the performance condition to be met.

Shipping and Handling Costs

Shipping and handling costs to transport goods to customers, amounted to $35.9 million, $37.3 million, and $37.8 million in fiscal 2016, 2015 and 2014, respectively, and are included within cost of goods sold in the accompanying consolidated statements of income.

Occupancy and Store Pre-opening Costs

Occupancy and store pre-opening costs (including store-related costs and training expenses) incurred prior to the opening of new stores are expensed as incurred and are included within cost of sales in the accompanying consolidated statements of income.

Income Taxes

Income taxes are accounted for in accordance with authoritative guidance, which requires the use of the asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, we follow a comprehensive model to recognize, measure, present, and disclose in our consolidated financial statements the estimated aggregate tax liability of uncertain tax positions that we have taken or expect to take on a tax return. This model states that a tax benefit from an uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable, based upon its technical merits.

The tax benefit of a qualifying position is the largest amount of tax benefit that has greater than a 50% likelihood of being realized upon the ultimate settlement with a taxing authority having full knowledge of all relevant information.

Foreign Currency

The functional currency of our foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect as of the balance sheet date, while revenues and expenses are translated at the average exchange rates for the period. The resulting translation adjustments are recorded as a component of comprehensive income in the consolidated statements of comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in the consolidated statements of income.

Self-Insurance

We are self-insured for certain losses relating to workers’ compensation, medical and general liability claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the aggregate liability for uninsured claims incurred based on historical experience. While we do not expect the amount we will ultimately pay to differ significantly from our estimates, self-insurance accruals could be affected if future claims experience differs significantly from the historical trends and assumptions.

Supplier Allowances

From time to time, we receive allowances and/or credits from certain of our suppliers. The aggregate amount of such allowances and credits, which is included in cost of goods sold, is immaterial to our consolidated results of operations.

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 performance-based stock units that have met their relevant performance criteria.

Under the two-class method, net income is reduced by the amount of dividends declared in the period for common stock and participating securities. The remaining undistributed earnings are then allocated to common stock and participating securities as if all of the net income for the period had been distributed. Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period including the participating securities. Diluted EPS reflects the dilutive effect of potential common shares from non-participating securities such as stock options and performance-based stock units.

Newly Issued Accounting Pronouncements

In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory. ASU 2016-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. ASU 2016-16 requires companies to recognize the income tax effects of intercompany sales or transfers of other assets in the income statement as income tax expense (benefit) in the period the sale or transfer occurs. Additionally, companies would evaluate whether the tax effects of the intercompany sales of transfers of non-inventory assets should be included in their estimates of annual effective tax rates by using today's interim guidance on income tax accounting. ASU 2016-16 will require modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption, which we expect to implement in fiscal 2018. At January 28, 2017 the Company had $6.2 million in assets related to the transfer of intra–entity asset transfers.

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. We have performed preliminary assessments and have concluded that we will continue to estimate expected forfeitures and although the inclusion of excess tax benefits and deficiencies will increase volatility within our provision for income taxes, we do not anticipate a material impact to our consolidated results of operations based upon equity events. Further, the Company notes that all significant excess tax benefits have been realized through a reduction to income taxes payable.

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 and should be applied on a modified retrospective basis. 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. Upon adoption of the standard, we expect to record material right–of–use assets and lease liabilities on the balance sheet approximating the present value of the remaining terms of our leases in fiscal 2019.

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 do not anticipate adoption to have a material impact to our consolidated results of operations, financial position or cash flows.

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 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. Through our evaluation of the impact of this ASU, we have identified certain changes that are expected to be made to our accounting policies, including: the timing of our recognition of advertising expenses, whereby certain expenses that are currently amortized over their expected period of future benefit will be expensed the first time the advertisement appears, and the balance sheet presentation of merchandise returns as both an asset equal to the inventory value, less estimated processing costs, and a related return liability, compared to the net returns liability currently recorded. We plan to adopt this ASU beginning in the first quarter of fiscal 2018 with a cumulative adjustment to retained earnings as opposed to retrospectively adjusting prior periods. We are continuing to evaluate the impact this ASU, and related amendments and interpretive guidance, will have on our consolidated financial statements.

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Restructuring and Strategic Charges

12 Months Ended

Jan. 28, 2017

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 connection with this effort, in fiscal 2014, we recorded pre-tax restructuring and strategic charges of approximately $16.7 million primarily related to severance and termination benefits, store closures and other impairment charges.

In fiscal 2015, we completed an evaluation of the Boston Proper brand, completed the sale of the Boston Proper DTC business, and closed its stores. We assessed the disposal group and determined that the sale of the Boston Proper DTC business did not have a major effect on our consolidated results of operations, financial position or cash flows. Accordingly, the disposal group is not presented in the consolidated financial statements as a discontinued operation. Pretax losses for the Boston Proper DTC business for fiscal 2015 and 2014 were $11.8 million and $7.9 million, respectively. The loss recorded in fiscal 2015 upon disposition of the Boston Proper assets held for sale was not material.

In connection with our restructuring and strategic activities, in fiscal 2016 we continued to evaluate future store closures and adjusted the estimated store closures to approximately 150 through fiscal 2017, including the Boston Proper stores, with 103 stores across our brands closed through fiscal 2016. We do not expect to incur any material additional cash charges related to lease termination expenses for these future closures.

During the first quarter of fiscal 2016, we expanded our restructuring program to include components of our strategic initiatives that 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, reducing non-merchandise expenses, and optimizing marketing spend. In fiscal 2016, the Company recorded pre-tax restructuring and strategic charges of $31.0 million, primarily related to outside services, severance, and proxy solicitation costs. Effective in the third quarter of fiscal 2016, we have substantially completed our restructuring program and do not expect significant additional charges to be incurred.

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

	Fiscal 2016		Fiscal 2015		Fiscal 2014
	(in thousands)
Impairment charges	$	1,453	$	22,001	$	8,554
Continuing employee-related costs	1,796		8,330		—
Severance charges	9,485		6,863		7,577
Proxy solicitation costs	5,697		—		—
Lease terminations	427		9,578		—
Outside services	12,013		—		—
Other charges	156		2,029		614
Restructuring and strategic charges, pre-tax	$	31,027	$	48,801	$	16,745

As of January 28, 2017, a reserve of $11.2 million related to restructuring and strategic activities was included in other current and deferred liabilities in the accompanying 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			Outside services			Other			Total
	(in thousands)
Beginning Balance, January 30, 2016	$	2,549		$	1,678		$	—		$	1,101		$	9		$	—		$	5,337
Charges	1,796			9,485			5,697			427			12,013			156			29,574
Payments	(3,674		)	(8,750		)	(5,697		)	(682		)	(4,723		)	(156		)	(23,682		)
Ending Balance, January 28, 2017	$	671		$	2,413		$	—		$	846		$	7,299		$	—		$	11,229

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Marketable Securities

12 Months Ended

Jan. 28, 2017

Marketable Securities [Abstract]

Marketable Securities

MARKETABLE SECURITIES:

Marketable securities are classified as available-for-sale and as of January 28, 2017 generally consist of corporate bonds, and U.S. government agencies with $26.2 million of securities with maturity dates within one year or less and $24.2 million with maturity dates over one year and less than two years. As of January 30, 2016, marketable securities generally consisted of corporate bonds and U.S. government agency securities.

The following tables summarize our investments in marketable securities at January 28, 2017 and January 30, 2016:

	January 28, 2017
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Total marketable securities	$	50,460	$	3	$	(93	)	$	50,370
	January 30, 2016
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Total marketable securities	$	50,232	$	10	$	(48	)	$	50,194

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Fair Value Measurements

12 Months Ended

Jan. 28, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS:

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 consolidated balance sheets.

From time to time, we measure certain assets at fair value on a non-recurring basis. This includes the 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 goodwill, we utilize both an income approach and a market approach. Inputs used to calculate the fair value based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant. Inputs used to calculate the fair value based on the market approach include identifying sales and EBITDA multiples based on guidelines for similar publicly traded companies and recent transactions.

To assess the fair value of trade names, we utilize a relief from royalty approach. Inputs used to calculate the fair value of the trade names primarily include future sales projections, discounted at a rate that approximates the cost of capital of a market participant and an estimated royalty rate.

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.

During fiscal 2015, we recorded a $112.5 million pre-tax impairment charge related to assets measured at fair value on a non-recurring basis, comprised of $48.9 million in Boston Proper goodwill impairment, $39.4 million pre-tax related to the Boston Proper trade name, and $24.2 million pre-tax related to the Boston Proper intangible customer list.

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 fiscal 2016, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, during fiscal 2016 and 2015 we did not have any Level 3 financial assets measured on a recurring basis. We conduct reviews on a quarterly basis to verify pricing, assess liquidity, and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.

In accordance with the provisions of the guidance, we categorized our financial assets and liabilities 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 January 28, 2017		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	$	471	$	471	$	—	$	—
Marketable securities:
Municipal securities	5,634		—		5,634		—
U.S. government agencies	23,071		—		23,071		—
Corporate bonds	15,799		—		15,799		—
Commercial paper	5,866		—		5,866		—
Non Current Assets
Deferred compensation plan	7,523		7,523		—		—
Total	$	58,364	$	7,994	$	50,370	$	—
Financial Liabilities:
Long-term debt1	$	84,785	$	—	85,139		$	—
			Fair Value Measurements at Reporting Date Using
	Balance as of January 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	$	275	$	275	$	—	$	—
Marketable securities:
Municipal 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		$	—
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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Prepaid Expenses and Accounts Receivable

12 Months Ended

Jan. 28, 2017

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Accounts Receivable

PREPAID EXPENSES AND ACCOUNTS RECEIVABLE:

Prepaid expenses and accounts receivable consisted of the following:

	January 28, 2017		January 30, 2016
	(in thousands)
Prepaid expenses	$	39,847	$	38,179
Accounts receivable	10,503		7,481
Prepaid expenses and accounts receivable	$	50,350	$	45,660

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Assets Held For Sale

12 Months Ended

Jan. 28, 2017

Assets Held-for-sale, Not Part of Disposal Group, Current [Abstract]

Assets Held For Sale

ASSETS HELD FOR SALE

In connection with the restructuring program, we determined that certain vacant land met the criteria to be classified as held for sale as of January 30, 2016. In fiscal 2016, we completed the sale of this vacant land for $16.2 million.

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Property and Equipment, Net

12 Months Ended

Jan. 28, 2017

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, NET:

Property and equipment, net, consisted of the following:

	January 28, 2017			January 30, 2016
	(in thousands)
Land and land improvements	$	31,103		$	30,157
Building and building improvements	127,398			128,093
Equipment, furniture and fixtures	617,311			626,952
Leasehold improvements	538,735			553,125
Total property and equipment	1,314,547			1,338,327
Less accumulated depreciation and amortization	(837,362		)	(787,374		)
Property and equipment, net	$	477,185		$	550,953

Total depreciation expense for fiscal 2016, 2015 and 2014 was $109.1 million, $116.6 million and $117.8 million, respectively.

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Goodwill and Other Intangible Assets

12 Months Ended

Jan. 28, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill and other intangible assets consisted of the following:

	January 28, 2017		January 30, 2016
	(in thousands)
Goodwill	$	96,774	$	96,774
Indefinite-Lived Intangibles:
WHBM trade name	$	34,000	$	34,000
Minnesota territorial franchise rights	4,930		4,930
Indefinite-lived intangibles	$	38,930	$	38,930
Definite-Lived Intangibles:
Boston Proper customer relationships	$	—	$	43,580
Accumulated amortization expense recorded	—		(16,851		)
Impairment expense recorded	—		(24,166		)
Sale of Boston Proper customer relationships	—		(2,563		)
Definite-lived intangibles	—		—
Other intangible assets, net	$	38,930	$	38,930

In fiscal 2015, based on market indications of value and a decline in sales, we recorded a pre-tax goodwill impairment charge of $48.9 million related to Boston Proper goodwill, reducing the carrying value of goodwill to zero, pre-tax impairment charges related to the Boston Proper trade name of $39.4 million, reducing the carrying value of the trade name to $2.3 million, and a pre-tax impairment charge related to Boston Proper customer relationships of $24.2 million, reducing the carrying value of the customer relationships to $2.6 million. All impairment charges were recorded within goodwill and intangible impairment charges in the accompanying consolidated statements of income.

In fiscal 2015, the Company completed the sale the Boston Proper DTC business, which included the carrying values of the Boston Proper trade name of $2.3 million and Boston Proper customer relationships of $2.6 million. The net proceeds on the sale of the Boston Proper DTC business are included in restructuring and strategic charges in the accompanying consolidated statements of income. Amortization expense for fiscal 2015 was approximately $2.2 million related to Boston Proper customer relationships.

In fiscal 2014, as a result of sales and margin declines in the Boston Proper brand due to issues with merchandising and marketing effectiveness, we recorded a pre-tax goodwill impairment charge of $25.8 million, reducing the carrying value of Boston Proper goodwill to $48.9 million and an impairment charge related to the Boston Proper trade name of $4.3 million pre-tax, reducing the carrying value of the Boston Proper trade name to $41.7 million. All impairment charges were recorded within 'Goodwill and intangible impairment charges' in the accompanying consolidated statements of income.

The following table provides the carrying amounts of Boston Proper goodwill and pre-tax cumulative goodwill impairment charges:

	January 30, 2016			January 31, 2015
	(in thousands)
Gross carrying amount	$	141,919		$	141,919
Cumulative impairment, beginning of year	(93,066		)	(67,266		)
Impairment charges	(48,853		)	(25,800		)
Cumulative impairment, end of year	(141,919		)	(93,066		)
Net carrying amount	$	—		$	48,853

There were no changes in goodwill during fiscal 2016.

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Other Current and Deferred Liabilities

12 Months Ended

Jan. 28, 2017

Other Liabilities, Current [Abstract]

Other Current and Deferred Liabilities

OTHER CURRENT AND DEFERRED LIABILITIES:

Other current and deferred liabilities consisted of the following:

	January 28, 2017		January 30, 2016
	(in thousands)
Allowance for customer returns, gift cards and store credits outstanding	$	59,893	$	58,060
Accrued payroll, benefits, bonuses and severance costs and termination benefits	45,512		40,993
Current portion of deferred rent and lease credits	22,451		26,596
Other	42,376		33,139
Other current and deferred liabilities	$	170,232	$	158,788

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Debt

12 Months Ended

Jan. 28, 2017

Debt Disclosure [Abstract]

Debt

DEBT:

In fiscal 2015, we entered into a credit agreement (the "Agreement") among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., as Syndication Agent and the other lenders. Our obligations under the Agreement are guaranteed by certain of our material U.S. subsidiaries. The Agreement provides for a term loan commitment in the amount of $100.0 million, of which $100.0 million was drawn at closing, and matures on May 4, 2020, payable in quarterly installments, as defined in the Agreement, with the remainder due at maturity.

The Agreement also provides for a $100.0 million revolving credit facility, of which $24.0 million was drawn at closing and repaid in the second quarter of fiscal 2015. There were no amounts outstanding on the revolving credit facility as of January 28, 2017. The revolving credit facility matures on May 4, 2020.

The Agreement contains various covenants and restrictions, including maximum leverage ratio, as defined, of no more than 3.50 to 1.00 until July 31, 2018, and 3.25 to 1.00 after July 31, 2018, and minimum fixed charge coverage ratio, as defined, of not less than 1.20 to 1.00. If the Company failed to comply with these financial covenants, a default would trigger and all principal and outstanding interest would be due and payable. At January 28, 2017, the Company was in compliance with all financial covenant requirements of the Agreement.

The Agreement has borrowing options which accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate ("ABR") plus an interest rate margin, as defined in the Agreement. The interest rate on borrowings and our commitment fee rate vary based on the maximum leverage ratio as follows:

	Maximum Leverage Ratio:	Eurodollar Spread	ABR Spread	Commitment Fee Rate
Category 1:	< 2.25 to 1.00	1.25%	0.25%	0.20%
Category 2:	≥ 2.25 to 1.00 but < 3.00 to 1.00	1.50%	0.50%	0.25%
Category 3:	≥ 3.00 to 1.00	1.75%	0.75%	0.30%

On May 4, 2015, in connection with our entry into the Agreement, we repaid and terminated with no prepayment penalties, the $124.0 million outstanding obligation under our 2011 revolving credit facility. We used the proceeds from the initial draw of the term loan and revolving credit facility of the Agreement to repay such obligations.

As of January 28, 2017, $84.8 million in borrowings were outstanding under the Agreement, and are reflected as $16.3 million in current debt and $68.5 million in long-term debt in the accompanying consolidated balance sheets.

The following table provides details on our debt outstanding as of January 28, 2017 and January 30, 2016:

	January 28, 2017			January 30, 2016
	(in thousands)
Credit Agreement, net	$	84,785		$	92,219
Less: current debt	(16,250		)	(10,000		)
Long-term debt	$	68,535		$	82,219

Aggregate future maturities of long-term debt are as follows:

FISCAL YEAR ENDING:
(in thousands)
February 3, 2018	$	16,250
February 2, 2019	15,000
February 1, 2020	15,000
January 30, 2021	38,750

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Non-Current Deferred Liabilities

12 Months Ended

Jan. 28, 2017

Deferred Credits and Other Liabilities [Abstract]

Non-Current Deferred Liabilities

NON-CURRENT DEFERRED LIABILITIES:

Deferred liabilities consisted of the following:

	January 28, 2017			January 30, 2016
	(in thousands)
Deferred rent	$	51,909		$	50,469
Deferred lease credits	80,217			96,747
Other deferred liabilities	8,868			10,123
Deferred liabilities	140,994			157,339
Less current portion of deferred rent and lease credits	(22,451		)	(26,596		)
Non-current deferred liabilities	$	118,543		$	130,743

Deferred rent represents the difference between operating lease obligations currently due and operating lease expense, which is recorded on a straight-line basis over the appropriate respective terms of the leases.

Deferred lease credits represent construction allowances received from landlords and are amortized as a reduction of rent expense over the appropriate respective terms of the related leases.

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Commitments and Contingencies

12 Months Ended

Jan. 28, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES:

Leases

We lease retail stores, a limited amount of office space and certain office equipment under operating leases expiring in various years through the fiscal year ending 2028. Certain operating leases provide for renewal options that generally approximate five years at a pre-determined rental value. In the normal course of business, operating leases are typically renewed or replaced by other leases.

Minimum future rental payments under non-cancelable operating leases (including leases with certain minimum sales cancellation clauses described below and exclusive of common area maintenance charges and/or contingent rental payments based on sales) as of January 28, 2017, are approximately as follows:

FISCAL YEAR ENDING:
(in thousands)
February 3, 2018	$	189,134
February 2, 2019	162,035
February 1, 2020	141,170
January 30, 2021	127,559
January 29, 2022	109,191
Thereafter	182,856
Total minimum lease payments	$	911,945

Certain leases provide that we may cancel the lease if our retail sales at that location fall below an established level. A majority of our store operating leases contain cancellation clauses that allow the leases to be terminated at our discretion, if certain minimum sales levels are not met within the first few years of the lease term. We have not historically met or exercised a significant number of these cancellation clauses and, therefore, have included commitments for the full lease terms of such leases in the above table. For fiscal 2016, 2015 and 2014, total rent expense under operating leases was approximately $268.5 million, $266.2 million, and $253.2 million, respectively, including common area maintenance charges of approximately $47.6 million, $46.7 million, and $42.5 million, respectively, other rental charges of approximately $41.2 million, $40.1 million, and $37.6 million, respectively, and contingent rental expense, based on sales, of approximately $5.2 million, $5.8 million, and $7.0 million, respectively.

Open Purchase Orders

At January 28, 2017 and January 30, 2016, we had approximately $356.7 million and $398.6 million, respectively, of open purchase orders for inventory, in the normal course of business.

Legal Proceedings

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 will continue to vigorously defend the matter. At this time, 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. No specific dollar amount in damages or other relief is specified in the Complaint, and the Company is unable to estimate any potential loss or range of loss. However, if the case were to proceed as a class action and the Company were to be unsuccessful in its defense on the merits, the ultimate resolution of the case could have a material adverse effect on the Company’s consolidated financial condition.

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, and settlement notices have been distributed. If finally approved, the proposed 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. The Complaint alleged many of the same Labor Code violations as Ackerman, described above. Given the overlap with the Ackerman case, the Court stayed the matter pending final approval of the Ackerman proposed settlement. In October 2016, the parties agreed to lift the stay and to resolve the matter as an individual action. The Court has since dismissed the case. The settlement amount was immaterial.

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. The Complaint alleged many of the same Labor Code violations as Ackerman, described above. Given the overlap with the Ackerman case, the court stayed the matter pending final approval of the Ackerman proposed settlement. The Company and the plaintiff subsequently agreed to a lifting of the stay and a filing of an amended complaint in early November. The Company removed the case to the United States District Court for the Eastern District of California on November 9, 2016. In the First Amended Complaint, the plaintiffs make similar claims, but only on behalf of three individuals, and they do not seek class status. The Company disputes the allegations of the First Amended Complaint and, as the matter is no longer a putative class action, is confident that this case will not have a material adverse effect on the Company’s consolidated financial condition or results of operation.

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. Following voluntary mediation of the matter in November of 2016, the parties entered into a settlement agreement, which is subject to court review and approval. If finally approved, the settlement will not have a material adverse effect on the Company’s consolidated financial condition or results of operation.

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

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Stock Compensation Plans and Capital Stock Transactions

12 Months Ended

Jan. 28, 2017

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

Stock Compensation Plans and Capital Stock Transactions

STOCK COMPENSATION PLANS AND CAPITAL STOCK TRANSACTIONS:

General

In April 2012, the Board approved the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan (the “Omnibus Plan”), which replaced the Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan and was approved by our shareholders, effective June 21, 2012. As of the effective date, the Omnibus Plan provided for 7.0 million shares of our common stock that may be delivered to participants and their beneficiaries in addition to approximately 3.5 million shares of our common stock available for future awards under prior plans. Awards under the Omnibus Plan may be in the form of restricted stock, restricted stock units, performance-based restricted stock, performance-based stock units, stock options, and stock appreciation rights, in accordance with the terms and conditions of the Omnibus Plan. The terms of each award will be determined by the Compensation and Benefits Committee of the Board of Directors.

We have historically issued restricted stock, including non-vested restricted stock and performance-based restricted stock, performance-based stock units, and stock options. Shares of non-vested restricted stock and performance-based restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon, and are considered to be currently issued and outstanding. Performance-based stock units are entitled to dividends based on certain Company-specific performance goals and are entitled to voting rights upon meeting these Company-specific performance goals. Generally, stock-based awards vest evenly over three years; stock options generally have a 10-year term. As of January 28, 2017, approximately 0.6 million nonqualified stock options are outstanding under the Omnibus Plan and approximately 5.8 million shares remain available for future grants of stock-based awards.

Stock-based compensation expense for all awards is based on the grant date fair value of the award, net of estimated forfeitures, and is recognized over the requisite service period of the awards. Compensation expense for restricted stock awards and stock options with a service condition is recognized on a straight-line basis over the requisite service period. Compensation expense for performance-based awards with a service condition is recognized ratably for each vesting tranche based on our estimate of the level and likelihood of meeting certain Company-specific performance goals. We estimate the expected forfeiture rate for all stock-based awards, and only recognize expense for those shares expected to vest. In determining the portion of the stock-based payment award that is ultimately expected to be earned, we derive forfeiture rates based on historical data. In accordance with the authoritative guidance, we revise our forfeiture rates, when necessary, in subsequent periods if actual forfeitures differ from those originally estimated. Total compensation expense related to stock-based awards in fiscal 2016, 2015 and 2014 was $21.2 million, $30.1 million and $26.5 million, respectively. The total tax benefit associated with stock-based compensation for fiscal 2016, 2015 and 2014 was $8.1 million, $11.5 million and $10.1 million, respectively.

Restricted Stock Awards

Restricted stock activity for fiscal 2016 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,585,392		$	16.60
Granted	1,817,830		12.38
Vested	(1,157,261	)	16.75
Forfeited	(782,775	)	15.19
Unvested, end of period	2,463,186		13.87

Total fair value of shares of restricted stock that vested during fiscal 2016, 2015 and 2014 was $14.7 million, $34.8 million and $21.8 million, respectively. The weighted average grant date fair value of restricted stock granted during the fiscal 2016, 2015 and 2014 was $12.38, $16.97, and $16.44, respectively. As of January 28, 2017, there was $18.7 million of unrecognized stock-based compensation expense related to non-vested restricted stock awards. That cost is expected to be recognized over a weighted average remaining period of 1.8 years.

Performance-based Stock Units

Performance-based stock unit activity for fiscal 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	(228,105	)	18.23
Forfeited	(322,905	)	15.34
Unvested, end of period	652,248		13.28

Total fair value of performance-based stock units that vested during fiscal 2016 and 2015 was $2.9 million and $3.9 million, respectively. There was $3.3 million of unrecognized stock-based compensation expense related to performance-based stock units expected to vest. That cost is expected to be recognized over a weighted average period of approximately 1.5 years.

Stock Option Awards

We used the Black-Scholes option-pricing model to value our stock options. No stock options have been issued since 2011. Using this option-pricing model, the fair value of each stock option award was estimated on the date of grant. The fair value of the stock option awards, which are subject to pro-rata vesting generally over three years, was expensed on a straight-line basis over the vesting period of the stock options. As of January 28, 2017, all outstanding stock options were fully vested, and there was no unrecognized compensation expense.

Stock option activity for fiscal 2016 was as follows:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding, beginning of period	1,060,774		$	15.17
Granted	—		—
Exercised	(213,310	)	10.67
Forfeited or expired	(270,218	)	22.13
Outstanding, end of period	577,246		$	13.58	2.97	$	603
Vested and expected to vest at January 28, 2017	577,246		$	13.58	2.97	$	603
Exercisable at January 28, 2017	577,246		$	13.58	2.97	$	603

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the excess, if any, of the closing stock price on the last trading day of fiscal 2016 and the exercise price, multiplied by the number of such in-the-money options) that would have been received by the option holders had all option holders exercised their options on January 28, 2017. This amount changes based on the fair market value of our common stock. Total intrinsic value of options exercised during fiscal 2016, 2015 and 2014 (based on the difference between our stock price on the respective exercise date and the respective exercise price, multiplied by the number of respective options exercised) was $0.7 million, $4.6 million and $1.5 million, respectively.

Cash received from option exercises for fiscal 2016 was $2.3 million. The actual tax benefit realized for the tax deduction from option exercises of stock option awards totaled $0.3 million for fiscal 2016.

Employee Stock Purchase Plan

We sponsor an employee stock purchase plan (“ESPP”) under which substantially all full-time employees are given the right to purchase shares of our common stock during each of the two specified offering periods each fiscal year at a price equal to 85 percent of the value of the stock immediately prior to the beginning of each offering period. During fiscal 2016, 2015 and 2014, approximately 191,000, 174,000, and 180,000 shares, respectively, were purchased under the ESPP. Cash received from purchases under the ESPP for fiscal 2016 was $2.1 million.

Share Repurchase Program

During fiscal 2016, we repurchased 8.1 million shares, at a total cost of approximately $96.4 million. In fiscal 2015, the Company repurchased 14.6 million shares for $250.0 million through our $300 million share repurchase program announced in December 2013, and 3.7 million shares for $40.0 million under its $300 million share repurchase program announced in November 2015. As of January 28, 2017, $163.6 million remains 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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Retirement Plans

12 Months Ended

Jan. 28, 2017

Compensation and Retirement Disclosure [Abstract]

Retirement Plans

RETIREMENT PLANS:

We have a 401(k) defined contribution employee retirement benefit plan (the “Plan”) covering all employees upon the completion of one year of service, working 1000 hours or more, and are at least age 21. Employees’ rights to Company contributions vest fully upon completing five years of service, with incremental vesting starting in service year two. Under the Plan, employees may contribute up to 100 percent of their annual compensation, subject to certain statutory limitations. We have elected to match employee contributions at 50 percent on the first 6 percent of the employees’ contributions and can elect to make additional contributions over and above the mandatory match. For fiscal 2016, 2015 and 2014, our costs under the Plan were approximately $3.4 million, $3.8 million, and $3.7 million, respectively.

In April 2002, we adopted the Chico’s FAS, Inc. Deferred Compensation Plan (the “Deferred Plan”) to provide supplemental retirement income benefits for a highly compensated employees. Eligible participants may elect to defer up to 80 percent of their base salary and 100 percent of their bonus earned under an approved bonus plan pursuant to the terms and conditions of the Deferred Plan. The Deferred Plan generally provides for payments upon retirement, death, disability or termination of employment. In addition, we may make employer contributions to participants under the Deferred Plan. To date, no Company contributions have been made under the Deferred Plan. The amount of the deferred compensation liability payable to the participants is included in deferred liabilities in the consolidated balance sheets. These obligations are funded through the purchase of corporate owned life insurance (COLI), cash and other securities held within a rabbi trust established on behalf of the employee participating in the plan. The trust assets are reflected in other assets in the accompanying consolidated balance sheets.

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Income Taxes

12 Months Ended

Jan. 28, 2017

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES:

The income tax provision consisted of the following:

	Fiscal 2016			Fiscal 2015			Fiscal 2014
	(in thousands)
Current:
Federal	$	49,994		$	15,622		$	53,985
Foreign	260			210			124
State	5,654			1,683			7,152
Deferred:
Federal	(8,483		)	(25,004		)	(6,550		)
State	75			(9,411		)	(2,911		)
Income tax provision (benefit)	$	47,500		$	(16,900	)	$	51,800

The foreign component of pre-tax income (loss), arising principally from operating foreign stores and other management and cost sharing charges we are required to allocate under U.S. tax law, for fiscal 2016, 2015, and 2014 was $0.1 million, $(0.8) million, and $(2.8) million respectively.

A reconciliation between the statutory federal income tax rate and the effective income tax rate follows:

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Federal income tax rate	35.0	%	35.0	%	35.0	%
State income tax, net of federal tax benefit	3.4		4.3		1.9
Goodwill impairment	—		(124.2	)	8.4
Outside basis difference - Boston Proper sale	(2.8	)	165.2		—
Other state benefits associated with sale and liquidation of Boston Proper	(0.3	)	20.1		—
Enhanced charitable contribution	(1.9	)	19.3		(2.5	)
Executive compensation limitation	1.2		(7.3	)	1.3
Foreign losses with full valuation allowance	0.2		(2.9	)	1.0
Federal tax credits	(0.5	)	3.4		(0.7	)
Other items, net	(0.1	)	0.4		0.1
Total	34.2	%	113.3	%	44.5	%

Deferred tax assets and liabilities are recorded due to different carrying amounts for financial and income tax reporting purposes arising from cumulative temporary differences. These differences consist of the following as of January 28, 2017 and January 30, 2016:

	January 28, 2017			January 30, 2016
	(in thousands)
Deferred tax assets:
Accrued liabilities and allowances	$	17,790		$	13,416
Accrued straight-line rent	20,361			19,716
Stock-based compensation	10,329			12,945
Property related	1,816			6,270
Charitable contribution limitation carryfowards	5,109			5,720
State tax credits and net operating loss carryforwards	5,105			5,384
Other	3,376			4,675
Total deferred tax assets	63,886			68,126
Valuation allowance	(749		)	(911		)
Net deferred tax assets	63,137			67,215
Deferred tax liabilities:
Other	—			(1,249		)
Prepaid expenses	(2,976		)	(4,099		)
Property related	(43,271		)	(50,601		)
Other intangible assets	(24,197		)	(23,200		)
Total deferred tax liabilities	(70,444		)	(79,149		)
Net deferred taxes	$	(7,307	)	$	(11,934	)

As of January 28, 2017, the Company had available for state income tax purposes net operating loss and tax credit carryovers which expire, if unused, in the years 2020 - 2035 and 2019 - 2026, respectively.

We have not recognized any United States (“U.S.”) tax expense on undistributed foreign earnings as they are intended to be indefinitely reinvested outside of the U.S. There were no significant undistributed earnings at January 28, 2017 and January 30, 2016.

Accumulated other comprehensive income is shown net of deferred tax assets and deferred tax liabilities. These deferred taxes are not reflected in the table above. The amount is not significant at January 28, 2017 or January 30, 2016.

A reconciliation of the beginning and ending amounts of uncertain tax positions for each of fiscal 2016, fiscal 2015 and fiscal 2014 is as follows:

	Fiscal 2016			Fiscal 2015			Fiscal 2014
	(in thousands)
Balance at beginning of year	$	4,840		$	2,532		$	3,956
Additions for tax positions of prior years	1,280			2,618			757
Reductions for tax positions of prior years	(1		)	(56		)	(736		)
Additions for tax positions for the current year	246			259			390
Settlements/payments with tax authorities	(850		)	—			(1,501		)
Reductions due to lapse of applicable statutes of limitation	(357		)	(513		)	(334		)
Balance at end of year	$	5,158		$	4,840		$	2,532

At January 28, 2017, January 30, 2016, and January 31, 2015, balances included $4.4 million, $4.0 million, and $1.6 million respectively, of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate in future periods. Included in the January 28, 2017 uncertain tax positions balance of $5.2 million is $2.8 million of unrecognized tax benefits that have been offset directly against the associated tax attributes. We do not expect any events to occur that would cause a change to our unrecognized tax benefits or income tax expense within the next twelve months.

Our continuing practice is to recognize potential accrued interest and penalties relating to unrecognized tax benefits in the income tax provision. For fiscal 2016, 2015 and 2014, we accrued $0.2 million, $0.2 million and $0.3 million, respectively for interest and penalties. We had approximately $0.5 million, $0.4 million and $0.5 million, respectively for the payment of interest and penalties accrued at January 28, 2017, January 30, 2016 and January 31, 2015, respectively. The amounts included in the reconciliation of uncertain tax positions do not include accruals for interest and penalties.

In fiscal 2006, we began participating in the IRS’s real time audit program, Compliance Assurance Process (“CAP”). Under the CAP program, material tax issues and initiatives are disclosed to the IRS throughout the year with the objective of reaching agreement as to the proper reporting treatment when the federal return is filed. For fiscal 2014, we have received a partial acceptance letter with all issues resolved with the exception of the domestic production activities deduction. The Company did not claim the domestic production activities deduction for fiscal 2015 and has received a full acceptance letter for that fiscal year.

With few exceptions, we are no longer subject to state and local examinations for years before fiscal 2012. Various state examinations are currently underway for fiscal periods spanning from 2011 through 2015; however, we do not expect any significant change to our uncertain tax positions within the next year.

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Net Earnings Per Share

12 Months Ended

Jan. 28, 2017

Earnings Per Share [Abstract]

Net Earnings Per Share

NET EARNINGS PER SHARE:

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

	January 28, 2017			January 30, 2016		January 31, 2015
Numerator
Net income	$	91,229		$	1,946	$	64,641
Net income and dividends declared allocated to participating securities	(1,915		)	—		(1,697		)
Net income available to common shareholders	$	89,314		$	1,946	$	62,944
Denominator
Weighted average common shares outstanding – basic	128,995			138,366		148,622
Dilutive effect of non-participating securities	242			375		504
Weighted average common and common equivalent shares outstanding – diluted	129,237			138,741		149,126
Net income per common share:
Basic	$	0.69		$	0.01	$	0.42
Diluted	$	0.69		$	0.01	$	0.42

In fiscal 2016, 2015 and 2014, 0.7 million, 0.3 million and 0.6 million potential shares of common stock, respectively, were excluded from the diluted per share calculation relating to non-participating securities, because the effect of including these potential shares was antidilutive.

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Quarterly Results of Operations (Unaudited)

12 Months Ended

Jan. 28, 2017

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results of Operations (Unaudited)

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED):

	Net Sales		Gross Margin		Net Income (Loss)			Net Income (Loss) Per Common Share - Basic			Net Income (Loss) Per Common and Common Equivalent Share - Diluted
	(dollars in thousands)
Fiscal year ended January 28, 2017:
First quarter	$	642,977	$	262,335	$	31,084		$	0.23		$	0.23
Second quarter	635,732		240,810		23,039			0.17			0.17
Third quarter	596,912		230,294		23,598			0.18			0.18
Fourth quarter	600,789		213,397		13,508			0.10			0.10
Fiscal year ended January 30, 2016:
First quarter	$	697,766	$	295,618	$	32,525		$	0.22		$	0.22
Second quarter	685,826		264,701		2,122			0.02			0.02
Third quarter	645,433		249,163		(11,610		)	(0.09		)	(0.09		)
Fourth quarter	631,610		217,389		(21,091		)	(0.16		)	(0.16		)

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Subsequent Events

12 Months Ended

Jan. 28, 2017

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS:

On February 22, 2017, we announced that our Board of Directors declared a quarterly dividend of $0.0825 per share on our common stock. The dividend will be payable on March 27, 2017 to shareholders of record at the close of business on March 13, 2017. Although it is our Company’s intention to continue to pay a quarterly cash dividend in the future, any decision to pay future cash dividends will be made by the Board of Directors and will depend on future earnings, financial condition and other factors.

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Business Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jan. 28, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fiscal Year

Fiscal Year

Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. The periods presented in these consolidated financial statements are the fiscal years ended January 28, 2017 (“fiscal 2016” or “current period”), January 30, 2016 (“fiscal 2015” or “prior period”) and January 31, 2015 (“fiscal 2014”). Fiscal 2016, 2015 and 2014 all contained 52 weeks.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Segment Information

Segment Information

Our brands, Chico’s, Soma, and White House Black Market ("WHBM") have been identified as separate operating segments and aggregated into one reportable segment due to the similarities of the economic and operating characteristics of the brands.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and in banks, short-term highly liquid investments with original maturities of three months or less and payments due from banks for third-party credit card and debit transactions for approximately 3 to 5 days of sales.

Marketable Securities

Marketable Securities

Marketable securities are classified as available-for-sale and 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 and fair value are determined on a specific identification basis. We consider all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore classify these securities within current assets on the consolidated balance sheets as they are available to support current operational liquidity needs.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Our consolidated financial instruments consist of cash, money market accounts, marketable securities, assets held in our non-qualified deferred compensation plan, accounts receivable, accounts 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.

Inventories

Inventories

We use the weighted average cost method to determine the cost of merchandise inventories. We identify potentially excess and slow-moving inventories by evaluating inventory aging, turn rates and inventory levels in conjunction with our overall sales trend. Further, inventory realization exposure is identified through analysis of gross margins and markdowns in combination with changes in current business trends. We record excess and slow-moving inventories at net realizable value and may liquidate certain slow-moving inventory through third parties. We estimate our expected shrinkage of inventories between physical inventory counts by using average store shrinkage experience rates, which are updated on a regular basis. Substantially all of our inventories consist of finished goods.

Costs associated with sourcing are generally capitalized while merchandising, distribution, and product development costs are generally expensed as incurred, and are included in the accompanying consolidated statements of income as a component of cost of goods sold.

Property and Equipment

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation of property and equipment is provided on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives (generally 10 years or less) or the related lease term, plus one anticipated renewal when there is an economic cost associated with non-renewal.

Our property and equipment is generally depreciated using the following estimated useful lives:

	Estimated Useful Lives
Land improvements	15 - 35 years
Building and building improvements	20 - 35 years
Equipment, furniture and fixtures	2 - 20 years
Leasehold improvements	10 years or term of lease, if shorter

Maintenance and repairs of property and equipment are expensed as incurred, and major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation or amortization are eliminated from the accounts, and any gain or loss is charged to income.

Operating Leases

Operating Leases

We lease retail stores and a limited amount of office space under operating leases. The majority of our lease agreements provide for tenant improvement allowances, rent escalation clauses and/or contingent rent provisions. Tenant improvement allowances are recorded as a deferred lease credit within deferred liabilities and amortized as a reduction of rent expense over the term of the lease. Rent escalation clauses, “rent-free” periods, and other rental expenses are amortized on a straight-line basis over the term of the leases, including the construction period. This is generally 60 - 90 days prior to the store opening date, when we generally begin improvements in preparation for our intended use.

Certain leases provide for contingent rents, in addition to a basic fixed rent, which are determined as a percentage of gross sales in excess of specified levels. We record a contingent rent liability in accrued liabilities on the consolidated balance sheets and the corresponding rent expense when specified levels have been achieved or when it is determined that achieving the specified levels during the lease year is probable.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill and other indefinite-lived intangible assets are assessed for impairment at least annually. We perform our annual impairment test during the fourth quarter, or more frequently should events or circumstances change that would indicate that impairment may have occurred.

Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Impairment testing for goodwill is done at a reporting unit level. Reporting units are defined as an operating segment or one level below an operating segment, called a component. Using these criteria, we identified our reporting units and concluded that the goodwill related to the territorial franchise rights for the state of Minnesota should be allocated to the Chico’s reporting unit and the goodwill associated with the WHBM acquisition should be assigned to the WHBM reporting unit.

We evaluate the appropriateness of performing a qualitative assessment, on a reporting unit level, based on current circumstances. A two-step impairment test is performed only if the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We may elect to skip the qualitative assessment and perform the two-step impairment test. The first step of the impairment test compares the fair value of our reporting units with their carrying amounts, including goodwill. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Fair value is determined based on both an income approach and market approach. The income approach is based on estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant, while the market approach is based on sales or EBITDA multiples of similar companies and transactions or other available indications of value. For 2016, we performed a qualitative assessment of the goodwill associated with the Chico's and WHBM reporting units and concluded it was more likely than not that the fair value exceeded the carrying amount as of the annual assessment date. In fiscal 2015 and 2014, we performed a goodwill impairment assessment of the Boston Proper reporting unit and recorded pre-tax, non-cash goodwill impairment charges of $48.9 million and $25.8 million, respectively, as further discussed in Note 8. We completed the sale of the Boston Proper direct-to-consumer ("DTC") business in January 2016.

We test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the intangible is less than its carrying amount. If the results of the qualitative assessment indicate that it is more likely than not that the fair value of the intangible is less than its carrying amount, we calculate the value of the indefinite-lived intangible assets using a discounted cash flow method, based on the relief from royalty concept, and compare the fair value to the carrying value to determine if the asset is impaired. We may elect to skip the qualitative assessment when appropriate based on current circumstances. For 2016, we performed a qualitative assessment of the WHBM trade name and concluded it was more likely than not that the fair value exceeded the carrying amount as of the annual assessment date. In fiscal 2015 and 2014 we performed an impairment assessment of Boston Proper indefinite-lived intangible assets and recorded pre-tax, non-cash impairment charges of $39.4 million and $4.3 million on the Boston Proper trade name as further discussed in Note 8.

Intangible assets subject to amortization consisted of the value of Boston Proper customer relationships. In fiscal 2015, we performed an impairment assessment of the Boston Proper customer relationships and recorded pre-tax, non-cash impairment charges of $24.2 million as further discussed in Note 8. All remaining Boston Proper intangible assets, including the Boston Proper trade name and customer relationships were included in the sale of the Boston Proper DTC business in fiscal 2015.

Accounting for the Impairment of Long-lived Assets and Assets Held for Sale

Accounting for the Impairment of Long-lived Assets and Assets Held for Sale

Long-lived assets, including definite-lived intangibles, are reviewed periodically for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. If future undiscounted cash flows expected to be generated by the asset are less than its carrying amount, an asset is determined to be impaired. The fair value of an asset is estimated using estimated future cash flows of the asset discounted by a rate commensurate with the risk involved with such asset while incorporating marketplace assumptions. The impairment loss recorded is the amount by which the carrying value of the asset exceeds its fair value. In fiscal 2016, 2015 and 2014, we completed an evaluation of long-lived assets at certain underperforming stores for indicators of impairment and, as a result, recorded impairment charges of approximately $2.5 million, $1.4 million and $1.3 million, respectively, which are included in SG&A in the accompanying consolidated statements of income. Additionally, in connection with the restructuring program initiated in fiscal 2014 as further discussed in Note 2, we have identified approximately 150 stores, including the Boston Proper stores, to be closed from fiscal 2015 through 2017. As a result, in fiscal 2015 and 2014, we recorded additional impairment charges of approximately $12.5 million and $5.4 million, respectively, which are included in restructuring and strategic charges in the accompanying consolidated statements of income.

Assets held for sale are measured at the lower of their carrying value or fair value less costs of disposal. Upon retirement or disposition, the asset cost and related accumulated depreciation or amortization are removed from the accounts, and a gain or loss is recognized based on the difference between the fair value of proceeds received and the asset’s carrying value.

Revenue Recognition

Revenue Recognition

Retail sales by our stores are recorded at the point of sale and are net of estimated customer returns, sales discounts under rewards programs and company issued coupons, promotional discounts and employee discounts. For sales from our websites and catalogs, revenue is recognized at the time we estimate the customer receives the product, which is typically within a few days of shipment. Amounts related to shipping and handling costs billed to customers are recorded in net sales and the related shipping and handling costs are recorded in cost of goods sold in the accompanying consolidated statements of income. Amounts paid by customers to cover shipping and handling costs are immaterial.

Our gift cards do not have expiration dates. We account for gift cards by recognizing a liability at the time the gift card is sold. The liability is relieved and revenue is recognized for gift cards upon redemption. In addition, we recognize revenue for the amount of gift cards expected to go unredeemed (commonly referred to as gift card breakage) under the redemption recognition method. This method records gift card breakage as revenue on a proportional basis over the redemption period based on our historical gift card breakage rate. We determine the gift card breakage rate based on our historical redemption patterns. We recognize revenue on the remaining unredeemed gift cards based on determining that the likelihood of the gift card being redeemed is remote and that there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions.

Soma offers a points based loyalty program in which customers earn points based on purchases. Attaining specified loyalty point levels results in the issuance of reward coupons to discount future purchases. As program members accumulate points, we accrue the estimated future liability, adjusted for expected redemption rates and expirations. The liability is relieved and revenue is recognized for loyalty point reward coupons upon redemption. In addition, we recognize revenue on unredeemed points when it can be determined that the likelihood of the point being redeemed is remote and there is no legal obligation to remit the point value. We determined the loyalty point breakage rate based on historical and redemption patterns.

As part of the normal sales cycle, we receive customer merchandise returns related to store, website and catalog sales. To account for the financial impact of potential customer merchandise returns, we estimate future returns on previously sold merchandise. Reductions in sales and gross margin are recorded for estimated merchandise returns based on return history, current sales levels and projected future return levels.

Our policy towards taxes assessed by a government authority directly imposed on revenue producing transactions between a seller and a customer is, and has been, to exclude all such taxes from revenue.

Advertising Costs

Advertising Costs

Costs associated with the production of non-catalog advertising, such as writing, copying, printing, and other costs are expensed as incurred. Costs associated with communicating advertising that has been produced, such as television and magazine, are expensed when the advertising event takes place. Catalog expenses consist of the cost to create, print, and distribute catalogs. Such costs are amortized over their expected period of future benefit, which is typically less than six weeks.

Share-Based Compensation

Stock-Based Compensation

Stock-based compensation for all awards is based on the grant date fair value of the award, net of estimated forfeitures, and is recognized over the requisite service period of the awards. The fair value of restricted stock awards and performance-based awards is determined by using the closing price of the Company’s common stock on the date of the grant. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest, depending on the level and likelihood of the performance condition to be met.

Shipping and Handling Costs

Shipping and Handling Costs

Shipping and handling costs to transport goods to customers, amounted to $35.9 million, $37.3 million, and $37.8 million in fiscal 2016, 2015 and 2014, respectively, and are included within cost of goods sold in the accompanying consolidated statements of income.

Occupancy and Store Pre-opening Costs

Occupancy and Store Pre-opening Costs

Occupancy and store pre-opening costs (including store-related costs and training expenses) incurred prior to the opening of new stores are expensed as incurred and are included within cost of sales in the accompanying consolidated statements of income.

Income Taxes

Income Taxes

Income taxes are accounted for in accordance with authoritative guidance, which requires the use of the asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, we follow a comprehensive model to recognize, measure, present, and disclose in our consolidated financial statements the estimated aggregate tax liability of uncertain tax positions that we have taken or expect to take on a tax return. This model states that a tax benefit from an uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable, based upon its technical merits.

The tax benefit of a qualifying position is the largest amount of tax benefit that has greater than a 50% likelihood of being realized upon the ultimate settlement with a taxing authority having full knowledge of all relevant information.

Foreign Currency

Foreign Currency

The functional currency of our foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect as of the balance sheet date, while revenues and expenses are translated at the average exchange rates for the period. The resulting translation adjustments are recorded as a component of comprehensive income in the consolidated statements of comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in the consolidated statements of income.

Self-Insurance

Self-Insurance

We are self-insured for certain losses relating to workers’ compensation, medical and general liability claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the aggregate liability for uninsured claims incurred based on historical experience. While we do not expect the amount we will ultimately pay to differ significantly from our estimates, self-insurance accruals could be affected if future claims experience differs significantly from the historical trends and assumptions.

Supplier Allowances

Supplier Allowances

From time to time, we receive allowances and/or credits from certain of our suppliers. The aggregate amount of such allowances and credits, which is included in cost of goods sold, is immaterial to our consolidated results of operations.

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 performance-based stock units that have met their relevant performance criteria.

Under the two-class method, net income is reduced by the amount of dividends declared in the period for common stock and participating securities. The remaining undistributed earnings are then allocated to common stock and participating securities as if all of the net income for the period had been distributed. Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period including the participating securities. Diluted EPS reflects the dilutive effect of potential common shares from non-participating securities such as stock options and performance-based stock units.

Newly Issued Accounting Pronouncements

Newly Issued Accounting Pronouncements

In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory. ASU 2016-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. ASU 2016-16 requires companies to recognize the income tax effects of intercompany sales or transfers of other assets in the income statement as income tax expense (benefit) in the period the sale or transfer occurs. Additionally, companies would evaluate whether the tax effects of the intercompany sales of transfers of non-inventory assets should be included in their estimates of annual effective tax rates by using today's interim guidance on income tax accounting. ASU 2016-16 will require modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption, which we expect to implement in fiscal 2018. At January 28, 2017 the Company had $6.2 million in assets related to the transfer of intra–entity asset transfers.

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. We have performed preliminary assessments and have concluded that we will continue to estimate expected forfeitures and although the inclusion of excess tax benefits and deficiencies will increase volatility within our provision for income taxes, we do not anticipate a material impact to our consolidated results of operations based upon equity events. Further, the Company notes that all significant excess tax benefits have been realized through a reduction to income taxes payable.

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 and should be applied on a modified retrospective basis. 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. Upon adoption of the standard, we expect to record material right–of–use assets and lease liabilities on the balance sheet approximating the present value of the remaining terms of our leases in fiscal 2019.

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 do not anticipate adoption to have a material impact to our consolidated results of operations, financial position or cash flows.

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 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. Through our evaluation of the impact of this ASU, we have identified certain changes that are expected to be made to our accounting policies, including: the timing of our recognition of advertising expenses, whereby certain expenses that are currently amortized over their expected period of future benefit will be expensed the first time the advertisement appears, and the balance sheet presentation of merchandise returns as both an asset equal to the inventory value, less estimated processing costs, and a related return liability, compared to the net returns liability currently recorded. We plan to adopt this ASU beginning in the first quarter of fiscal 2018 with a cumulative adjustment to retained earnings as opposed to retrospectively adjusting prior periods. We are continuing to evaluate the impact this ASU, and related amendments and interpretive guidance, will have on our consolidated financial statements.

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Business Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 28, 2017

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 January 30, 2016 and January 31, 2015 consolidated statements 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
Twelve Months Ended January 30, 2016
Net sales	$	2,642,309	100.0	$	—		$	—		$	18,326	$	2,660,635	100.0
Cost of goods sold	1,211,552		45.9	37,317			384,895			—		1,633,764		61.4
Gross Margin	1,430,757		54.1	(37,317		)	(384,895		)	18,326		1,026,871		38.6
Selling, general and administrative expenses	1,282,585		48.5	(37,317		)	(384,895		)	18,326		878,699		33.0

	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales
Twelve Months Ended January 31, 2015
Net sales	$	2,675,211	100.0	$	—		$	—		$	18,718	$	2,693,929	100.0
Cost of goods sold	1,248,889		46.7	37,815			372,987			—		1,659,691		61.6
Gross Margin	1,426,322		53.3	(37,815		)	(372,987		)	18,718		1,034,238		38.4
Selling, general and administrative expenses	1,263,134		47.2	(37,815		)	(372,987		)	18,718		871,050		32.3

Schedule of Useful Life for Property and Equipment

Our property and equipment is generally depreciated using the following estimated useful lives:

	Estimated Useful Lives
Land improvements	15 - 35 years
Building and building improvements	20 - 35 years
Equipment, furniture and fixtures	2 - 20 years
Leasehold improvements	10 years or term of lease, if shorter

Property and equipment, net, consisted of the following:

	January 28, 2017			January 30, 2016
	(in thousands)
Land and land improvements	$	31,103		$	30,157
Building and building improvements	127,398			128,093
Equipment, furniture and fixtures	617,311			626,952
Leasehold improvements	538,735			553,125
Total property and equipment	1,314,547			1,338,327
Less accumulated depreciation and amortization	(837,362		)	(787,374		)
Property and equipment, net	$	477,185		$	550,953

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Restructuring and Strategic Charges (Tables)

12 Months Ended

Jan. 28, 2017

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:

	Fiscal 2016		Fiscal 2015		Fiscal 2014
	(in thousands)
Impairment charges	$	1,453	$	22,001	$	8,554
Continuing employee-related costs	1,796		8,330		—
Severance charges	9,485		6,863		7,577
Proxy solicitation costs	5,697		—		—
Lease terminations	427		9,578		—
Outside services	12,013		—		—
Other charges	156		2,029		614
Restructuring and strategic charges, pre-tax	$	31,027	$	48,801	$	16,745

Schedule of Restructuring Reserve Rollforward

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

	Continuing employee-related costs			Severance Charges			Proxy solicitation costs			Lease Termination Charges			Outside services			Other			Total
	(in thousands)
Beginning Balance, January 30, 2016	$	2,549		$	1,678		$	—		$	1,101		$	9		$	—		$	5,337
Charges	1,796			9,485			5,697			427			12,013			156			29,574
Payments	(3,674		)	(8,750		)	(5,697		)	(682		)	(4,723		)	(156		)	(23,682		)
Ending Balance, January 28, 2017	$	671		$	2,413		$	—		$	846		$	7,299		$	—		$	11,229

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Marketable Securities (Tables)

12 Months Ended

Jan. 28, 2017

Marketable Securities [Abstract]

Summary of Investments in Marketable Securities

The following tables summarize our investments in marketable securities at January 28, 2017 and January 30, 2016:

	January 28, 2017
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Total marketable securities	$	50,460	$	3	$	(93	)	$	50,370
	January 30, 2016
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Total marketable securities	$	50,232	$	10	$	(48	)	$	50,194

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Fair Value Measurements (Tables)

12 Months Ended

Jan. 28, 2017

Fair Value Disclosures [Abstract]

Financial Assets Valued on a Recurring Basis

In accordance with the provisions of the guidance, we categorized our financial assets and liabilities 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 January 28, 2017		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	$	471	$	471	$	—	$	—
Marketable securities:
Municipal securities	5,634		—		5,634		—
U.S. government agencies	23,071		—		23,071		—
Corporate bonds	15,799		—		15,799		—
Commercial paper	5,866		—		5,866		—
Non Current Assets
Deferred compensation plan	7,523		7,523		—		—
Total	$	58,364	$	7,994	$	50,370	$	—
Financial Liabilities:
Long-term debt1	$	84,785	$	—	85,139		$	—
			Fair Value Measurements at Reporting Date Using
	Balance as of January 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	$	275	$	275	$	—	$	—
Marketable securities:
Municipal 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		$	—
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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Prepaid Expenses and Accounts Receivable (Tables)

12 Months Ended

Jan. 28, 2017

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid Expenses and Accounts Receivable

Prepaid expenses and accounts receivable consisted of the following:

	January 28, 2017		January 30, 2016
	(in thousands)
Prepaid expenses	$	39,847	$	38,179
Accounts receivable	10,503		7,481
Prepaid expenses and accounts receivable	$	50,350	$	45,660

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Property and Equipment, Net (Tables)

12 Months Ended

Jan. 28, 2017

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Our property and equipment is generally depreciated using the following estimated useful lives:

	Estimated Useful Lives
Land improvements	15 - 35 years
Building and building improvements	20 - 35 years
Equipment, furniture and fixtures	2 - 20 years
Leasehold improvements	10 years or term of lease, if shorter

Property and equipment, net, consisted of the following:

	January 28, 2017			January 30, 2016
	(in thousands)
Land and land improvements	$	31,103		$	30,157
Building and building improvements	127,398			128,093
Equipment, furniture and fixtures	617,311			626,952
Leasehold improvements	538,735			553,125
Total property and equipment	1,314,547			1,338,327
Less accumulated depreciation and amortization	(837,362		)	(787,374		)
Property and equipment, net	$	477,185		$	550,953

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Jan. 28, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill and Intangible Assets

Goodwill and other intangible assets consisted of the following:

	January 28, 2017		January 30, 2016
	(in thousands)
Goodwill	$	96,774	$	96,774
Indefinite-Lived Intangibles:
WHBM trade name	$	34,000	$	34,000
Minnesota territorial franchise rights	4,930		4,930
Indefinite-lived intangibles	$	38,930	$	38,930
Definite-Lived Intangibles:
Boston Proper customer relationships	$	—	$	43,580
Accumulated amortization expense recorded	—		(16,851		)
Impairment expense recorded	—		(24,166		)
Sale of Boston Proper customer relationships	—		(2,563		)
Definite-lived intangibles	—		—
Other intangible assets, net	$	38,930	$	38,930

Schedule of Boston Proper Goodwill Impairment

The following table provides the carrying amounts of Boston Proper goodwill and pre-tax cumulative goodwill impairment charges:

	January 30, 2016			January 31, 2015
	(in thousands)
Gross carrying amount	$	141,919		$	141,919
Cumulative impairment, beginning of year	(93,066		)	(67,266		)
Impairment charges	(48,853		)	(25,800		)
Cumulative impairment, end of year	(141,919		)	(93,066		)
Net carrying amount	$	—		$	48,853

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Other Current and Deferred Liabilities (Tables)

12 Months Ended

Jan. 28, 2017

Other Liabilities, Current [Abstract]

Schedule of Other Current and Deferred Liabilities

Other current and deferred liabilities consisted of the following:

	January 28, 2017		January 30, 2016
	(in thousands)
Allowance for customer returns, gift cards and store credits outstanding	$	59,893	$	58,060
Accrued payroll, benefits, bonuses and severance costs and termination benefits	45,512		40,993
Current portion of deferred rent and lease credits	22,451		26,596
Other	42,376		33,139
Other current and deferred liabilities	$	170,232	$	158,788

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Debt (Tables)

12 Months Ended

Jan. 28, 2017

Debt Disclosure [Abstract]

Schedule of Interest Rate on Borrowings and Commitment Fee Rate

The interest rate on borrowings and our commitment fee rate vary based on the maximum leverage ratio as follows:

	Maximum Leverage Ratio:	Eurodollar Spread	ABR Spread	Commitment Fee Rate
Category 1:	< 2.25 to 1.00	1.25%	0.25%	0.20%
Category 2:	≥ 2.25 to 1.00 but < 3.00 to 1.00	1.50%	0.50%	0.25%
Category 3:	≥ 3.00 to 1.00	1.75%	0.75%	0.30%

Schedule of Outstanding Debt

The following table provides details on our debt outstanding as of January 28, 2017 and January 30, 2016:

	January 28, 2017			January 30, 2016
	(in thousands)
Credit Agreement, net	$	84,785		$	92,219
Less: current debt	(16,250		)	(10,000		)
Long-term debt	$	68,535		$	82,219

Schedule of Future Maturities

Aggregate future maturities of long-term debt are as follows:

FISCAL YEAR ENDING:
(in thousands)
February 3, 2018	$	16,250
February 2, 2019	15,000
February 1, 2020	15,000
January 30, 2021	38,750

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Non-Current Deferred Liabilities (Tables)

12 Months Ended

Jan. 28, 2017

Deferred Credits and Other Liabilities [Abstract]

Schedule of Deferred Liabilities

Deferred liabilities consisted of the following:

	January 28, 2017			January 30, 2016
	(in thousands)
Deferred rent	$	51,909		$	50,469
Deferred lease credits	80,217			96,747
Other deferred liabilities	8,868			10,123
Deferred liabilities	140,994			157,339
Less current portion of deferred rent and lease credits	(22,451		)	(26,596		)
Non-current deferred liabilities	$	118,543		$	130,743

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Commitments and Contingencies (Tables)

12 Months Ended

Jan. 28, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Minimum Future Rental Payments

Minimum future rental payments under non-cancelable operating leases (including leases with certain minimum sales cancellation clauses described below and exclusive of common area maintenance charges and/or contingent rental payments based on sales) as of January 28, 2017, are approximately as follows:

FISCAL YEAR ENDING:
(in thousands)
February 3, 2018	$	189,134
February 2, 2019	162,035
February 1, 2020	141,170
January 30, 2021	127,559
January 29, 2022	109,191
Thereafter	182,856
Total minimum lease payments	$	911,945

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Stock Compensation Plans and Capital Stock Transactions (Tables)

12 Months Ended

Jan. 28, 2017

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

Summary of Restricted Stock Activity

Restricted stock activity for fiscal 2016 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,585,392		$	16.60
Granted	1,817,830		12.38
Vested	(1,157,261	)	16.75
Forfeited	(782,775	)	15.19
Unvested, end of period	2,463,186		13.87

Schedule of Performance-Based Stock Units

Performance-based stock unit activity for fiscal 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	(228,105	)	18.23
Forfeited	(322,905	)	15.34
Unvested, end of period	652,248		13.28

Summary of Stock Option Activity

Stock option activity for fiscal 2016 was as follows:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding, beginning of period	1,060,774		$	15.17
Granted	—		—
Exercised	(213,310	)	10.67
Forfeited or expired	(270,218	)	22.13
Outstanding, end of period	577,246		$	13.58	2.97	$	603
Vested and expected to vest at January 28, 2017	577,246		$	13.58	2.97	$	603
Exercisable at January 28, 2017	577,246		$	13.58	2.97	$	603

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Income Taxes (Tables)

12 Months Ended

Jan. 28, 2017

Income Tax Disclosure [Abstract]

Schedule of Income Tax Provision

The income tax provision consisted of the following:

	Fiscal 2016			Fiscal 2015			Fiscal 2014
	(in thousands)
Current:
Federal	$	49,994		$	15,622		$	53,985
Foreign	260			210			124
State	5,654			1,683			7,152
Deferred:
Federal	(8,483		)	(25,004		)	(6,550		)
State	75			(9,411		)	(2,911		)
Income tax provision (benefit)	$	47,500		$	(16,900	)	$	51,800

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation between the statutory federal income tax rate and the effective income tax rate follows:

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Federal income tax rate	35.0	%	35.0	%	35.0	%
State income tax, net of federal tax benefit	3.4		4.3		1.9
Goodwill impairment	—		(124.2	)	8.4
Outside basis difference - Boston Proper sale	(2.8	)	165.2		—
Other state benefits associated with sale and liquidation of Boston Proper	(0.3	)	20.1		—
Enhanced charitable contribution	(1.9	)	19.3		(2.5	)
Executive compensation limitation	1.2		(7.3	)	1.3
Foreign losses with full valuation allowance	0.2		(2.9	)	1.0
Federal tax credits	(0.5	)	3.4		(0.7	)
Other items, net	(0.1	)	0.4		0.1
Total	34.2	%	113.3	%	44.5	%

Schedule of Deferred Tax Assets and Liabilities

These differences consist of the following as of January 28, 2017 and January 30, 2016:

	January 28, 2017			January 30, 2016
	(in thousands)
Deferred tax assets:
Accrued liabilities and allowances	$	17,790		$	13,416
Accrued straight-line rent	20,361			19,716
Stock-based compensation	10,329			12,945
Property related	1,816			6,270
Charitable contribution limitation carryfowards	5,109			5,720
State tax credits and net operating loss carryforwards	5,105			5,384
Other	3,376			4,675
Total deferred tax assets	63,886			68,126
Valuation allowance	(749		)	(911		)
Net deferred tax assets	63,137			67,215
Deferred tax liabilities:
Other	—			(1,249		)
Prepaid expenses	(2,976		)	(4,099		)
Property related	(43,271		)	(50,601		)
Other intangible assets	(24,197		)	(23,200		)
Total deferred tax liabilities	(70,444		)	(79,149		)
Net deferred taxes	$	(7,307	)	$	(11,934	)

Schedule of Uncertain Tax Positions Reconciliation

A reconciliation of the beginning and ending amounts of uncertain tax positions for each of fiscal 2016, fiscal 2015 and fiscal 2014 is as follows:

	Fiscal 2016			Fiscal 2015			Fiscal 2014
	(in thousands)
Balance at beginning of year	$	4,840		$	2,532		$	3,956
Additions for tax positions of prior years	1,280			2,618			757
Reductions for tax positions of prior years	(1		)	(56		)	(736		)
Additions for tax positions for the current year	246			259			390
Settlements/payments with tax authorities	(850		)	—			(1,501		)
Reductions due to lapse of applicable statutes of limitation	(357		)	(513		)	(334		)
Balance at end of year	$	5,158		$	4,840		$	2,532

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Net Earnings Per Share (Tables)

12 Months Ended

Jan. 28, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

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

	January 28, 2017			January 30, 2016		January 31, 2015
Numerator
Net income	$	91,229		$	1,946	$	64,641
Net income and dividends declared allocated to participating securities	(1,915		)	—		(1,697		)
Net income available to common shareholders	$	89,314		$	1,946	$	62,944
Denominator
Weighted average common shares outstanding – basic	128,995			138,366		148,622
Dilutive effect of non-participating securities	242			375		504
Weighted average common and common equivalent shares outstanding – diluted	129,237			138,741		149,126
Net income per common share:
Basic	$	0.69		$	0.01	$	0.42
Diluted	$	0.69		$	0.01	$	0.42

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Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Jan. 28, 2017

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Results

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED):

	Net Sales		Gross Margin		Net Income (Loss)			Net Income (Loss) Per Common Share - Basic			Net Income (Loss) Per Common and Common Equivalent Share - Diluted
	(dollars in thousands)
Fiscal year ended January 28, 2017:
First quarter	$	642,977	$	262,335	$	31,084		$	0.23		$	0.23
Second quarter	635,732		240,810		23,039			0.17			0.17
Third quarter	596,912		230,294		23,598			0.18			0.18
Fourth quarter	600,789		213,397		13,508			0.10			0.10
Fiscal year ended January 30, 2016:
First quarter	$	697,766	$	295,618	$	32,525		$	0.22		$	0.22
Second quarter	685,826		264,701		2,122			0.02			0.02
Third quarter	645,433		249,163		(11,610		)	(0.09		)	(0.09		)
Fourth quarter	631,610		217,389		(21,091		)	(0.16		)	(0.16		)

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Business Organization and Summary of Significant Accounting Policies - Description of Business, Fiscal Year, Segment Information (Details)	12 Months Ended
	Jan. 28, 2017 store fanchise segment	Jan. 30, 2016	Jan. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of stores throughout the U.S., U.S. Virgin Islands, Puerto Rico, and Canada | store	1,501
Number of franchise locations in and around Mexico | fanchise	91
Fiscal period duration	364 days	364 days	364 days
Number of reportable segments | segment	1

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Business Organization and Summary of Significant Accounting Policies - Changes, Reclassifications, and Accounting Adjustments (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 28, 2017	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016	Jan. 30, 2016	Oct. 31, 2015	Aug. 01, 2015	May 02, 2015	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of goods sold									$ 1,529,574	$ 1,633,764	$ 1,659,691
Shipping expense									35,900	$ 37,300	$ 37,800
Store occupancy expenses									381,000
Shipping revenue									$ 13,000
Cost of goods sold, % of Sales									61.80%	61.40%	61.60%
Net sales	$ 600,789	$ 596,912	$ 635,732	$ 642,977	$ 631,610	$ 645,433	$ 685,826	$ 697,766	$ 2,476,410	$ 2,660,635	$ 2,693,929
Net sales, % of Sales									100.00%	100.00%	100.00%
Gross margin	$ 213,397	$ 230,294	$ 240,810	$ 262,335	$ 217,389	$ 249,163	$ 264,701	$ 295,618	$ 946,836	$ 1,026,871	$ 1,034,238
Gross margin, % of Sales									38.20%	38.60%	38.40%
Selling, general and administrative expenses									$ 775,107	$ 878,699	$ 871,050
Selling, general and administrative expenses, % of Sales									31.20%	33.00%	32.30%
Restatement Adjustment | Reclassification of Shipping Revenue
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of goods sold										$ 0	$ 0
Net sales										18,326	18,718
Gross margin										18,326	18,718
Selling, general and administrative expenses										18,326	18,718
Restatement Adjustment | Change in Accounting Policy for Shipping Expense
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of goods sold										37,317	37,815
Net sales										0	0
Gross margin										(37,317)	(37,815)
Selling, general and administrative expenses										(37,317)	(37,815)
Restatement Adjustment | Reclassification of Occupancy Expense
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of goods sold										384,895	372,987
Net sales										0	0
Gross margin										(384,895)	(372,987)
Selling, general and administrative expenses										(384,895)	(372,987)
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of goods sold										1,211,552	1,248,889
Net sales										2,642,309	2,675,211
Gross margin										1,430,757	1,426,322
Selling, general and administrative expenses										$ 1,282,585	$ 1,263,134
Previously Reported | Sales Revenue, Net | Sales
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net sales, % of Sales										100.00%	100.00%
Previously Reported | Sales Revenue, Net | Cost of Sales
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of goods sold, % of Sales										45.90%	46.70%
Previously Reported | Sales Revenue, Net | Operating Income (Loss)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Gross margin, % of Sales										54.10%	53.30%
Previously Reported | Sales Revenue, Net | Selling, General and Administrative Expenses
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Selling, general and administrative expenses, % of Sales										48.50%	47.20%

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Business Organization and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details)	12 Months Ended
	Jan. 28, 2017
Minimum
Cash and Cash Equivalents [Line Items]
Threshold period for third-party credit and debit transactions	3 days
Maximum
Cash and Cash Equivalents [Line Items]
Threshold period for third-party credit and debit transactions	5 days

XML

Business Organization and Summary of Significant Accounting Policies - Inventories (Details) - supplier	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Percentage of purchases made from supplier	23.00%	23.00%
Number of suppliers total purchases made from	1	1
CHINA | Geographic Concentration Risk | Cost of Goods, Total
Concentration Risk [Line Items]
Percentage merchandise cost originated in China	55.00%	54.00%

XML

Business Organization and Summary of Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Jan. 28, 2017
Land improvements | Minimum
Estimate useful life	15 years
Land improvements | Maximum
Estimate useful life	35 years
Building and building improvements | Minimum
Estimate useful life	20 years
Building and building improvements | Maximum
Estimate useful life	35 years
Equipment, furniture and fixtures | Minimum
Estimate useful life	2 years
Equipment, furniture and fixtures | Maximum
Estimate useful life	20 years
Leasehold improvements | Maximum
Estimate useful life	10 years

XML

Business Organization and Summary of Significant Accounting Policies - Operating Leases (Details)	12 Months Ended
	Jan. 28, 2017
Minimum
Property, Plant and Equipment [Line Items]
Amortization period	60 days
Maximum
Property, Plant and Equipment [Line Items]
Amortization period	90 days

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Business Organization and Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) - Boston Proper - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Pre-tax, non-cash goodwill impairment charge		$ 48,853	$ 25,800
Trade Name
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Pre-tax, non-cash impairment charge for indefinite-lived intangible assets		39,400	$ 4,300
Customer Relationships
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment expense recorded	$ 0	$ 24,166

XML

Business Organization and Summary of Significant Accounting Policies - Accounting for the Impairment of Long-lived Assets and Assets Held for Sale (Details) $ in Millions	12 Months Ended
	Jan. 28, 2017 USD ($) store	Jan. 30, 2016 USD ($) store	Jan. 31, 2015 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Asset impairment charges	$ 2.5	$ 1.4	$ 1.3
Number of under-performing stores to close | store	150	150
Additional impairment charges		$ 12.5	$ 5.4

XML

Business Organization and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Advertising expense	$ 115.4	$ 159.9	$ 153.1

XML

Business Organization and Summary of Significant Accounting Policies - Shipping and Handling Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Shipping and handling amounts received from customers	$ 35.9	$ 37.3	$ 37.8

XML

Business Organization and Summary of Significant Accounting Policies - Newly Issued Accounting Pronouncements (Details) $ in Millions	Jan. 28, 2017 USD ($)
Accounting Standards Update 2016-16
Item Effected [Line Items]
Intra-entity assets transfered	$ 6.2

XML

Restructuring and Strategic Charges - Additional Information (Details) $ in Thousands	12 Months Ended
	Jan. 28, 2017 USD ($) store	Jan. 30, 2016 USD ($) store	Jan. 31, 2015 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	$ 31,027	$ 48,801	$ 16,745
Number of under-performing stores to close | store	150	150
Number of store closures | store	103
Restructuring Reserve	$ 11,229	$ 5,337
Lease Termination Charges
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	427	9,578	0
Restructuring Reserve	$ 846	1,101
Boston Proper | Disposed of by Sale
Restructuring Cost and Reserve [Line Items]
Pretax losses		$ 11,800	$ 7,900

XML

Restructuring and Strategic Charges - Summary of Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Restructuring Cost and Reserve [Line Items]
Asset impairment charges	$ 2,500	$ 1,400	$ 1,300
Restructuring and strategic charges, pre-tax	31,027	48,801	16,745
Impairment charges
Restructuring Cost and Reserve [Line Items]
Asset impairment charges	1,453	22,001	8,554
Continuing employee-related costs
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	1,796	8,330	0
Severance charges
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	9,485	6,863	7,577
Proxy solicitation costs
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	5,697	0	0
Lease terminations
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	427	9,578	0
Outside services
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	12,013	0	0
Other charges
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	$ 156	$ 2,029	$ 614

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Restructuring and Strategic Charges - Severance and Other Charges (Details) $ in Thousands	12 Months Ended
	Jan. 28, 2017 USD ($)
Severance and Other Charges [Roll Forward]
Beginning Balance	$ 5,337
Charges	29,574
Payments	(23,682)
Ending Balance	11,229
Continuing employee-related costs
Severance and Other Charges [Roll Forward]
Beginning Balance	2,549
Charges	1,796
Payments	(3,674)
Ending Balance	671
Severance charges
Severance and Other Charges [Roll Forward]
Beginning Balance	1,678
Charges	9,485
Payments	(8,750)
Ending Balance	2,413
Proxy solicitation costs
Severance and Other Charges [Roll Forward]
Beginning Balance	0
Charges	5,697
Payments	(5,697)
Ending Balance	0
Lease Termination Charges
Severance and Other Charges [Roll Forward]
Beginning Balance	1,101
Charges	427
Payments	(682)
Ending Balance	846
Outside services
Severance and Other Charges [Roll Forward]
Beginning Balance	9
Charges	12,013
Payments	(4,723)
Ending Balance	7,299
Other
Severance and Other Charges [Roll Forward]
Beginning Balance	0
Charges	156
Payments	(156)
Ending Balance	$ 0

XML

Marketable Securities - Additional Information (Details) $ in Millions	Jan. 28, 2017 USD ($)
Marketable Securities [Abstract]
Marketable securities, current	$ 26.2
Marketable securities, noncurrent	$ 24.2

XML

Marketable Securities - Summary of Investments in Marketable Securities (Details) - USD ($) $ in Thousands	Jan. 28, 2017	Jan. 30, 2016
Marketable Securities [Abstract]
Marketable securities, Amortized Cost	$ 50,460	$ 50,232
Marketable securities, Gross Unrealized Gains	3	10
Marketable securities, Gross Unrealized Losses	(93)	(48)
Marketable securities, Estimated Fair Value	$ 50,370	$ 50,194

XML

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Goodwill and Intangible Asset Impairment [Line Items]
Goodwill and intangible impairment charges	$ 0	$ 112,455	$ 30,100
Boston Proper
Goodwill and Intangible Asset Impairment [Line Items]
Goodwill impairment loss		48,853	25,800
Boston Proper | Boston Proper Trade Name
Goodwill and Intangible Asset Impairment [Line Items]
Pre-tax, non-cash impairment charge		39,400	$ 4,300
Boston Proper | Customer Relationships
Goodwill and Intangible Asset Impairment [Line Items]
Impairment expense recorded	$ 0	$ 24,166

XML

Fair Value Measurements - Financial Assets Valued on a Recurring or Non-Recurring Basis (Details) - USD ($) $ in Thousands	Jan. 28, 2017	Jan. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 50,370	$ 50,194
Deferred compensation plan	7,523	7,023
Total	58,364	57,492
Long-term debt	84,785	92,219
Unamortized discount on issuance of debt	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	7,523	7,023
Total	7,994	7,298
Long-term debt	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
Total	50,370	50,194
Long-term debt	85,139	92,647
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	0	0
Total	0	0
Long-term debt	0	0
Municipal securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	5,634	0
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	0
Municipal securities | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	5,634	0
Municipal securities | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
U.S. government agencies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	23,071	21,800
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
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	23,071	21,800
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
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	15,799	26,149
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
Corporate bonds | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	15,799	26,149
Corporate bonds | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	5,866	2,245
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
Commercial paper | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	5,866	2,245
Commercial paper | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Money Market Accounts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	471	275
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	471	275
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
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

XML

Prepaid Expenses and Accounts Receivable (Details) - USD ($) $ in Thousands	Jan. 28, 2017	Jan. 30, 2016
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 39,847	$ 38,179
Accounts receivable	10,503	7,481
Prepaid expenses and accounts receivable	$ 50,350	$ 45,660

XML

Assets Held For Sale (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Assets Held-for-sale, Not Part of Disposal Group, Current [Abstract]
Sale of vacant land	$ 16,217	$ 0	$ 0

XML

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Total property and equipment	$ 1,314,547	$ 1,338,327
Less accumulated depreciation and amortization	(837,362)	(787,374)
Property and equipment, net	477,185	550,953
Depreciation expense	109,100	116,600	$ 117,800
Land and land improvements
Total property and equipment	31,103	30,157
Building and building improvements
Total property and equipment	127,398	128,093
Equipment, furniture and fixtures
Total property and equipment	617,311	626,952
Leasehold improvements
Total property and equipment	$ 538,735	$ 553,125

XML

Goodwill and Other Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($)	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Subsidiary or Equity Method Investee [Line Items]
Goodwill	$ 96,774,000	$ 96,774,000
Indefinite-Lived Intangibles:
Indefinite-lived intangibles	38,930,000	38,930,000
Definite-Lived Intangibles:
Definite-lived intangibles	0	0
Other intangible assets, net	38,930,000	38,930,000
Boston Proper
Subsidiary or Equity Method Investee [Line Items]
Goodwill		0	$ 48,853,000
Boston Proper | Customer Relationships
Definite-Lived Intangibles:
Boston Proper customer relationships	0	43,580,000
Accumulated amortization expense recorded	0	(16,851,000)
Impairment expense recorded	0	(24,166,000)
Sale of Boston Proper customer relationships	0	(2,563,000)
Trade Name | Boston Proper
Definite-Lived Intangibles:
Impairment expense recorded		(39,400,000)	(4,300,000)
Sale of Boston Proper customer relationships		(2,300,000)	$ (41,700,000)
Minnesota territorial franchise rights
Indefinite-Lived Intangibles:
Indefinite-lived intangibles	4,930,000	4,930,000
WHBM | Trade Name
Indefinite-Lived Intangibles:
Indefinite-lived intangibles	$ 34,000,000	$ 34,000,000

XML

Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Goodwill [Line Items]
Goodwill	$ 96,774,000	$ 96,774,000
Changes in goodwill	0
Boston Proper
Goodwill [Line Items]
Goodwill impairment loss		48,853,000	$ 25,800,000
Goodwill		0	48,853,000
Boston Proper | Customer Relationships
Goodwill [Line Items]
Impairment expense recorded	0	24,166,000
Sale of Boston Proper intangible assets	$ 0	2,563,000
Amortization expense		2,200,000
Boston Proper | Trade Name
Goodwill [Line Items]
Impairment expense recorded		39,400,000	4,300,000
Sale of Boston Proper intangible assets		$ 2,300,000	$ 41,700,000

XML

Goodwill and Other Intangible Assets - Summary of Boston Proper Goodwill Impairment (Details) - USD ($)	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Goodwill [Roll Forward]
Net carrying amount	$ 96,774,000	$ 96,774,000
Changes in goodwill	0
Boston Proper
Goodwill [Roll Forward]
Gross carrying amount			$ 141,919,000	$ 141,919,000
Cumulative impairment, beginning of year	$ (141,919,000)	(93,066,000)	(67,266,000)
Impairment charges		(48,853,000)	(25,800,000)
Cumulative impairment, end of year		(141,919,000)	(93,066,000)
Net carrying amount		$ 0	$ 48,853,000

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Other Current and Deferred Liabilities (Details) - USD ($) $ in Thousands	Jan. 28, 2017	Jan. 30, 2016
Other Liabilities, Current [Abstract]
Allowance for customer returns, gift cards and store credits outstanding	$ 59,893	$ 58,060
Accrued payroll, benefits, bonuses and severance costs and termination benefits	45,512	40,993
Current portion of deferred rent and lease credits	22,451	26,596
Other	42,376	33,139
Other current and deferred liabilities	$ 170,232	$ 158,788

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Debt - Additional Information (Details)		12 Months Ended
	May 04, 2015 USD ($)	Jan. 28, 2017 USD ($)	Jan. 30, 2016 USD ($)	Jan. 31, 2015 USD ($)	Jul. 31, 2018	Aug. 01, 2015 USD ($)
Debt Instrument [Line Items]
Term loan amount drawn at closing		$ 84,785,000	$ 92,219,000
Revolving credit facility repaid and terminated		7,500,000	31,500,000	$ 0
Current debt		16,250,000	10,000,000
Long-term debt		$ 68,535,000	82,219,000
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum total debt leverage ratio		3.50
Minimum fixed charge coverage ratio credit facility		1.20
Revolving Credit Facility | Forecast
Debt Instrument [Line Items]
Maximum total debt leverage ratio					3.25
Term Loan
Debt Instrument [Line Items]
Term loan commitment			100,000,000.0
Term loan amount drawn at closing			100,000,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility amount			$ 100,000,000.0
Revolving credit facility amount drawn at closing		$ 0				$ 24,000,000
Revolving credit facility repaid and terminated	$ 124,000,000

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Debt - Schedule of Interest Rate on Borrowings (Details)	12 Months Ended
	Jan. 28, 2017
Category 1 | Maximum
Debt Instrument [Line Items]
Maximum total debt leverage ratio	2.25
Category 2 | Minimum
Debt Instrument [Line Items]
Maximum total debt leverage ratio	2.25
Category 2 | Maximum
Debt Instrument [Line Items]
Maximum total debt leverage ratio	3.00
Category 3 | Minimum
Debt Instrument [Line Items]
Maximum total debt leverage ratio	3.00
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum total debt leverage ratio	3.50
Revolving Credit Facility | Category 1
Debt Instrument [Line Items]
Commitment Fee Rate	0.20%
Revolving Credit Facility | Category 1 | Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate	1.25%
Revolving Credit Facility | Category 1 | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.25%
Revolving Credit Facility | Category 2
Debt Instrument [Line Items]
Commitment Fee Rate	0.25%
Revolving Credit Facility | Category 2 | Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Revolving Credit Facility | Category 2 | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Revolving Credit Facility | Category 3
Debt Instrument [Line Items]
Commitment Fee Rate	0.30%
Revolving Credit Facility | Category 3 | Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
Revolving Credit Facility | Category 3 | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.75%

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Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands	Jan. 28, 2017	Jan. 30, 2016
Debt Disclosure [Abstract]
Credit Agreement, net	$ 84,785	$ 92,219
Less: current debt	(16,250)	(10,000)
Long-term debt	$ 68,535	$ 82,219

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Debt - Schedule of Future Maturities (Details) $ in Thousands	Jan. 28, 2017 USD ($)
Debt Disclosure [Abstract]
Aggregate future maturities of debt due February 3, 2018	$ 16,250
Aggregate future maturities of debt due February 2, 2019	15,000
Aggregate future maturities of debt due February 1, 2020	15,000
Aggregate future maturities of debt due January 30, 2021	$ 38,750

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Non-Current Deferred Liabilities (Details) - USD ($) $ in Thousands	Jan. 28, 2017	Jan. 30, 2016
Deferred Credits and Other Liabilities [Abstract]
Deferred rent	$ 51,909	$ 50,469
Deferred lease credits	80,217	96,747
Other deferred liabilities	8,868	10,123
Deferred liabilities	140,994	157,339
Less current portion of deferred rent and lease credits	(22,451)	(26,596)
Non-current deferred liabilities	$ 118,543	$ 130,743

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Commitments and Contingencies - Schedule of Minimum Future Rental Payments (Details) $ in Thousands	Jan. 28, 2017 USD ($)
Commitments and Contingencies Disclosure [Abstract]
February 3, 2018	$ 189,134
February 2, 2019	162,035
February 1, 2020	141,170
January 30, 2021	127,559
January 29, 2022	109,191
Thereafter	182,856
Total minimum lease payments	$ 911,945

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Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Operating lease total rent expense	$ 268.5	$ 266.2	$ 253.2
Common area maintenance expenses on leases	47.6	46.7	42.5
Other rental charges	41.2	40.1	37.6
Contingent rental expense	5.2	5.8	$ 7.0
Open cancellable purchase orders for inventory	$ 356.7	$ 398.6

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Stock Compensation Plans and Capital Stock Transactions - General (Details) - USD ($) $ in Thousands, shares in Millions	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015	Apr. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares for future issuance (in shares)				3.5
Vesting period	3 years
Expected term (years)	10 years
Compensation expense related to stock-based awards	$ 21,249	$ 30,062	$ 26,487
Tax benefit associated with stock-based compensation	$ 8,100	$ 11,500	$ 10,100
Omnibus Stock And Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares for future issuance (in shares)	5.8			7.0
Nonqualified stock options outstanding (in shares)	0.6

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Stock Compensation Plans and Capital Stock Transactions - Restricted Stock Activity (Details) - Restricted Stock	12 Months Ended
	Jan. 28, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested, beginning of period (in shares) | shares	2,585,392
Granted (in shares) | shares	1,817,830
Vested (in shares) | shares	(1,157,261)
Forfeited (in shares) | shares	(782,775)
Unvested, end of period (in shares) | shares	2,463,186
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 usd per share) | $ / shares	$ 16.60
Granted, weighted average grant date fair value (in usd per share) | $ / shares	12.38
Vested, weighted average grant date fair value (in usd per share) | $ / shares	16.75
Forfeited, weighted average grant date fair value (in usd per share) | $ / shares	15.19
Unvested, end of period, weighted average grant date fair value (in usd per share) | $ / shares	$ 13.87

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Stock Compensation Plans and Capital Stock Transactions - Restricted Stock Awards (Narrative) (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total fair value of shares vested during the period	$ 14.7	$ 34.8	$ 21.8
Weighted average grant date fair value for grants in period (in usd per share)	$ 12.38	$ 16.97	$ 16.44
Unrecognized compensation expense	$ 18.7
Period for recognition	1 year 9 months 18 days

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Stock Compensation Plans and Capital Stock Transactions - Performance-Based Stock Unit Activity (Details) - Performance-Based Stock Units	12 Months Ended
	Jan. 28, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested, beginning of period (in shares) | shares	469,898
Granted (in shares) | shares	733,360
Vested (in shares) | shares	(228,105)
Forfeited (in shares) | shares	(322,905)
Unvested, end of period (in shares) | shares	652,248
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 usd per share) | $ / shares	$ 18.23
Weighted average grant date fair value for grants in period (in usd per share) | $ / shares	12.55
Vested, weighted average grant date fair value (in usd per share) | $ / shares	18.23
Forfeited, weighted average grant date fair value (in usd per share) | $ / shares	15.34
Unvested, end of period, weighted average grant date fair value (in usd per share) | $ / shares	$ 13.28

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Stock Compensation Plans and Capital Stock Transactions - Performance-based Stock Units (Narrative) (Details) - Performance-Based Stock Units - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total fair value of shares vested during the period	$ 2.9	$ 3.9
Unrecognized compensation expense	$ 3.3
Period for recognition	1 year 5 months 19 days 4 hours 47 minutes

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Stock Compensation Plans and Capital Stock Transactions - Stock Option Awards (Narrative) (Details) - USD ($)	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Total intrinsic value of options exercised	$ 700,000	$ 4,600,000	$ 1,500,000
Cash received from option exercises	2,300,000
Tax benefit realized for the tax deduction from option exercises of stock option awards	300,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options	$ 0

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Stock Compensation Plans and Capital Stock Transactions - Stock Option Activity (Details) - Employee Stock Option $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 28, 2017 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding, beginning of period (in shares) | shares	1,060,774
Granted (in shares) | shares	0
Exercised (in shares) | shares	(213,310)
Forfeited or expired (in shares) | shares	(270,218)
Outstanding, end of period (in shares) | shares	577,246
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding, beginning of period, weighted average exercise price (in usd per share) | $ / shares	$ 15.17
Granted, weighted average exercise price (in usd per share) | $ / shares	0.00
Exercised, weighted average exercise price (in usd per share) | $ / shares	10.67
Forfeited or expired, weighted average exercise price (in usd per share) | $ / shares	22.13
Outstanding, end of period, weighted average exercise price (in usd per share) | $ / shares	$ 13.58
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract]
Vested and expected to vest, Number of Shares (in shares) | shares	577,246
Exercisable, Number of Shares (in shares) | shares	577,246
Vested and expected to vest, weighted average exercise price (in usd per share) | $ / shares	$ 13.58
Exercisable, weighted average exercise price (in usd per share) | $ / shares	$ 13.58
Outstanding, weighted average remaining contractual term, years	2 years 11 months 19 days 4 hours 48 minutes
Vested and expected to vest, weighted average remaining contractual term, years	2 years 11 months 19 days 4 hours 48 minutes
Exercisable, weighted average remaining contractual term, years	2 years 11 months 19 days 4 hours 48 minutes
Outstanding, aggregate intrinsic value | $	$ 603
Vested and expected to vest, aggregate intrinsic value | $	603
Exercisable, aggregate intrinsic value | $	$ 603

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Stock Compensation Plans and Capital Stock Transactions - Employee Stock Purchase Plan (Narrative) (Details) - Employee Stock shares in Thousands, $ in Millions	12 Months Ended
	Jan. 28, 2017 USD ($) offering_period shares	Jan. 30, 2016 shares	Jan. 31, 2015 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of offering periods under the ESPP | offering_period	2
Percentage of the value of stock employees can purchase at	85.00%
Shares purchased under the ESPP (in shares) | shares	191	174	180
Cash received from purchases under ESPP | $	$ 2.1

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Stock Compensation Plans and Capital Stock Transactions - Share Repurchase Program (Narrative) (Details) - USD ($) shares in Millions	2 Months Ended	12 Months Ended
	Dec. 31, 2015	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015	Nov. 30, 2015	Dec. 31, 2013
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period (in shares)		8.1
Amount paid to repurchase stock		$ 96,400,000
Total stock repurchased and held during period, value		101,878,000	$ 302,849,000	$ 18,124,000
Remaining authorized repurchase amount		$ 163,600,000
2013 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period (in shares)			14.6
Total stock repurchased and held during period, value			$ 250,000,000
Stock repurchase program, authorized amount						$ 300,000,000
2015 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period (in shares)	3.7
Amount paid to repurchase stock	$ 40,000,000
Stock repurchase program, authorized amount					$ 300,000,000

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Retirement Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Period of service required for coverage	1 year
Number of hours required to qualify for 401(k) plan	1000 hours
Period of service required for full vesting	5 years
Percentage of employee contributions	100.00%
Employer matching contribution, percent of employees' gross pay	50.00%
Maximum annual contribution percentage per employee	6.00%
Costs under the Plan	$ 3.4	$ 3.8	$ 3.7
Deferred Salary
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Maximum annual contribution percentage per employee	80.00%
Deferred Bonus
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Maximum annual contribution percentage per employee	100.00%

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Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Current:
Federal	$ 49,994	$ 15,622	$ 53,985
Foreign	260	210	124
State	5,654	1,683	7,152
Deferred:
Federal	(8,483)	(25,004)	(6,550)
State	75	(9,411)	(2,911)
Income tax provision (benefit)	$ 47,500	$ (16,900)	$ 51,800

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Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Income Tax Disclosure [Abstract]
Foreign component of pre-tax income (loss)	$ 100	$ (800)	$ (2,800)
Unrecognized tax benefits, that would impact the effective tax rate	4,400	4,000	1,600
Uncertain tax positions	5,158	4,840	2,532	$ 3,956
Unrecognized tax benefit offset against tax attributes	2,800
Income tax penalties and interest expense	200	200	300
Accrued interest and penalties	$ 500	$ 400	$ 500

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Income Taxes - Schedule of Effective Income Tax Reconciliation (Details)	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Income Tax Disclosure [Abstract]
Federal income tax rate	35.00%	35.00%	35.00%
State income tax, net of federal tax benefit	3.40%	4.30%	1.90%
Goodwill impairment	0.00%	(124.20%)	8.40%
Outside basis difference - Boston Proper sale	(2.80%)	165.20%	0.00%
Other state benefits associated with sale and liquidation of Boston Proper	(0.30%)	20.10%	0.00%
Enhanced charitable contribution	(1.90%)	19.30%	(2.50%)
Executive compensation limitation	1.20%	(7.30%)	1.30%
Foreign losses with full valuation allowance	0.20%	(2.90%)	1.00%
Federal tax credits	(0.50%)	3.40%	(0.70%)
Other items, net	(0.10%)	0.40%	0.10%
Total	34.20%	113.30%	44.50%

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Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jan. 28, 2017	Jan. 30, 2016
Deferred tax assets:
Accrued liabilities and allowances	$ 17,790	$ 13,416
Accrued straight-line rent	20,361	19,716
Stock-based compensation	10,329	12,945
Property related	1,816	6,270
Charitable contribution limitation carryfowards	5,109	5,720
State tax credits and net operating loss carryforwards	5,105	5,384
Other	3,376	4,675
Total deferred tax assets	63,886	68,126
Valuation allowance	(749)	(911)
Net deferred tax assets	63,137	67,215
Deferred tax liabilities:
Other	0	(1,249)
Prepaid expenses	(2,976)	(4,099)
Property related	(43,271)	(50,601)
Other intangible assets	(24,197)	(23,200)
Total deferred tax liabilities	(70,444)	(79,149)
Net deferred taxes	$ (7,307)	$ (11,934)

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Income Taxes - Schedule of Uncertain Tax Positions Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 4,840	$ 2,532	$ 3,956
Additions for tax positions of prior years	1,280	2,618	757
Reductions for tax positions of prior years	(1)	(56)	(736)
Additions for tax positions for the current year	246	259	390
Settlements/payments with tax authorities	(850)	0	(1,501)
Reductions due to lapse of applicable statutes of limitation	(357)	(513)	(334)
Balance at end of year	$ 5,158	$ 4,840	$ 2,532

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Net Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 28, 2017	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016	Jan. 30, 2016	Oct. 31, 2015	Aug. 01, 2015	May 02, 2015	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Earnings Per Share [Abstract]
Net income	$ 13,508	$ 23,598	$ 23,039	$ 31,084	$ (21)	$ (12)	$ 2	$ 33	$ 91,229	$ 1,946	$ 64,641
Net income and dividends declared allocated to participating securities									(1,915)	0	(1,697)
Net income available to common shareholders									$ 89,314	$ 1,946	$ 62,944
Weighted average common shares outstanding–basic (in shares)									128,995	138,366	148,622
Dilutive effect of non-participating securities (in shares)									242	375	504
Weighted average common and common equivalent shares outstanding–diluted (in shares)									129,237	138,741	149,126
Net income per common share-basic (in usd per share)									$ 0.69	$ 0.01	$ 0.42
Net income per common share–diluted (in usd per share)									$ 0.69	$ 0.01	$ 0.42
Antidilutive securities excluded from computation of earnings per share (in shares)									700	300	600

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Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 28, 2017	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016	Jan. 30, 2016	Oct. 31, 2015	Aug. 01, 2015	May 02, 2015	Jan. 28, 2017	Jan. 30, 2016	Jan. 31, 2015
Quarterly Financial Information Disclosure [Abstract]
Net Sales	$ 600,789	$ 596,912	$ 635,732	$ 642,977	$ 631,610	$ 645,433	$ 685,826	$ 697,766	$ 2,476,410	$ 2,660,635	$ 2,693,929
Gross Margin	213,397	230,294	240,810	262,335	217,389	249,163	264,701	295,618	946,836	1,026,871	1,034,238
Net Income (Loss)	$ 13,508	$ 23,598	$ 23,039	$ 31,084	$ (21)	$ (12)	$ 2	$ 33	$ 91,229	$ 1,946	$ 64,641
Net Income (Loss) Per Common Share - Basic (in usd per share)	$ 0.10	$ 0.18	$ 0.17	$ 0.23	$ (0.16)	$ (0.09)	$ 0.02	$ 0.22
Net Income (Loss) Per Common and Common Equivalent Share - Diluted (in usd per share)	$ 0.10	$ 0.18	$ 0.17	$ 0.23	$ (0.16)	$ (0.09)	$ 0.02	$ 0.22

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Subsequent Events (Details)	Feb. 22, 2017 $ / shares
Subsequent Event
Subsequent Event [Line Items]
Quarterly dividend (in usd per share)	$ 0.0825