UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended:		Commission File Number:
~~October~~July 29, ~~2016~~2017		001-16435

Chico’s FAS, Inc.

(Exact name of registrant as specified in charter)



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

11215 Metro Parkway, Fort Myers, Florida 33966

(Address of principal executive offices)

239-277-6200

(Registrant’s telephone number, including area code)

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

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

At ~~November 14, 2016,~~August 21, 2017, the registrant had ~~129,205,515~~128,313,769 shares of Common Stock, $0.01 par value per share, outstanding.

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS



PART I – Financial Information

Item 1.	Financial Statements:

	Condensed Consolidated Statements of Income ~~(Loss)~~ for the Thirteen Weeks and ~~Thirty-Nine~~Twenty-Six Weeks Ended ~~October~~July 29, ~~2016~~2017 (Unaudited) and ~~October 31, 2015~~July 30, 2016 (Unaudited)	3

	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Thirteen Weeks and ~~Thirty-Nine~~Twenty-Six Weeks Ended ~~October~~July 29, ~~2016~~2017 (Unaudited) and ~~October 31, 2015~~July 30, 2016 (Unaudited)	4

	Condensed Consolidated Balance Sheets ~~–October~~– July 29, ~~2016~~2017 (Unaudited), January 28, 2017 (Unaudited), and July 30, 2016 ~~(Unaudited) and October 31, 2015~~ (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the ~~Thirty-Nine~~Twenty-Six Weeks Ended ~~October~~July 29, ~~2016 (Unaudited )~~2017 (Unaudited) and ~~October 31, 2015~~July 30, 2016 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	78

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II – Other Information

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	2726

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 5.	Other Information	29

Item 6.	Exhibits	29

Signatures		30

~~Table of Contents~~

PART I – FINANCIAL INFORMATION



ITEM 1.	FINANCIAL STATEMENTS

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME ~~(LOSS)~~

(Unaudited)

(In thousands, except per share amounts)


	Thirteen Weeks Ended										Thirty-Nine Weeks Ended										Thirteen Weeks Ended									Twenty-Six Weeks Ended
	October 29, 2016					October 31, 2015					October 29, 2016					October 31, 2015					July 29, 2017				July 30, 2016					July 29, 2017					July 30, 2016
						(as adjusted)										(as adjusted)
	Amount			% of Sales		Amount			% of Sales		Amount			% of Sales		Amount			% of Sales		Amount			% of Sales	Amount			% of Sales		Amount			% of Sales		Amount			% of Sales
Net sales	$	596,912		100.0		$	645,433		100.0		$	1,875,621		100.0		$	2,029,025		100.0		$	578,581		100.0	$	635,732		100.0		$	1,162,309		100.0		$	1,278,709		100.0
Cost of goods sold	366,618			61.4		396,270			61.4		1,142,182			60.9		1,219,543			60.1		369,480			63.9	394,922			62.1		715,795			61.6		775,564			60.7
Gross margin	230,294			38.6		249,163			38.6		733,439			39.1		809,482			39.9		209,101			36.1	240,810			37.9		446,514			38.4		503,145			39.3
Selling, general and administrative expenses	188,350			31.6		226,256			35.1		583,117			31.1		661,491			32.6		173,642			30.0	186,626			29.4		356,181			30.6		394,767			30.9
Goodwill and intangible impairment charges	—			0.0		45,514			7.1		—			0.0		112,455			5.6
Restructuring and strategic charges	10,820			1.8		3,137			0.4		31,027			1.6		34,178			1.6		—			0.0	16,556			2.6		—			0.0		20,207			1.5
Income (loss) from operations	31,124			5.2		(25,744		)	(4.0	)	119,295			6.4		1,358			0.1
Income from operations																					35,459			6.1	37,628			5.9		90,333			7.8		88,171			6.9
Interest expense, net	(526		)	(0.1	)	(466		)	(0.1	)	(1,474		)	(0.1	)	(1,421		)	(0.1	)	(443		)	0.0	(489		)	(0.1	)	(898		)	(0.1	)	(948		)	(0.1	)
Income (loss) before income taxes	30,598			5.1		(26,210		)	(4.1	)	117,821			6.3		(63		)	0.0
Income tax provision (benefit)	7,000			1.1		(14,600		)	(2.3	)	40,100			2.2		(23,100		)	(1.1	)
Net income (loss)	$	23,598		4.0		$	(11,610	)	(1.8	)	$	77,721		4.1		$	23,037		1.1
Income before income taxes																					35,016			6.1	37,139			5.8		89,435			7.7		87,223			6.8
Income tax provision																					12,300			2.2	14,100			2.2		33,100			2.9		33,100			2.6
Net income																					$	22,716		3.9	$	23,039		3.6		$	56,335		4.8		$	54,123		4.2
Per share data:
Net income (loss) per common share-basic	$	0.18				$	(0.09	)			$	0.59				$	0.16
Net income (loss) per common and common equivalent share–diluted	$	0.18				$	(0.09	)			$	0.58				$	0.16
Net income per common share-basic																					$	0.18			$	0.17				$	0.44				$	0.41
Net income per common and common equivalent share–diluted																					$	0.18			$	0.17				$	0.44				$	0.41
Weighted average common shares outstanding–basic	128,753					136,172					129,830					139,386					125,643				129,215					125,847					130,406
Weighted average common and common equivalent shares outstanding–diluted	128,996					136,172					129,999					139,724					125,677				129,362					125,890					130,516
Dividends declared per share	$	—				$	—				$	0.2400				$	0.2325				$	0.0825			$	0.0800				$	0.2475				$	0.2400

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

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(Unaudited)

(In thousands)

Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29, 2016 October 31, 2015 October 29, 2016 October 31, 2015
Net income (loss) $ 23,598
$ (11,610 ) $ 77,721
$ 23,037
Other comprehensive income (loss):
Unrealized (losses) gains on marketable securities, net of taxes (35 ) 12
4
(6 )
Foreign currency translation (losses) gains, net of taxes (19 ) (31 ) (46 ) 90
Comprehensive income (loss) $ 23,544
$ (11,629 ) $ 77,679
$ 23,121



	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Net income	$	22,716	$	23,039	$	56,335	$	54,123
Other comprehensive income:
Unrealized gains on marketable securities, net of taxes	10		6		32		39
Foreign currency translation gains (losses)	133		4		109		(27		)
Comprehensive income	$	22,859	$	23,049	$	56,476	$	54,135

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

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


	October 29, 2016			January 30, 2016			October 31, 2015			July 29, 2017			January 28, 2017			July 30, 2016

ASSETS
Current Assets:
Cash and cash equivalents	$	80,331		$	89,951		$	91,256		$	135,324		$	142,135		$	100,532
Marketable securities, at fair value	50,411			50,194			47,316			50,878			50,370			50,612
Inventories	261,341			233,834			268,968			235,167			232,363			235,636
Prepaid expenses and other current assets	46,635			45,660			55,149			49,381			52,758			64,872
Income tax receivable	3,402			29,157			16,225
Assets held for sale	18,520			16,525			41,802
Total Current Assets	460,640			465,321			520,716			470,750			477,626			451,652
Property and Equipment, net	495,587			550,953			556,172			443,833			477,185			515,088
Other Assets:
Goodwill	96,774			96,774			96,774			96,774			96,774			96,774
Other intangible assets, net	38,930			38,930			38,930			38,930			38,930			38,930
Other assets, net	18,382			14,074			40,622			16,745			18,479			18,989
Total Other Assets	154,086			149,778			176,326			152,449			154,183			154,693
	$	1,110,313		$	1,166,052		$	1,253,214		$	1,067,032		$	1,108,994		$	1,121,433
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	125,532		$	129,343		$	147,526		$	125,945		$	116,378		$	136,761
Current debt	10,000			10,000			10,000			15,000			16,250			10,000
Other current and deferred liabilities	148,706			158,788			140,557			123,137			170,232			151,823
Liabilities held for sale	—			—			8,478
Total Current Liabilities	284,238			298,131			306,561			264,082			302,860			298,584
Noncurrent Liabilities:
Long-term debt	74,768			82,219			84,702			61,068			68,535			77,252
Deferred liabilities	122,848			130,743			135,390			112,218			118,543			126,377
Deferred taxes	9,320			15,171			20,385			11,222			9,883			9,377
Total Noncurrent Liabilities	206,936			228,133			240,477			184,508			196,961			213,006
Commitments and Contingencies
Stockholders’ Equity:
Shareholders’ Equity:
Preferred stock	—			—			—			—			—			—
Common stock	1,301			1,355			1,394			1,283			1,288			1,320
Additional paid-in capital	445,787			435,881			429,746			458,172			452,756			440,038
Treasury stock, at cost	(366,081		)	(289,813		)	(249,854		)	(406,776		)	(386,094		)	(346,062		)
Retained earnings	538,134			492,325			524,244			565,650			541,251			514,495
Accumulated other comprehensive (loss) income	(2		)	40			646
Total Stockholders’ Equity	619,139			639,788			706,176
Accumulated other comprehensive income (loss)										113			(28		)	52
Total Shareholders’ Equity										618,442			609,173			609,843
	$	1,110,313		$	1,166,052		$	1,253,214		$	1,067,032		$	1,108,994		$	1,121,433

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

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Thirty-Nine Weeks Ended						Twenty-Six Weeks Ended
	October 29, 2016			October 31, 2015			July 29, 2017			July 30, 2016
Cash Flows From Operating Activities:
Net income	$	77,721		$	23,037		$	56,335		$	54,123
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill and intangible impairment charges, pre-tax	—			112,455
Depreciation and amortization	82,585			90,266			50,012			55,445
Loss on disposal and impairment of property and equipment	6,434			22,609			1,183			3,542
Deferred tax benefit	(8,098		)	(52,623		)
Deferred income taxes							1,653			(7,492		)
Stock-based compensation expense	15,483			20,712			10,232			9,623
Excess tax benefit from stock-based compensation	(322		)	(2,992		)
Deferred rent and lease credits	(14,264		)	(15,018		)	(9,345		)	(9,523		)
Changes in assets and liabilities:
Inventories	(27,506		)	(44,811		)	(2,804		)	(1,802		)
Prepaid expenses and accounts receivable	(6,237		)	(12,024		)
Prepaid expenses and other current assets							4,690			(3,379		)
Income tax receivable	25,755			(15,629		)	332			26,087
Accounts payable	(3,789		)	7,377			(903		)	(3,130		)
Accrued and other liabilities	(3,391		)	(3,300		)	(44,076		)	(1,588		)
Net cash provided by operating activities	144,371			130,059			67,309			121,906
Cash Flows From Investing Activities:
Purchases of marketable securities	(43,266		)	(43,479		)	(14,264		)	(28,708		)
Proceeds from sale of marketable securities	43,058			122,712			13,794			28,334
Purchases of property and equipment, net	(35,663		)	(66,595		)	(18,040		)	(25,231		)
Net cash (used in) provided by investing activities	(35,871		)	12,638
Net cash used in investing activities							(18,510		)	(25,605		)
Cash Flows From Financing Activities:
Proceeds from borrowings	—			124,000
Payments on borrowings	(7,500		)	(29,000		)	(8,750		)	(5,000		)
Proceeds from issuance of common stock	2,363			10,614			1,095			1,272
Excess tax benefit from stock-based compensation	322			2,992
Dividends paid	(31,936		)	(32,933		)	(21,467		)	(21,405		)
Repurchase of common stock	(81,324		)	(260,555		)	(20,700		)	(56,298		)
Payments of tax withholdings related to stock-based awards							(5,897		)	(4,262		)
Net cash used in financing activities	(118,075		)	(184,882		)	(55,719		)	(85,693		)
Effects of exchange rate changes on cash and cash equivalents	(45		)	90			109			(27		)
Net decrease in cash and cash equivalents	(9,620		)	(42,095		)
Net (decrease) increase in cash and cash equivalents							(6,811		)	10,581
Cash and Cash Equivalents, Beginning of period	89,951			133,351			142,135			89,951
Cash and Cash Equivalents, End of period	$	80,331		$	91,256		$	135,324		$	100,532

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	1,713		$	2,112		$	1,203		$	1,101
Cash paid for income taxes, net	$	22,752		$	47,377		$	39,553		$	15,507

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

Table of Contents

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

~~October~~July 29, ~~2016~~2017

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Chico’s FAS, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. (“U.S. GAAP”) for complete financial statements. In the opinion of management, such interim financial statements reflect all normal, recurring adjustments considered necessary to present fairly the condensed consolidated financial position, the results of operations and cash flows for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended January ~~30, 2016,~~28, 2017, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March ~~8, 2016.~~7, 2017.

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

Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. Operating results for the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016~~2017 are not necessarily indicative of the results that may be expected for the entire year.

~~Reclassifications~~Adoption of New Accounting Pronouncements

~~Reclassifications~~In the first quarter of ~~certain prior year balances were made~~2017, we adopted the guidance of Accounting Standard Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in ~~order to conform~~the statement of cash flows. The provision of ASU 2016-09 related to the ~~current year presentation.~~

~~Change~~recognition of excess tax benefits and deficiencies in ~~Accounting Policy~~

~~Effective January 31, 2016,~~ the ~~Company made~~income statement was adopted on a ~~voluntary change in accounting principle~~prospective basis whereas the provision related to ~~our~~the classification of shipping expenses. Historically, we have presented shipping expenses within selling, general and administrative expenses ("SG&A"). Under the new policy, the Company is presenting these expenses within cost of good sold ("COGS") in the ~~unaudited Condensed Consolidated Statements~~statement of ~~Income. The Company believes that this change is preferable as~~cash flows was adopted retrospectively and 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 allprior periods presented. There was no change to consolidated net income, however, cost of sales increased by $8.8 million and SG&A decreased by the same amount for the thirteen weeks ended October 31, 2015. The Company recorded $8.6 million in shipping expense as a component of COGS during the thirteen weeks ended October 29, 2016. For the year-to-date period ended October 31, 2015, cost of sales increased by $27.6 million and SG&A decreased by the same amount. The Company recorded $25.5 million in shipping expense as a component of COGS during the thirty-nine weeks ended October 29, 2016.

~~Reclassification of Occupancy Expenses and Correction of Immaterial Accounting Error~~

were adjusted accordingly. The Company has changed its classification of store occupancy expenses. Historically, we have presented store occupancy expenses within SG&A. As now reclassified, the Company is presenting these expenses within COGS in the unaudited Condensed Consolidated Statements of Income. The Company believes that the store occupancy expenses represent direct costs associated with the sale of our merchandise and improves comparability with the Company’s peers. This reclassification was applied retrospectively to all periods presented. There was no change to consolidated net income, however, cost of sales increased by $96.8 million and SG&A decreased by the same amount for the thirteen weeks ended October 31, 2015. The Company recorded $95.4 million in store occupancy expenses as a component of COGS during the thirteen weeks ended October 29, 2016. For the year-to-date period ended October 31, 2015, cost of sales increased by $289.3 million and SG&A decreased by the same amount. The Company recorded $287.3 million in store occupancy expenses as a component of COGS during the thirty-nine weeks ended October 29, 2016.

~~The Company has also~~ elected to ~~correct the historical classification~~continue estimating forfeitures of ~~shipping revenue within SG&A. To correct the immaterial error, we are classifying shipping revenue as~~share-based awards when determining compensation cost to be recognized each period. The adoption of ASU 2016-09 did not have a component of net sales within the unaudited Condensed Consolidated Statements of Income for all periods presented. There was no change to consolidated net income, however, net sales increased by $4.2 million and SG&A increased by the same amount for the thirteen weeks ended October 31, 2015. The Company recorded $3.0 million in shipping revenue as a component of net sales during the thirteen weeks ended October 29, 2016. For the year-to-date period ended October 31, 2015, net sales increased by $14.1 million and SG&A increased by the same amount. The Company recorded $9.7 million in shipping revenue as a component of net sales during the thirty-nine weeks ended October 29, 2016.

~~Table of Contents~~

~~Chico’s FAS, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~October 29, 2016~~

~~(Unaudited)~~

~~Adjustments to Presentation~~

~~The above mentioned changes had no cumulative effect~~material impact on the presentation of the unaudited Condensed Consolidated Statements of Income, Condensed Consolidated Balance Sheets, or Condensed Consolidated Statements of Cash Flows. The effects of the aforementioned accounting policy change, change in classification and error correction to the October 31, 2015 unaudited Condensed Consolidated Statement of Income are as follows (dollars in thousands):

As Previously Reported % of Sales Change in Accounting Policy Effect of Change in Occupancy Classification Effect of Error Correction As Adjusted % of Sales

Thirteen Weeks Ended October 31, 2015
Net sales $ 641,219
100.0 $ —
$ —
$ 4,214
$ 645,433
100.0
Cost of goods sold 290,737
45.3 8,760
96,773
—
396,270
61.4
Gross Margin 350,482
54.7 (8,760 ) (96,773 ) 4,214
249,163
38.6
Selling, general and administrative expenses 327,575
51.1 (8,760 ) (96,773 ) 4,214
226,256
35.1

As Previously Reported % of Sales Change in Accounting Policy Effect of Change in Occupancy Classification Effect of Error Correction As Adjusted % of Sales

Thirty-Nine Weeks Ended October 31, 2015
Net sales $ 2,014,910
100.0 $ —
$ —
$ 14,115
$ 2,029,025
100.0
Cost of goods sold 902,690
44.8 27,585
289,268
—
1,219,543
60.1
Gross Margin 1,112,220
55.2 (27,585 ) (289,268 ) 14,115
809,482
39.9
Selling, general and administrative expenses 964,229
47.9 (27,585 ) (289,268 ) 14,115
661,491
32.6

~~Footnotes to the unaudited Condensed Consolidated Financial Statements herein have been adjusted to reflect the impact of these changes accordingly.~~accompanying condensed consolidated financial statements.

Note 2. New Accounting Pronouncements

In ~~March~~October 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. ~~2016-09, Compensation - Stock Compensation.~~2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory. ASU ~~2016-09~~2016-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, ~~2016.~~2017. ASU ~~2016-09~~2016-16 requires ~~entities~~companies to recognize the income tax effects of ~~awards~~intercompany sales or transfers of other assets in the income statement ~~when~~as income tax expense (benefit) in the ~~awards vest~~period the sale or ~~are settled. The standard also permits an employer~~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 ~~repurchase more~~opening retained earnings in the period of ~~an employee's shares for tax withholding purposes without triggering liability accounting and~~adoption, which we expect to ~~make a policy election~~implement in fiscal 2018. At July 29, 2017, the Company had $6.0 million in assets related to ~~account for forfeitures as they occur. This standard will be effective and adopted for our first quarter 2017. We are currently assessing~~ the ~~new standard and its impact to our consolidated results~~transfer of ~~operations, financial position and cash flows.~~intra–entity asset transfers.

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.~~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 in fiscal 2019, we expect to record material right–of–use assets and lease liabilities on the balance sheet approximating the present value of future lease payments.

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

statements.

Table of Contents

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

~~October~~July 29, ~~2016~~2017

(Unaudited)

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which modifies the presentation of noncurrent and current deferred taxes. ASU 2015-17 requires that all deferred tax assets and liabilities be classified as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We early adopted this standard in the fourth quarter of 2015, with retrospective presentation, as shown in our consolidated balance sheets. Our retrospective presentation resulted in a $26.9 million reclassification from current assets to other assets, net for the period ending October 31, 2015.

In July 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330). The amendments, which apply to inventory that is measured using any method other than the last-in, first-out (LIFO) or retail inventory method, require that entities measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and should be applied on a prospective basis. We are currently assessing the potential impact of adopting this ASU, but do not, at this time, anticipate a material impact to our consolidated results of operations, financial position or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with ~~Customers.~~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, practices, systems and controls 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 presentation of estimated merchandise returns as both an asset, equal to the inventory value net of processing costs, and a corresponding return liability, compared to the current practice of recording an estimated net return liability. The Company is also evaluating and identifying appropriate changes to internal control over financial reporting in connection with preparation for adoption of this ASU. We plan to adopt this ASU under the modified retrospective approach beginning in the first quarter of fiscal 2018 with a cumulative adjustment to retained earnings as opposed to retrospectively adjusting prior periods. We are ~~currently assessing~~continuing to evaluate the ~~new standard~~impact this ASU, and ~~all~~ related ~~ASUs~~amendments and ~~its impact to~~interpretive guidance, will have on our consolidated ~~results of operations,~~ financial ~~position and cash flows.~~statements.

��

Note 3. Restructuring and Strategic Charges

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

During the first quarter of fiscal 2016, we ~~announced an expansion of~~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~~cost of goods sold ("COGS") and selling, general and administrative expenses ("SG&A&A") through strategic initiatives. These strategic initiatives include realigning marketing and digital commerce, improving supply chain efficiency, ~~and~~ reducing non-merchandise expenses, optimizing marketing spend, and ~~marketing expenses.~~transition of executive leadership. In connection with this program, during the second quarter of fiscal 2016, ~~the Company~~we recorded pre-tax restructuring and strategic charges of ~~$10.8~~$16.6 million, ~~for the third quarter and $31.0 million year-to-date,~~ primarily related to ~~outside services,~~ severance ~~and~~charges, proxy solicitation ~~costs.~~

~~In connection with~~costs and consulting fees, which are included in restructuring and strategic charges in the restructuring program, we evaluated our domestic store portfolio and identified approximately 175 stores for closure, with 90 stores across our brands, including 20 Boston Proper stores, closed throughaccompanying condensed statement of income. Effective in the third quarter of fiscal ~~2016. As a result,~~2016, we ~~expect to incur additional cash~~substantially completed our restructuring program and did not record any similar charges ~~related to lease termination expenses~~for the twenty-six weeks ended July 29, 2017. We have closed 124 stores in connection with our restructuring program through the second quarter of ~~approximately $1.7 million through~~ fiscal 2017, ~~related to these future closures.~~including 20 Boston Proper stores.

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



	Thirteen Weeks Ended			Twenty-Six Weeks Ended
	July 30, 2016			July 30, 2016

	(in thousands)
Impairment charges	$	1,453		$	1,453
Continuing employee-related costs	—			1,015
Severance charges	8,236			9,420
Proxy solicitation costs	4,524			5,589
Lease termination charges	127			348
Outside Services	2,234			2,234
Other charges	(18		)	148
Total restructuring and strategic charges, pre-tax	$	16,556		$	20,207

Table of Contents

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

~~October~~July 29, ~~2016~~2017

(Unaudited)

~~A summary of the pre-tax restructuring and strategic charges is presented in the table below:~~

Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29, 2016 October 31, 2015 October 29, 2016 October 31, 2015

(in thousands)
Impairment charges $ —
$ 329
$ 1,453
$ 21,259
Continuing employee-related costs 781
—
1,796
5,639
Severance charges 65
(12 ) 9,485
1,808
Proxy solicitation costs 108
—
5,697
—
Lease termination charges 79
2,146
427
4,903
Outside services 9,779
—
12,013
—
Other charges 8
674
156
569
Total restructuring and strategic charges, pre-tax $ 10,820
$ 3,137
$ 31,027
$ 34,178

As of ~~October~~July 29, ~~2016,~~2017, a reserve of ~~$18.1~~$1.3 million related to restructuring and strategic activities was included in other current and deferred liabilities in the accompanying condensed consolidated balance sheets. A roll-forward of the reserve is presented as follows:

Continuing Employee-related Costs Severance Charges Proxy Solicitation Costs Lease Termination Charges Outside Services Other charges 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 (3,702 ) (6,066 ) (5,697 ) (612 ) (623 ) (130 ) (16,830 )
Ending Balance, October 29, 2016 $ 643
$ 5,097
$ —
$ 916
$ 11,399
$ 26
$ 18,081



	Continuing Employee-related Costs			Severance Charges			Lease Termination Charges			Outside Services & Other			Total

	(in thousands)
Beginning Balance, January 28, 2017	$	671		$	2,413		$	846		$	7,299		$	11,229
Payments	(360		)	(2,151		)	(142		)	(7,299		)	(9,952		)
Ending Balance, July 29, 2017	$	311		$	262		$	704		$	—		$	1,277

Note 4. Stock-Based Compensation

For the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, stock-based compensation expense was ~~$15.5~~$10.2 million and ~~$20.7~~$9.6 million, respectively. As of ~~October~~July 29, ~~2016,~~2017, approximately ~~5.8~~9.1 million shares remain available for future grants of equity awards under our Amended and Restated 2012 Omnibus Stock and Incentive Plan. The Amended and Restated Plan was approved by the Company’s Board of Directors on April 6, 2017 and became effective upon shareholder approval at the 2017 Annual Meeting on June 22, 2017.

Restricted Stock Awards

Restricted stock award activity for the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016~~2017 was as follows:


	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,585,392		$	16.60	2,463,186		$	13.87
Granted	1,719,380		12.35		1,324,380		13.64
Vested	(1,062,433	)	17.06		(971,616	)	14.52
Forfeited	(776,587	)	15.20		(132,685	)	14.76
Unvested, end of period	2,465,752		13.88		2,683,265		13.47

Performance-based Stock Units

For the twenty-six weeks ended July 29, 2017, we granted performance-based restricted stock units (“PSUs”), contingent upon the achievement of a Company-specific performance goal during fiscal 2017. Any units earned as a result of the achievement of this goal will be settled in unvested shares of our common stock on the first anniversary of the grant date. Such unvested shares will then vest on the second and third anniversary dates.

Performance-based restricted stock unit activity for the twenty-six weeks ended July 29, 2017 was as follows:



	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	652,248		$	13.28
Granted	601,137		13.93
Vested	(274,774	)	13.54
Forfeited	(77,628	)	13.08
Unvested, end of period	900,983		13.65

Table of Contents

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

~~October~~July 29, ~~2016~~2017

(Unaudited)

~~Performance-based Stock Units~~

For the thirty-nine weeks ended October 29, 2016, we granted performance-based restricted stock units (“PSUs”), contingent upon the achievement of a Company-specific performance goal during fiscal 2016. Any units earned as a result of the achievement of this goal will vest over 3 years from the date of grant and will be settled in shares of our common stock.

~~Performance-based restricted stock unit activity for the thirty-nine weeks ended October 29, 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 ⁽¹⁾
(329,891 ) 15.29
Unvested, end of period 645,262
13.28

⁽¹⁾ ~~The performance goal for the PSUs granted in 2015 was not fully met. Forfeitures for the thirty-nine weeks ended October 29, 2016 include the portion of the fiscal 2015 PSUs that were not earned.~~

Stock Option Awards

For the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, we did not grant any stock options.

Stock option activity for the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016~~2017 was as follows:


	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Outstanding, beginning of period	1,060,774		$	15.17	577,246		$	13.58
Granted	—		—		—		—
Exercised	(46,810	)	6.51		(8,000	)	10.15
Forfeited or expired	(202,783	)	23.98		(77,334	)	19.21
Outstanding and exercisable at October 29, 2016	811,181		13.47
Outstanding and exercisable at July 29, 2017					491,912		12.75

Note 5. Income Taxes

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

For the thirteen weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, the effective tax rate was ~~22.9%~~35.1% and ~~(55.7)%~~38.0%, respectively. For the thirteen weeks ended ~~October~~July 29, ~~2016,~~2017, the income tax provision was ~~$7.0~~$12.3 million compared to the income tax ~~benefit~~provision of ~~$14.6~~$14.1 million for the thirteen weeks ended ~~October 31, 2015.~~July 30, 2016. The ~~favorability~~reduction in effective tax rate of 290 basis points primarily related to favorable federal and state settlements, partially offset by a 67 basis point charge from the adoption of the new share-based payment accounting standard (the "Standard") effective the first quarter of 2017.

For the twenty-six weeks ended July 29, 2017 and July 30, 2016, the effective tax rate was 37.0% and 37.9%, respectively. For the twenty-six weeks ended July 29, 2017, the income tax provision was $33.1 million compared to the income tax provision of $33.1 million for the twenty-six weeks ended July 30, 2016. This 90 basis points reduction in the effective tax rate ~~for~~primarily related to favorable federal and state settlements, partially offset by a 58 basis point charge from the ~~third~~adoption of the Standard effective the first quarter of 2016 primarily reflects an additional tax benefit related to the disposition of Boston Proper's stock and the realization of income tax credits in 2016. The income tax benefit for the third quarter of 2015 of $14.6 million and effective tax rate of (55.7)% primarily reflected the tax benefit related to the disposition of Boston Proper's stock and the impact of the Boston Proper goodwill and trade name impairment on the annual effective tax rate.2017.

~~Table of Contents~~

~~Chico’s FAS, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~October 29, 2016~~

~~(Unaudited)~~

For the thirty-nine weeks ended October 29, 2016, the income tax provision of $40.1 million and effective tax rate of 34.0% primarily reflected the pre-tax net income during the year and the additional tax benefit related to the disposition of Boston Proper's stock and the realization of income tax credits in 2016. For the thirty-nine weeks ended October 31, 2015, the income tax benefit was $23.1 million. The effective tax rate of 34.0% for the thirty-nine weeks ended October 29, 2016 was not comparable to the effective tax rate for the thirty-nine weeks ended October 31, 2015 primarily due to the tax benefit recorded in fiscal 2015 related to the disposition of Boston Proper's stock and the impact of the Boston Proper goodwill impairment on the annual effective tax rate.

Note 6. Earnings Per Share

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

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

Table of Contents

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 29, 2017

(Unaudited)

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


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended						Thirteen Weeks Ended						Twenty-Six Weeks Ended
	October 29, 2016			October 31, 2015			October 29, 2016			October 31, 2015			July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016

Numerator
Net income (loss)	$	23,598		$	(11,610	)	$	77,721		$	23,037
Net income													$	22,716		$	23,039		$	56,335		$	54,123
Net income and dividends declared allocated to participating securities	(502		)	—			(1,677		)	(492		)	(537		)	(506		)	(1,286		)	(1,155		)
Net income (loss) available to common shareholders	$	23,096		$	(11,610	)	$	76,044		$	22,545
Net income available to common shareholders													$	22,179		$	22,533		$	55,049		$	52,968
Denominator
Weighted average common shares outstanding – basic	128,753			136,172			129,830			139,386			125,643			129,215			125,847			130,406
Dilutive effect of non-participating securities	243			—			169			338			34			147			43			110
Weighted average common and common equivalent shares outstanding – diluted	128,996			136,172			129,999			139,724			125,677			129,362			125,890			130,516
Net income (loss) per common share:
Net income per share:
Basic	$	0.18		$	(0.09	)	$	0.59		$	0.16		$	0.18		$	0.17		$	0.44		$	0.41
Diluted	$	0.18		$	(0.09	)	$	0.58		$	0.16		$	0.18		$	0.17		$	0.44		$	0.41

For the thirteen weeks ~~weeks~~ ended ~~October~~July 29, 2017 and July 30, 2016, ~~and October 31, 2015, 0.7~~0.8 million and ~~0.3~~0.8 million potential shares of common stock, respectively, were excluded from the diluted per share calculation relating to non-participating securities, because the effect of including these potential shares was antidilutive.

For the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, 2017 and July 30, 2016, ~~and October 31, 2015, 0.9~~0.7 million and ~~1.3~~0.9 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.

~~Table of Contents~~

~~Chico’s FAS, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~October 29, 2016~~

~~(Unaudited)~~

Note 7. Fair Value Measurements

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

Marketable securities are classified as available-for-sale and as of ~~October~~July 29, ~~2016~~2017 generally consist of corporate bonds, U.S. government agencies, municipal securities, and commercial paper with ~~$25.4~~$30.5 million of securities with maturity dates within one year or less and ~~$25.0~~$20.4 million with maturity dates over one year and less than two years.

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

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

Table of Contents

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 29, 2017

(Unaudited)

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



Level 1	—	Unadjusted quoted prices in active markets for identical assets or liabilities

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

Level 3	—	Unobservable inputs for the asset or liability

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

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

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

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

During the quarter ended ~~October~~July 29, ~~2016,~~2017, we did not make any transfers between Level 1 and Level 2 financial instruments. Furthermore, as of ~~October~~July 29, ~~2016,~~2017, January 28, 2017 and July 30, 2016, ~~and October 31, 2015,~~ we did not have any Level 3 financial instruments. We conduct reviews on a quarterly basis to verify pricing, assess liquidity, and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.

Table of Contents

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

~~October~~July 29, ~~2016~~2017

(Unaudited)

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


			Fair Value Measurements at Reporting Date Using								Fair Value Measurements at Reporting Date Using
	Balance as of October 29, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of July 29, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)								(in thousands)
Financial Assets:
Current Assets
Cash equivalents:
Money market accounts	$	365	$	365	$	—	$	—	$	288	$	288	$	—	$	—
Marketable securities:
Municipal securities	3,193		—		3,193		—		6,705		—		6,705		—
U.S. government agencies	23,113		—		23,113		—		16,754		—		16,754		—
Corporate bonds	18,253		—		18,253		—		20,897		—		20,897		—
Commercial paper	5,852		—		5,852		—		6,522		—		6,522		—
Non Current Assets
Deferred compensation plan	7,291		7,291		—		—		6,487		6,487		—		—
Total	$	58,067	$	7,656	$	50,411	$	—	$	57,653	$	6,775	$	50,878	$	—

Financial Liabilities:
Long-term debt¹	$	84,768	$	—	$	85,207	$	—	$	76,068	$	—	$	76,552	$	—

	Balance as of January 30, 2016								Balance as of January 28, 2017
Financial Assets:
Current Assets
Cash equivalents:
Money market accounts	$	275	$	275	$	—	$	—	$	471	$	471	$	—	$	—
Marketable securities:
Municipal securities									5,634		—		5,634		—
U.S. government agencies	21,800		—		21,800		—		23,071		—		23,071		—
Corporate bonds	26,149		—		26,149		—		15,799		—		15,799		—
Commercial paper	2,245		—		2,245		—		5,866		—		5,866		—
Non Current Assets
Deferred compensation plan	7,023		7,023		—		—		7,523		7,523		—		—
Total	$	57,492	$	7,298	$	50,194	$	—	$	58,364	$	7,994	$	50,370	$	—

Financial Liabilities:
Long-term debt	$	92,219	$	—	$	92,647	$	—
Long-term debt¹									$	84,785	$	—	$	85,139	$	—

	Balance as of October 31, 2015								Balance as of July 30, 2016
Financial Assets:
Current Assets
Cash equivalents:
Money market accounts	$	3,100	$	3,100	$	—	$	—	$	110	$	110	$	—	$	—
Marketable securities:
Municipal securities									1,537		—		1,537		—
U.S. government agencies	17,817		—		17,817		—		23,928		—		23,928		—
Corporate bonds	27,256		—		27,256		—		21,672		—		21,672		—
Commercial paper	2,243		—		2,243		—		3,475		—		3,475		—
Non Current Assets
Deferred compensation plan	8,632		8,632		—		—		8,401		8,401		—		—
Total	$	59,048	$	11,732	$	47,316	$	—	$	59,123	$	8,511	$	50,612	$	—

Financial Liabilities:
Long-term debt	94,702		—		$	95,161	—
Long-term debt¹									$	87,252	$	—	$	87,677	$	—

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

Table of Contents

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

~~October~~July 29, ~~2016~~2017

(Unaudited)

Note 8. Debt

In fiscal 2015, we entered into a credit agreement (the ~~"Agreement)~~"Agreement") providing for a term loan of $100.0 million and a revolving credit facility of $100.0 million. The term loan and revolving credit facility mature on May 4, 2020 and accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate plus an interest rate margin, as defined in the Agreement. The Agreement contains customary representations, warranties, and affirmative covenants, including the requirement to maintain certain financial ratios. The Company was in compliance with the applicable ratio requirements and other covenants at ~~October~~July 29, ~~2016.~~2017. As of ~~October~~July 29, ~~2016,~~2017, we had total available borrowing capacity of $100.0 million under our revolving credit facility.

The following table provides ~~details~~additional detail on our ~~debt~~ outstanding ~~as of October 29, 2016, January 30, 2016 and October 31, 2015:~~debt:


	October 29, 2016			January 30, 2016			October 31, 2015			July 29, 2017			January 28, 2017			July 30, 2016
	(in thousands)									(in thousands)
Credit Agreement, net	$	84,768		$	92,219		$	94,702		$	76,068		$	84,785		$	87,252
Less: current portion	(10,000		)	(10,000		)	(10,000		)	(15,000		)	(16,250		)	(10,000		)
Total long-term debt	$	74,768		$	82,219		$	84,702		$	61,068		$	68,535		$	77,252

Note 9. Share Repurchases

During the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016, we repurchased 6.5 million shares,~~2017, under our $300 million share repurchase program announced in November 2015, we repurchased 1.9 million shares at a total cost of approximately ~~$76.3 million.~~$20.7 million, at a weighted average of $10.96 per share. As of ~~October~~July 29, ~~2016,~~2017, the Company has ~~$183.7~~$142.9 million remaining for future repurchases under the ~~share repurchase~~ program. However, we have no continuing obligation to repurchase shares under this authorization, and the timing, actual number and value of any additional shares to be purchased will depend on the performance of our stock price, market conditions and other considerations.

Note 10. Commitments and Contingencies

In July 2015, ~~the Company~~White House Black Market, Inc. (WHBM) 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~~complaint alleges that ~~the Company,~~WHBM, in violation of federal law, willfully published more than the last five digits of a credit or debit card number ~~or an expiration date~~ on customers' point-of-sale receipts. Plaintiff seeks an award of statutory damages of $100 to $1,000 for each alleged willful violation of the law, as well as attorneys’ fees, costs and punitive damages. The Company denies the material allegations of the ~~complaint. Its~~complaint and believes the case is without merit. The Court denied the Company’s motion to dismiss ~~was denied~~ on July 13, 2016, ~~but~~and the ~~Company continues to believe that the case is without merit and is not appropriate~~parties have engaged in extensive discovery since then. Plaintiff filed a motion for class ~~treatment. It intends~~certification in May 2017, which WHBM opposed in a brief filed in June 2017. The Company will continue to vigorously defend the ~~matter.~~matter, including a planned motion for summary judgment to dismiss all claims. At this time, ~~however, it~~the Company is ~~not possible~~unable to ~~predict~~reasonably estimate the potential loss or range of loss, if any, related to the lawsuit because there are a number of unknown facts and unresolved legal issues that may impact the amount of any potential liability, including, without limitation, (a) whether the ~~proceeding~~action will be permitted to proceed as a class, or(b) if a class is certified, the resolution of certain disputed statutory interpretation issues that may impact the size of the putative class and no(c) whether or not the plaintiff is entitled to statutory damages. No assurance can be given that these issues will be resolved in the Company’s favor or that the Company will be successful in its defense on the merits or otherwise. ~~Because~~If the case ~~is still in the early stages~~were to proceed as a class action and ~~class determinations have not been made,~~ the Company ~~is unable~~were to ~~estimate any potential loss~~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 or ~~range~~results of ~~loss.~~operations.

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~~complaint alleged 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~~The parties ~~submitted~~entered into a ~~proposed~~ settlement ~~of the matter to the court,~~agreement, and the ~~court granted preliminary~~Court issued final approval and entry of judgment on ~~August 26, 2016, and~~June 5, 2017. The settlement ~~notices have been distributed. If finally approved, the proposed settlement will~~did 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. Given the overlap with the claims alleged in the Ackerman case, described above, the Court initially stayed the Cunningham case pending final approval of the Ackerman 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.

Table of Contents

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

~~October~~July 29, ~~2016~~2017

(Unaudited)

In June 2016, the Company was named as a defendant in Rodems v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of Fresno. Plaintiff sought to represent current and former nonexempt employees of Chico’s stores in California. The Complaint alleged many of the same Labor Code violations as Ackerman, described above. As a result, 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, and the Company removed the case to the United State District Court for the Eastern District of California on November 9, 2016. In the proposed First Amended Complaint, the plaintiff makes similar claims of Labor Code violations against the Company but does not seek to represent a putative class or make class action allegations. The Company disputes the allegations of the First Amended Complaint and, at this time, does not expect that this case will 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~~alleged that the Company failed to comply with California law requiring it to provide consumers cash for gift cards with a stored value of less than $10.00. ~~The Company believes that~~Following voluntary mediation of the matter isin November of 2016, the parties entered into a settlement agreement, which was approved by the court on July 25, 2017. The settlement will not appropriate for class treatment; however, it is not possible to predict whether it will be permitted to proceed as a class or the size of the putative class, and no assurance can be given that the Company will be successful in its defense of this action on the merits or otherwise. Because class determinations have not been made, the Company is unable to estimate any potential loss or range of loss were it to lose on the merits of the case. However, the case is scheduled for voluntary mediation on November 28, 2016, and, at this time, the Company does not expect that the case will have a material adverse effect on the Company’s consolidated financial ~~conditions~~condition or results of ~~operation.~~operations.

Other than as noted above, we are not currently a party to any legal proceedings other than claims and lawsuits arising in the normal course of business. All such matters are subject to uncertainties and outcomes may not be predictable. Consequently, the ultimate aggregate ~~amount~~amounts of monetary liability or financial impact with respect to these matters as of ~~October~~July 29, ~~2016~~2017 are not estimable. However, while such matters could affect our consolidated operating results when resolved in future periods, management believes that upon final disposition, any monetary liability or financial impact to us would not be material to our annual consolidated financial statements.

~~Note 11. Subsequent Events~~

On November 22, 2016, we announced that our Board of Directors has declared a quarterly dividend of $0.08 per share on our common stock. The dividend will be payable on December 19, 2016 to shareholders of record at the close of business on December 5, 2016. 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.

~~Table of Contents~~



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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto and our ~~2015~~2016 Annual Report to ~~Stockholders.~~Shareholders.

Executive Overview

We are a leading omni-channel specialty retailer of women’s private branded, sophisticated, casual-to-dressy clothing, intimates and complementary accessories, ~~and other non-clothing items~~ operating under the Chico’s, White House Black Market (“WHBM”) and Soma brand names. We earn revenues and generate cash through the sale of merchandise in our domestic and international retail stores, on our various websites ~~through~~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. ~~For each of our brands, we~~We want our customers to experience our brands holistically and to view ~~the brand, through all of its~~our various ~~sales~~retail channels as ana single, integrated experience rather than ~~viewing it through a single channel (such~~ as ~~the store or the website).~~separate sales channels operating independently. This approach allows our customers to browse, purchase, return, or exchange our merchandise through whatever sales channel and at whatever time is most convenient. As a result, we track total sales and comparable sales on a combined basis.

~~Net sales~~

Second Quarter of Fiscal 2017 FinancialHighlights

Ÿ Delivered second quarter EPS of $0.18

Ÿ Continuing to execute on strategic priorities and cost saving initiatives

Income from Operations and Select Charges

The following table depicts, on a pre-tax basis, income from operations and restructuring and strategic charges for the ~~third~~second quarter of fiscal ~~2016 were $596.9 million~~2017 and 2016:



	Thirteen Weeks Ended
	July 29, 2017		July 30, 2016

	(dollars in millions)
Income from operations	$	35.5	$	37.6
Restructuring and strategic charges	—		16.6

Earnings per diluted share for the second quarter of fiscal 2017 was $0.18 compared to ~~$645.4 million~~$0.17 in last year's third quarter. This decrease of 7.5% included $18.7 million related to Boston Proper. Excluding Boston Proper from fiscal 2015, net sales decreased 4.8% and primarily reflected a 4.9% decrease in comparable sales, comprised of a decrease in transaction count and lower average dollar sale. Third quarter average unit retail increased with a decline in promotional activity.

~~We reported net income for the third quarter of fiscal 2016 of $23.6 million, or $0.18 per diluted share, compared to a net loss of $11.6 million, or $0.09 per diluted share, in last year’s third~~second quarter. Results for the ~~third~~second quarter of fiscal 2016 include the impact of restructuring and strategic charges of ~~$6.8~~$10.3 million after-tax, or $0.05 per diluted share, primarily consisting of outside services, partially offset by an additional tax benefit on the disposition of Boston Proper's stock of $4.0 million, or $0.03 per diluted share. Results for the third quarter of fiscal 2015 include the impact of Boston Proper non-cash goodwill and trade name impairment charges of $23.9 million after-tax, or $0.18 per diluted share, restructuring and strategic charges of $1.9 million after-tax, or $0.01 per diluted share, primarily related to property and equipment impairment charges for the Boston Proper stores, and the operating loss related to Boston Proper of $3.5 million, or $0.03$0.08 per diluted share. The change in earnings per share ~~also~~ reflects the impact of approximately ~~10.2~~5.1 million shares repurchased since the end of the ~~third~~second quarter last ~~year.~~

Net sales for the year-to-date period of fiscal 2016 were $1.876 billion, a decrease of 7.5% compared to $2.029 billion in last year’s year-to-date period. Net income for the year-to-date period of fiscal 2016 was $77.7 million, or $0.58 per diluted share, compared to net income of $23.0 million, or $0.16 per diluted share last year. Results for the year-to-date period of fiscal 2016 include restructuring and strategic charges of $19.4 million after-tax, or $0.15 per diluted share, primarily consisting of severance, proxy solicitation costs, and outside services,year, partially offset by an additional tax benefit on the disposition of Boston Proper's stock of $4.0 million, or $0.03 per diluted share. Results for the year-to-date period of fiscal 2015 include the impact of Boston Proper non-cash goodwill and trade name impairment charges of $71.0 million after-tax, or $0.50 per diluted share, restructuring and strategic charges of $21.2 million after-tax, or $0.15 per diluted share, primarily related to property and equipment impairment charges, employee-related costs and lease termination charges, a tax benefit related to the disposition of Boston Proper's stock of $23.8 million, or $0.17 per diluted share, and the operating loss related to Boston Proper of $8.2 million, or $0.06 per diluted share. The changedecrease in ~~earnings per share also reflects the impact of approximately 10.2 million shares repurchased since the end of the third quarter last year.~~net income.

Our Business Strategy

Our overall business strategy is focused on building ~~and cultivating~~ a ~~portfolio~~collection of distinct high-performing retail brands serving the fashion needs of women ages 35 ~~years~~ and older. We ~~are focused on increasing the sales volume and profitability of our existing brands~~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.

~~Table of Contents~~

We pursue improving the ~~growth~~performance of ~~the~~our brands ~~in our portfolio~~ by building our omni-channel capabilities, which includes managing our store base and growing our ~~growing~~ online presence, by executing marketing plans, by effectively leveraging expenses and by optimizing the ~~potential~~merchandise offerings of each of our three brands. We ~~have invested~~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 and offer domestic online and catalog customers the option of returning items to our stores.~~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 ~~complement~~enhance the current offerings, as well as our continued emphasis on our “Most Amazing Personal Service” standard.

In 2016, we announced ~~new~~and began implementing cost reduction and operating efficiency initiatives, ~~to realign~~including realigning marketing and digital commerce, ~~improve~~improving supply chain efficiency, reducing non-merchandise expenses, and ~~reduce non-merchandise and~~optimizing marketing ~~expenses.~~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 ~~in real-time~~ to changes in customer demand for merchandise.

~~Table of Contents~~

RESULTS OF OPERATIONS

Thirteen Weeks Ended ~~October~~July 29, ~~2016~~2017 Compared to the Thirteen Weeks Ended ~~October 31, 2015~~July 30, 2016

Net Sales

The following table depicts net sales by Chico’s, WHBM ~~Soma~~ and ~~Boston Proper~~Soma in dollars and as a percentage of total net sales for the thirteen weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015:~~July 30, 2016:


	Thirteen Weeks Ended								Thirteen Weeks Ended
	October 29, 2016				October 31, 2015				July 29, 2017				July 30, 2016

	(dollars in thousands)								(dollars in millions)
Chico's	$	312,203	52.3	%	$	333,421	51.7	%	$	302	52.2	%	$	334	52.6	%
WHBM	210,389		35.2		220,965		34.2		184		31.9		208		32.7
Soma	74,320		12.5		72,349		11.2		92		15.9		94		14.7
Boston Proper	—		—		18,698		2.9
Total net sales	$	596,912	100.0	%	$	645,433	100.0	%	$	579	100.0	%	$	636	100.0	%

~~Net~~For the second quarter of fiscal 2017, net sales ~~for the third quarter decreased~~were $579 million compared to ~~$596.9 million from $645.4~~$636 million in last year’s ~~third~~second quarter. This ~~7.5%~~ decrease ~~includes $18.7 million related to Boston Proper in last year’s third quarter and~~of 9.0% primarily reflects a ~~4.9% decrease~~decline in comparable sales ~~comprised~~ of ~~reduced transaction count and~~8.4%, driven by lower average dollar ~~sale. For the third quarter, average unit retail increased with~~sales and a decline in ~~promotional activity.~~transaction count. Net sales also reflects 3635 net ~~store closures, including 20 Boston Proper~~ store closures, or a ~~1.7%~~2.3% net decrease in selling square footage, since last year's ~~third~~second quarter.

The following table depicts comparable sales percentages by Chico's, WHBM and Soma for the thirteen weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015:~~July 30, 2016:


	Thirteen Weeks Ended				Thirteen Weeks Ended
	October 29, 2016		October 31, 2015		July 29, 2017		July 30, 2016
Chico's	(5.6	)%	(4.7	)%	(9.0	)%	(5.1	)%
WHBM	(5.5	)%	(2.0	)%	(10.6	)	(1.3	)
Soma	0.4	%	(0.9	)%	(1.8	)	0.7
Total Company	(4.9	)%	(3.3	)%	(8.4	)%	(3.1	)%

Cost of Goods Sold/Gross Margin

The following table depicts ~~cost of goods sold~~COGS and gross margin in dollars and gross margin as a percentage of total net sales for the thirteen weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015:~~July 30, 2016:


	Thirteen Weeks Ended						Thirteen Weeks Ended
	October 29, 2016			October 31, 2015			July 29, 2017			July 30, 2016

	(dollars in thousands)						(dollars in millions)
Cost of goods sold	$	366,618		$	396,270		$	369		$	395
Gross margin	$	230,294		$	249,163		209			241
Gross margin percentage	38.6		%	38.6		%	36.1		%	37.9		%

For the ~~third~~second quarter of fiscal ~~2016,~~2017, gross margin was ~~$230.3~~$209 million, or ~~38.6%,~~36.1% of net sales, compared to ~~$249.2~~$241 million, or ~~38.6%,~~37.9% of net sales, in last year’s ~~third~~second quarter. ~~When excluding Boston Proper from fiscal 2015, gross margin decreased 40~~This 180 basis ~~points in fiscal 2016 compared to gross margin of $244.2 million, or 39.0% last year. This~~point decrease ~~in gross margin rate~~ primarily reflects ~~an improvement in merchandise margin, which was more than offset by~~sales deleverage of store occupancy ~~costs~~expenses and ~~an increase in incentive compensation.~~

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increased promotional activity to reduce inventory levels.

Selling, General and Administrative Expenses

The following table depicts SG&A, which includes direct operating expenses, marketing expenses and National Store Support Center ~~(“NSSC”)~~ expenses, in dollars and as a percentage of total net sales for the thirteen weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015:~~July 30, 2016:


	Thirteen Weeks Ended						Thirteen Weeks Ended
	October 29, 2016			October 31, 2015			July 29, 2017			July 30, 2016

	(dollars in thousands)						(dollars in millions)
Selling, general and administrative expenses	$	188,350		$	226,256		$	174		$	187
Percentage of total net sales	31.6		%	35.1		%	30.0		%	29.4		%

For the ~~third~~second quarter of fiscal ~~2016,~~2017, SG&A was ~~$188.4~~$174 million, or 30.0% of net sales, compared to ~~$226.3~~$187 million, 29.4% of net sales, in last year's ~~third~~second quarter. ~~SG&A was 31.6% of net sales, a 350 basis point~~This $13.0 million decrease ~~from last year's third quarter,~~ primarily ~~due~~reflects a reduction in store operating expenses to align with sales as well as a decrease in unproductive marketing ~~spend in fiscal 2016, $11.5 million of SG&A related to Boston Proper in fiscal 2015, and savings in store labor, partially offset by an increase in incentive compensation.~~spend.

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

~~In connection with this effort, in the third~~second quarter of fiscal 2016, we recorded pre-tax restructuring and strategic charges ~~totaling $10.8~~of $16.6 million, primarily consisting of ~~outside services related to cost reduction~~severance, proxy solicitation costs and ~~operating efficiency initiatives, compared to $3.1 million in the third quarter of~~consulting fees. The fiscal ~~2015, primarily consisting of Boston Proper lease termination charges. The~~2016 after-tax impact of the restructuring and strategic charges ~~in the third quarter~~ totaled ~~$6.8~~$10.3 million, or ~~$0.05~~$0.08 per diluted ~~share, compared to $1.9 million, or $0.01 per diluted share~~share. Effective in ~~fiscal 2015.~~

In connection with the restructuring program, we evaluated our domestic store portfolio and identified approximately 175 stores for closure, with 90 stores across our brands, including 20 Boston Proper stores, closed through the third quarter of fiscal ~~2016. As a result,~~2016, we ~~expect to incur additional cash~~substantially completed our restructuring program and did not record any similar charges ~~related to lease termination expenses~~for the second quarter of ~~approximately $1.7 million~~fiscal 2017. We have closed 124 stores in connection with our restructuring program through the second quarter of fiscal 2017, ~~related to these future closures.~~including 20 Boston Proper stores.

Provision for Income Taxes

~~Our~~For the second quarter of fiscal 2017, the effective tax rate ~~for the third quarter~~ was ~~22.9%~~35.1% compared to an38.0% for last year's second quarter. The reduction in effective tax rate of ~~(55.7)% in last year's third quarter. The favorability in~~290 basis points primarily related to favorable federal and state settlements, partially offset by a 67 basis point charge from the adoption of the new share-based payment accounting standard (the "Standard") effective ~~tax rate for~~ the ~~third~~first quarter of 2016 primarily reflects an additional tax benefit related to the disposition of Boston Proper's stock and the realization of income tax credits in 2016. The income tax benefit of $14.6 million for the third quarter of 2015 and effective tax rate of (55.7)% primarily reflected the tax benefit related to the disposition of Boston Proper's stock and the tax impact of the Boston Proper goodwill and trade name impairment on the annual effective tax rate. Excluding the net after-tax impact of restructuring and strategic charges and the exit of Boston Proper, the effective tax rate for the third quarter of 2016 would have been 36.2% compared to 37.0% in the same period last year.2017.

Net Income and Earnings Per Diluted Share

We reported net income for the ~~third~~second quarter of fiscal ~~2016~~2017 of ~~$23.6~~$22.7 million, or $0.18 per diluted share, compared to net ~~loss~~income of ~~$11.6~~$23.0 million, or ~~$0.09~~$0.17 per diluted share in last year’s ~~third~~second quarter. Results for the ~~third~~second quarter of ~~fiscal~~ 2016 include the impact of restructuring and strategic charges of ~~$6.8~~$10.3 million after-tax, or ~~$0.05~~$0.08 per diluted share, primarily related to ~~outside services related to cost reduction~~severance, proxy solicitation costs and operating efficiency initiatives, partially offset by an additional tax benefit related to the exit of Boston Proper of $4.0 million, or $0.03 per diluted share. Results for the third quarter of fiscal 2015 include charges of $29.3 million after-tax, or $0.22 per diluted share, related to Boston Proper non-cash goodwill and trade name impairment charges, restructuring and strategic charges and Boston Proper operating results. The change in earnings per share also reflects the impact of approximately 10.2 million shares repurchased since the end of the third quarter last year.consulting fees.

~~Table of Contents~~

~~Thirty-Nine~~Twenty-Six Weeks Ended ~~October~~July 29, ~~2016~~2017 Compared to the ~~Thirty-Nine~~Twenty-Six Weeks Ended ~~October 31, 2015~~July 30, 2016

Net Sales

The following table depicts net sales by Chico’s, WHBM ~~Soma~~ and ~~Boston Proper~~Soma in dollars and as a percentage of total net sales for the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015:~~July 30, 2016:


	Thirty-Nine Weeks Ended								Twenty-Six Weeks Ended
	October 29, 2016				October 31, 2015				July 29, 2017				July 30, 2016

	(dollars in thousands)								(dollars in millions)
Chico's	$	995,067	53.0	%	$	1,058,697	52.2	%	$	612	52.7	%	$	683	53.4	%
WHBM	633,420		33.8	%	659,682		32.5	%	378		32.5		423		33.1
Soma	247,134		13.2	%	240,347		11.8	%	172		14.8		173		13.5
Boston Proper	—		0.0	%	70,299		3.5	%
Total net sales	$	1,875,621	100.0	%	$	2,029,025	100.0	%	$	1,162	100.0	%	$	1,279	100.0	%

Net sales for the year-to-date period ended July 29, 2017 decreased to ~~$1.876 billion~~$1,162 million from ~~$2.029 billion~~$1,279 million in last year’s year-to-date period. This ~~7.6%~~ decrease ~~includes $70.3 million related to Boston Proper last year and~~of 9.1% primarily reflects a ~~4.0% decrease~~decline in comparable sales ~~comprised~~ of 8.4% driven by lower average dollar sales and a decline in transaction count. Net sales also reflects 35 net store closures, or a 2.4% net decrease in ~~transaction count and average dollar sale.~~selling square footage, since last year's second quarter.

The following table depicts comparable sales percentages by Chico's, WHBM and Soma for the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015:~~July 30, 2016:


	Thirty-Nine Weeks Ended				Twenty-Six Weeks Ended
	October 29, 2016		October 31, 2015		July 29, 2017		July 30, 2016
Chico's	(5.4	)%	(2.1	)%	(9.4	)%	(5.3	)%
WHBM	(3.5	)%	(0.8	)%	(10.1	)	(2.7	)
Soma	0.6	%	3.6	%	(0.8	)	0.6
Total Company	(4.0	)%	(1.0	)%	(8.4	)%	(3.7	)%

Cost of Goods Sold/Gross Margin

The following table depicts cost of goods sold and gross margin in dollars and gross margin as a percentage of total net sales for the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015:~~July 30, 2016:


	Thirty-Nine Weeks Ended						Twenty-Six Weeks Ended
	October 29, 2016			October 31, 2015			July 29, 2017			July 30, 2016

	(dollars in thousands)						(dollars in millions)
Cost of goods sold	$	1,142,182		$	1,219,543		$	716		$	776
Gross margin	$	733,439		$	809,482		447			503
Gross margin percentage	39.1		%	39.9		%	38.4		%	39.3		%

Gross margin for the year-to-date period ended July 29, 2017 was ~~$733.4~~$447 million, or ~~39.1%~~38.4%, compared to ~~$809.5~~$503 million, or ~~39.9%~~39.3%, in last year’s year-to-date period. ~~When excluding Boston Proper from fiscal 2015, gross margin decreased 110~~This 90 basis ~~points in fiscal 2016 compared to $786.5 million, or 40.2%, last year. The~~point decrease is primarily ~~due to~~reflects sales deleverage of store occupancy ~~expense.~~expenses, partially offset by savings related to cost reduction initiatives.

~~Table of Contents~~

Selling, General and Administrative Expenses

The following table depicts SG&A, which includes store and direct operating expenses, marketing expenses and NSSC expenses, in dollars and as a percentage of total net sales for the ~~thirty-nine~~twenty-six weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015:~~July 30, 2016:


	Thirty-Nine Weeks Ended						Twenty-Six Weeks Ended
	October 29, 2016			October 31, 2015			July 29, 2017			July 30, 2016

	(dollars in thousands)						(dollars in millions)
Selling, general and administrative expenses	$	583,117		$	661,491		$	356		$	395
Percentage of total net sales	31.1		%	32.6		%	30.6		%	30.9		%

For the year-to-date period ~~of fiscal 2016,~~ended July 29, 2017, SG&A was ~~$583.1~~$356 million compared to ~~$661.5~~$395 million in last year’s year-to-date period. ~~SG&A was 31.1% of net sales,~~This $39 million decrease primarily reflects a ~~150 basis point~~ decrease ~~from last year, primarily due to $40.5 million of SG&A related to Boston Proper~~ in ~~fiscal 2015, and a reduction in~~unproductive marketing spend and a decline in store ~~labor,~~operating expenses, partially offset by ~~employee benefit costs in fiscal 2016.~~sales deleverage of employee-related expenses and corporate costs.

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. Restructuring and strategic charges for the year-to-date period of fiscal 2016 were ~~$31.0~~$20.2 million pre-tax, primarily consisting of ~~outside services,~~ severance, proxy solicitation costs ~~compared to $34.2 million in~~and consulting fees. The fiscal ~~2015, primarily consisting of non-cash property and equipment impairment charges, continuing employee-related costs, lease termination charges and severance charges. The~~2016 after-tax impact of the restructuring and strategic charges totaled ~~$19.4~~$12.5 million, or ~~$0.15~~$0.09 per diluted ~~share, compared to $21.2 million, or $0.15 per diluted share~~share. Effective in the third quarter of fiscal ~~2015.~~2016, we substantially completed our restructuring program and did not record any similar charges for the for the year-to-date period ended July 29, 2017. We have closed 124 stores in connection with our restructuring program through the second quarter of fiscal 2017, including 20 Boston Proper stores.

Provision for Income Taxes

For the ~~year-to-date period of fiscal~~twenty-six weeks ended July 29, 2017 and July 30, 2016, the effective tax rate was 37.0% and 37.9%, respectively. The income tax provision ~~of $40.1~~was $33.1 million for the twenty-six weeks ended July 29, 2017 and July 30, 2016. This 90 basis point reduction in the effective tax rate ~~of 34.0%~~ primarily ~~reflected the pre-tax net income during the period and the additional tax benefit~~ related to favorable federal and state settlements, partially offset by a 58 basis point charge from the disposition of Boston Proper's stock and the realization of income tax credits in 2016. For the year-to-date period of fiscal 2015, the income tax benefit was $23.1 million. The effective tax rate for the year-to-date period of fiscal 2015 was not comparable to the 34.0% effective tax rate for the year-to-date period of fiscal 2016, primarily due to the tax benefit recorded in fiscal 2015 related to the disposition of Boston Proper's stock and the impactadoption of the ~~Boston Proper goodwill impairment on~~Standard effective the ~~annual effective tax rate.~~first quarter of 2017.

Net Income and Earnings Per Diluted Share

Net income for the year-to-date period ~~of fiscal 2016~~ended July 29, 2017 was ~~$77.7~~$56.3 million, or ~~$0.58~~$0.44 per diluted share, compared to net income of ~~$23.0~~$54.1 million, or ~~$0.16~~$0.41 per diluted share, in last year's year-to-date period. Results for the year-to-date period ~~of fiscal~~ended July 30, 2016 include the impact of restructuring and strategic charges of ~~$19.4~~$12.5 million ~~after-tax,~~after- tax, or ~~$0.15~~$0.09 per diluted, ~~share,~~ primarily related to ~~outside services,~~ severance, proxy solicitation costs partially offset by an additional tax benefit related to the exit of Boston Proper of $4.0 million, or $0.03 per diluted share. Results for the year-to-date period of fiscal 2015 include charges of $76.7 million after tax, or $0.54 per diluted share, related to Boston Proper non-cash goodwill and trade name impairment charges, restructuring and strategic charges, a tax benefit as a result of the disposition of Boston Proper's stock and Boston Proper operating results. The change in earnings per share also reflects the impact of approximately 10.2 million shares repurchased sinceconsulting fees.

Inventories

Inventory at the end of the ~~third~~second quarter of fiscal 2017 totaled $235.2 million compared to $235.6 million in the same period last year. Inventories for the second quarter of fiscal 2017 included a $16.9 million increase due to a change in shipping terms with a supplier.

Liquidity and Capital Resources

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

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

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Operating Activities

Net cash provided by operating activities for the year-to-date period of fiscal ~~2016~~2017 was ~~$144.4~~$67.3 million, ~~an increase~~a decrease of approximately ~~$14.3~~$54.6 million from last year's year-to-date period. This ~~increase~~decrease primarily ~~reflected~~results from the ~~change in working capital, partially offset by lower net income compared to~~settlement of prior year ~~when adjusted~~accruals for ~~non-cash impairment charges~~outside services and severance, the timing of income tax payments, and the ~~deferred tax benefit related to the exit~~impact of ~~Boston Proper, as well as lower stock compensation expense and depreciation and amortization. The change in working capital is primarily due to~~ a decrease in ~~net income tax receivable, improved inventory management and~~ the ~~timing of payables.~~incentive compensation accrual.

Investing Activities

Net cash used in investing activities for the year-to-date period of fiscal ~~2016~~2017 was ~~$35.9~~$18.5 million compared to ~~$12.6~~$25.6 million ~~provided by investing activities~~ in last year's year-to-date ~~period,~~period. This decrease primarily ~~reflecting~~reflected a ~~$79.4~~$7.2 million ~~decrease~~decline in ~~marketable securities related to share repurchases in fiscal 2015. Investing activities in the third quarter of fiscal 2016 included~~ net purchases of property and equipment ~~totaling $35.7 million compared to $66.6 million in the same period last year,~~ consistent with our overall business strategy.

Financing Activities

Net cash used in financing activities for the year-to-date period of fiscal ~~2016~~2017 was ~~$118.1~~$55.7 million compared to ~~$184.9~~$85.7 million in last year's year-to-date period. The decrease in net cash used in financing activities primarily reflects a decrease of ~~$179.2~~$35.6 million in share repurchases, ~~in fiscal 2016 compared to fiscal 2015,~~ partially offset by ~~net~~higher payments on borrowings ~~of $95.0 million~~ under our Credit ~~Agreement in fiscal 2015.~~Agreement.

Store and Franchise Activity

During the fiscal ~~2016~~2017 year-to-date period, we had 819 net store ~~closure,~~closures, consisting of net closures of 108 Chico's ~~and 4~~stores, 9 WHBM stores and ~~openings of 6~~2 Soma stores. Currently, we expect an additional 928 net store closures in fiscal ~~2016,~~2017, reflecting approximately 811 net closures of Chico's stores, 13 net closures of WHBM stores, and 14 net ~~WHBM closure.~~closures of Soma stores. We continuously evaluate the appropriate ~~new~~ store ~~growth rate~~positioning in light of economic conditions and may adjust ~~the growth rate~~our strategy as conditions require or as opportunities arise. As of ~~October~~July 29, ~~2016,~~2017, we also sold merchandise through 8863 Chico's and 30 Soma international franchise locations.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon the condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors and believes the assumptions and estimates, as set forth in our Annual Report on Form 10-K for the fiscal year ended January ~~30, 2016,~~28, 2017, are significant to reporting our results of operations and financial position.

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

~~Other than discussed above, there~~ There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended January ~~30, 2016.~~28, 2017.

~~Table of Contents~~

Forward-Looking Statements

This Form 10-Q may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our current views with respect to certain events that could have an effect on our future financial performance, including but without limitation, statements regarding our plans, objectives, the ~~implementation~~effectiveness of our ~~previously announced~~2016 restructuring ~~program~~ and organizational redesign for improved business performance ~~including our re-balancing of our store fleet and streamlining the headquarter workforce,~~ and the future success of our store concepts. These statements may address items such as future sales 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, expected impact of ongoing litigation, future stock repurchase plans, future plans to pay dividends, future comparable sales, future product sourcing plans, inventory levels, planned marketing expenditures, planned capital expenditures and future cash needs. ~~In addition, from time to time, we may issue press releases and other written communications, and our representatives may make oral statements, which contain forward-looking information.~~

These statements ~~including those in this Form 10-Q and those in press releases or made orally,~~ relate to expectations concerning matters that are not historical fact and may include the words or phrases such as “will,” “should,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “approximately,” “our planning assumptions,” “future outlook,” and similar expressions. Except for historical information, matters discussed in ~~such oral and written statements, including~~ this Form 10-Q are forward-looking statements. These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those currently anticipated. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance and there are a number of known and unknown risks, uncertainties, contingencies, and other factors (many of which are outside our control) that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there is no assurance that our expectations will, in fact, occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described in Item 1A, “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March ~~8, 2016, those described in Item 1A herein,~~7, 2017 and the following:

~~Potential risks and uncertainties include: the~~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 ~~store~~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 ability to remain competitive with customer shipping terms and costs pertaining to product deliveries and returns; 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 and timeliness of merchandise received from suppliers; the ability to efficiently, timely and successfully ~~execute~~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 ~~shopping~~merchandise or marketing initiatives may not deliver the results we anticipate; our ability to successfully navigate the ~~risk~~increasing use of on-line retailers for fashion purchases and the pressure that ~~comparable sales~~puts on traffic and ~~margins will experience fluctuations;~~transactions in our physical stores; the ability to operate our own retail websites in a manner that produces profitable sales; the ability to successfully execute our business ~~strategies;~~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, ~~energize~~motivate and retain qualified sales associates, managerial employees and other employees; the successful integration of our new management team; ~~the ability to achieve the results of our previously announced restructuring program and expense initiatives~~ the ability to respond effectively to actions of activist shareholders and others; the ability to utilize our distribution center and other support facilities in an efficient and effective manner; the ability to ~~establish our websites and operate them in a manner that produces profitable sales and marketing; 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~~results; potential risks and uncertainties that are related to our reliance on sourcing from foreign suppliers, including the impact of ~~work stoppages; transportation delays and other interruptions; political or civil instability; imposition of and~~ changes in tariffs, ~~and~~taxes (such as the passage of a "border adjustment" or similar tax)or other import ~~and export controls such as import quotas;~~regulations; changes in governmental policies in or towards foreign countries; currency exchange rates and other similar ~~factors.~~factors; and the impact of our recent shift to a predominantly FOB (free on board) shipping structure.

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

~~Table of Contents~~



ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk of our financial instruments as of ~~October~~July 29, ~~2016~~2017 has not significantly changed since January ~~30, 2016.~~28, 2017. We are exposed to market risk from changes in interest rates on any future indebtedness and our marketable securities and from foreign currency exchange rate fluctuations.

Our exposure to interest rate risk relates in part to our revolving line of credit with our bank. ~~On May 4,~~In 2015, we entered into a credit agreement, as further discussed in Note 7.8. The Agreement, which matures on May 4, 2020, has borrowing options which accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate plus an interest rate margin, as defined in the Agreement. An increase or decrease in market interest rates of 100 basis points would not have a material effect on annual interest expense.

Our investment portfolio is maintained in accordance with our investment policy which identifies allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. Our investment portfolio consists of cash equivalents and marketable securities including municipal securities, corporate bonds, U.S. government agencies and commercial paper. The marketable securities portfolio as of ~~October~~July 29, ~~2016,~~2017, consisted of ~~$25.4~~$30.5 million of securities with maturity dates within one year or less and ~~$25.0~~$20.4 million with maturity dates over one year and less than or equal to two years. We consider all marketable securities available-for-sale, including those with maturity dates beyond 12 months, and therefore classify these securities as short-term investments within current assets on the condensed consolidated balance sheets as they are available to support current operational liquidity needs. As of ~~October~~July 29, ~~2016,~~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.



ITEM 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Controls

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

~~Table of Contents~~

PART II – OTHER INFORMATION



ITEM 1.	LEGAL PROCEEDINGS

~~Table of Contents~~



ITEM 1A.	RISK FACTORS

In addition to the other information discussed in this report, the factors described in Part I, Item 1A. “Risk Factors” in our ~~2015~~2016 Annual Report on Form 10-K filed with the SEC on March ~~8, 2016~~7, 2017 should be considered as they could materially affect our business, financial condition or future results. ~~Other than as noted below, there~~

There have not been any significant changes with respect to the risks described in our ~~2015~~2016 Form 10-K except as

amended and restated below, but these are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition or operating results.

~~As discussed~~The risk factor listed below updates and supersedes the risk factor associated with our business previously disclosed in ~~Note 3~~Part I, Item 1A. "Risk Factors" in our Notes to Condensed Consolidated Financial Statements, we are currently involved in significant strategic initiatives intended to increase the efficiency and productivity of our business processes. These initiatives require substantial internal change and effort, including reductions and changes in personnel and significant adjustments in how we design and source product and how we ultimately present it to our customers. While we are confident that these initiatives are appropriate2016 Annual Report on Form 10-K 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.~~fiscal year ended January 28, 2017.

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



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 and a shift in customer shipping terms and costs pertaining to product deliveries and returns. If we do not identify and respond to these emerging trends in consumer spending as well as the shift in shopping preferences from brick-and-mortar stores to online e-commerce channels, we may harm our ability to retain our existing customers or attract new customers. Increased competition in any of these areas may result in higher costs or otherwise reduce our sales or operating margins.

Table of Contents



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

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

Period Total
Number of
Shares
Purchased (a) Average Price
Paid per Share Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans (b) Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under
the Publicly
Announced Plans
July 31, 2016 - August 27, 2016 1,899
$ 11.66
—
$ 203,706
August 28, 2016 - October 1, 2016 57,168
12.32
—
203,706
October 2, 2016 - October 29, 2016 1,651,538
12.13
1,651,440
183,673
Total 1,710,605
12.14
1,651,440
183,673



Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Publicly Announced Plans
April 30, 2017 - May 27, 2017	6,716	$	13.87	—	$	154,144
May 28, 2017 - July 1, 2017	1,214,992		9.39	1,193,300		142,941
July 2, 2017 - July 29, 2017	—		—	—		142,941
Total	1,221,708		9.41	1,193,300

(a) Total number of shares purchased includes ~~59,165~~28,408 shares of restricted stock repurchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan.

(b) In November 2015, we announced a $300.0 million share repurchase plan. There was approximately ~~$183.7~~$142.9 million remaining under the program as of the end of the ~~third~~second quarter. The repurchase program has no specific termination date and will expire when we have repurchased all securities authorized for repurchase thereunder, unless terminated earlier by our Board of Directors.

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ITEM 5.	OTHER INFORMATION

On November 17, 2016, the Company amended and restated the Company's Amended and Restated Bylaws (the "Bylaws") to add proxy access and to make other updates to the Bylaws (the “Amendments”), effective November 17, 2016. The Amendments include a new provisions Section 2.05 to the Bylaws that permits a stockholder, or a group of up to 20 stockholders, owning at least 3% of the number of outstanding shares of common stock of the Company continuously for at least three years, to includeAs previously disclosed in the Company’s ~~annual meeting~~Current Report on Form 8-K, filed with the SEC on June 27, 2017 (the “Prior Form 8-K”), the Company’s 2018 Annual Meeting of Shareholders is currently expected to be held on June 21, 2018. The deadlines for receipt of shareholder proposals and director nominations (including proxy access director nominations) for the 2018 Annual Meeting of Shareholders have not changed from the deadlines previously disclosed in the Company’s proxy materials ~~director nominees constituting up to 20%~~for the 2017 Annual Meeting of Shareholders, filed with the ~~Board, provided that the stockholder(s)~~SEC on May 5, 2017, and ~~the nominee(s) satisfy certain notice and other requirements specified~~ in the ~~Bylaws.~~Prior Form 8-K.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended, a copy of which is attached hereto as Exhibit 3.1 to this Form 10-Q.

On November 22, 2016, we announced that its Board of Directors declared a quarterly cash dividend of $0.08 per share of its common stock, a 3.2% increase over the dividend rate from November 2015. The dividend is payable on December 19, 2016 to Chico’s FAS shareholders of record at the close of business on December 5, 2016.



ITEM 6.	EXHIBITS


(a)	The following documents are filed as exhibits to this Quarterly Report on Form ~~10-Q:~~10-Q (exhibits marked with an asterisk have been previously filed with the Commission as indicated and are incorporated herein by this reference):



	Exhibit ~~3.1~~10.1		Form of Amended and Restated ~~Bylaws~~

	~~Exhibit 3.2~~		~~Amended~~2012 Omnibus Stock and ~~Restated Articles of Incorporation~~

	~~Exhibit 10.1~~		~~Amended~~Incentive Plan Restricted Stock Agreement ~~(Non-Soma Officers)~~for Employees (for awards on or after June 22, 2017)

	Exhibit 10.2		Form of Amended and Restated 2012 Omnibus Stock and Incentive Plan Restricted Stock Agreement ~~(Soma Officers)~~for Non-Employee Directors (for awards on or after June 22, 2017)

	Exhibit 10.3		Form of Amended and Restated 2012 Omnibus Stock and Incentive Plan Restricted Stock Unit Agreement for Non-Employee Directors (for awards on or after June 22, 2017)

	Exhibit 10.4		Amended Indemnification Agreement with Shelley G. Broader, dated June 19, 2017

	Exhibit 10.5		Amended Indemnification Agreement with Todd E. Vogensen, dated July 6, 2017

	Exhibit 10.6		Indemnification Agreement with Susan S. Lanigan, dated June 28, 2017

	Exhibit 10.55*		Chico's FAS, Inc. Amended and Restated 2012 Omnibus Stock and Incentive Plan (filed as Exhibit 10.55 to the Company's Form 8-K as filed with the Commission on June 27, 2017)

	Exhibit 31.1		Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer

	Exhibit 31.2		Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer

	Exhibit 32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	Exhibit 32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	Exhibit 101.INS		XBRL Instance Document

	Exhibit 101.SCH		XBRL Taxonomy Extension Schema Document

	Exhibit 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

	Exhibit 101.DEF		XBRL Taxonomy Definition Linkbase Document

	Exhibit 101.LAB		XBRL Taxonomy Extension Label Linkbase Document

	Exhibit 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			CHICO’S FAS, INC.

Date:	~~November 22, 2016~~August 31, 2017	By:	/s/ Shelley G. Broader
			Shelley G. Broader
			Chief Executive Officer, President and Director

Date:	~~November 22, 2016~~August 31, 2017	By:	/s/ Todd E. Vogensen
			Todd E. Vogensen
			Executive Vice President, Chief Financial Officer and Assistant Corporate Secretary

Date:	~~November 22, 2016~~August 31, 2017	By:	/s/ David M. Oliver
			David M. Oliver
			Group Vice President Finance, - Controller and Chief Accounting Officer



	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales

Thirteen Weeks Ended October 31, 2015
Net sales	$	641,219	100.0	$	—		$	—		$	4,214	$	645,433	100.0
Cost of goods sold	290,737		45.3	8,760			96,773			—		396,270		61.4
Gross Margin	350,482		54.7	(8,760		)	(96,773		)	4,214		249,163		38.6
Selling, general and administrative expenses	327,575		51.1	(8,760		)	(96,773		)	4,214		226,256		35.1

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company