FORT MYERS, Fla., Nov. 22, 2016 /PRNewswire/ --

Cost Reduction and Operating Efficiency Initiatives Drive Significant Earnings Growth


    --  GAAP earnings per share up $0.27 to $0.18 compared to last year
    --  Non-GAAP earnings per share up $0.07, or 54%, to $0.20 compared to last
        year
    --  Company on track to deliver double digit operating margin

Chico's FAS, Inc. (NYSE: CHS) today announced its financial results for the fiscal 2016 third quarter and thirty-nine weeks ended October 29, 2016.

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For the thirteen weeks ended October 29, 2016 ("the third quarter"), the Company reported net income 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, for the thirteen weeks ended October 31, 2015. The Company reported third quarter 2016 adjusted net income of $26.4 million, or $0.20 adjusted earnings per diluted share, compared to adjusted net income of $17.7 million, or $0.13 adjusted earnings per diluted share, in last year's third quarter. The adjusted results exclude EPS net charges of $0.02 in 2016 and $0.22 in 2015 related to restructuring and strategic charges and Boston Proper, as presented in the accompanying GAAP to non-GAAP reconciliation.

For the thirty-nine weeks ended October 29, 2016, the Company reported net income of $77.7 million, or $0.58 per diluted share, compared to net income of $23.0 million, or $0.16 per diluted share, for the thirty-nine weeks ended October 31, 2015. The Company reported adjusted net income of $93.2 million, or $0.70 adjusted earnings per diluted share, compared to adjusted net income of $99.7 million, or $0.70 adjusted earnings per diluted share, in 2015. The adjusted results exclude EPS net charges of $0.12 in 2016 and $0.54 in 2015 related to restructuring and strategic charges and Boston Proper, as presented in the accompanying GAAP to non-GAAP reconciliation.

Shelley Broader, CEO and President, said, "Our third quarter earnings exceeded expectations. As a result of our efforts to transform Chico's FAS for the future, we were able to achieve significant earnings growth and are demonstrating considerable progress toward our goal of double digit operating margin. We are fully engaged in the implementation of our cost reduction and operating efficiency initiatives, and our continued progress reinforces our confidence in the company's strategic plan. The improvements across the organization, additional recent hires, customers' positive response to new merchandising initiatives, and other brand specific actions underway are re-energizing the company and fortifying our foundation for revenue and earnings growth and sustainable value creation."

Net Sales

For the third quarter, net sales were $596.9 million compared to $645.4 million in last year's third quarter. This decrease of 7.5% included $18.7 million related to Boston Proper. When excluding Boston Proper from fiscal 2015, net sales decreased 4.8%, primarily reflecting a decline in comparable sales of 4.9%, comprised of reduced transaction count and lower average dollar sale. Third quarter average unit retail increased with a decline in promotional activity.

Comparable Sales



                                         Thirteen Weeks Ended                         Thirty-Nine Weeks Ended
                                         --------------------

                             October 29, 2016                 October 31, 2015 October 29, 2016               October 31, 2015
                             ----------------                 ---------------- ----------------               ----------------

    Chico's                                          (5.6)%                              (4.7)%                                (5.4)% (2.1)%

    White House Black Market                         (5.5)%                              (2.0)%                                (3.5)% (0.8)%
                                                                                                                                 0.6%
    Soma                                               0.4%                              (0.9)%                                         3.6%

    Total Company                                    (4.9)%                              (3.3)%                                (4.0)% (1.0)%

Gross Margin

For the third quarter, gross margin was $230.3 million, or 38.6%, compared to $249.2 million, or 38.6%, in last year's third quarter. When excluding Boston Proper from fiscal 2015, gross margin decreased 40 basis points in fiscal 2016 compared to gross margin of $244.2 million, or 39.0% last year. This 40 basis point decrease from the 2015 adjusted gross margin rate primarily reflects an improvement in merchandise margin, which was more than offset by deleverage of occupancy costs and incentive compensation.

Selling, General and Administrative Expenses

For the third quarter, selling, general and administrative expenses ("SG&A") were $188.4 million, or 31.6%, compared to $226.3 million, or 35.1% last year. When excluding Boston Proper from fiscal 2015, SG&A decreased $27.3 million, or 280 basis points, compared to $215.6 million, or 34.4% last year. This $27.3 million decrease is primarily due to a reduction in unproductive marketing spend and savings in store labor, partially offset by an increase in incentive compensation.

Restructuring and Strategic Charges

For the third quarter, the Company recorded pre-tax restructuring and strategic charges of $10.8 million, primarily consisting of outside services related to cost reduction and operating efficiency initiatives (the "Initiatives"). On an after-tax basis, the impact of these charges was $6.8 million, or $0.05 per diluted share.

Income Tax Expense

For the third quarter, the effective tax rate of 22.9% reflected an additional tax benefit on the disposition of Boston Proper's stock and the recognition of additional income tax credits. Excluding the additional tax benefit, 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.

Inventories

At the end of the third quarter of 2016, inventories totaled $261.3 million compared to $269.0 million last year. When excluding Boston Proper store inventories from fiscal 2015, inventories decreased $6.0 million, or 2.2%, in the third quarter of fiscal 2016 compared to $267.3 million last year, primarily reflecting improved inventory management.

Share Repurchase Program

During the third quarter of fiscal 2016, the Company repurchased 1.7 million shares for $20.0 million, at an average of $12.13 per share, under its $300.0 million share repurchase program announced in November 2015, with $183.7 million remaining under the program.

Changes in Presentation

Commencing in fiscal 2016, store occupancy expenses and shipping expenses, historically presented in SG&A, are being presented in Cost of Goods Sold. The Company believes that these costs represent direct costs associated with the sale of its merchandise, and these changes better align the Company with its peers and better reflect how the business operates. Additionally, shipping revenue, historically presented in SG&A, is being presented in Net Sales. These adjustments were made retrospectively and all periods presented conform with this presentation.

Fiscal 2016 Fourth Quarter Outlook

The fiscal 2016 fourth quarter outlook excludes Boston Proper for comparability purposes. The Company is anticipating a low single digit comparable sales decline in the fourth quarter compared to last year. We expect improvement in merchandise margin to be more than offset by occupancy deleverage, resulting in a reduction in gross margin rate. We continue to make progress on our Initiatives and expect a decrease in SG&A as a percent of sales; however, the reduction in marketing spend will be at a lower level than recognized in the third quarter. Fourth quarter total inventory is planned to be lower than last year.

ABOUT CHICO'S FAS, INC.

The Company, through its brands - Chico's, White House Black Market, and Soma is a leading omni-channel specialty retailer of women's private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing items.

As of October 29, 2016, the Company operated 1,510 stores in the US and Canada and sold merchandise through franchise locations in Mexico. The Company's merchandise is also available at www.chicos.com, www.whbm.com, and www.soma.com. For more detailed information on Chico's FAS, Inc., please go to our corporate website at www.chicosfas.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Some statements herein may be "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our current views with respect to certain events that could have an effect on our future financial performance, including but without limitation, statements regarding our plans, objectives, and the future success of our store concepts, the implementation and success of our previously announced restructuring program and organizational redesign, and the implementation and success of our strategies to increase the our brands' sales volume and profitability through four previously announced focus areas. These statements may address items such as expectations for future sales, gross margin, SG&A (particularly estimated expected savings), operating margin, inventory levels, comparable store sales and cash needs, as well as, planned store openings, closings and expansions. These statements relate to expectations concerning matters that are not historical fact and may include the words or phrases such as "expects," "believes," "anticipates," "plans," "estimates," "approximately," "our planning assumptions," "future outlook," and similar expressions. Except for historical information, matters discussed in such oral and written statements 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, we cannot guarantee their accuracy or our future 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, general economic and business conditions, conditions in the specialty retail or apparel industries, the availability of quality store sites, the ability to successfully execute our business strategies, the ability to achieve the results of our restructuring program, the ability to achieve the results of our four focus areas, particularly the results expected from our current strategic projects related to those focus areas, the integration of our new management team, and those other factors described in Item 1A, "Risk Factors" and in the "Forward-Looking Statements" disclosure in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-K. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward-looking statements will occur. Investors using forward-looking statements are encouraged to review the Company's latest annual report on Form 10-K, its filings on Form 10-Q, management's discussion and analysis in the Company's latest annual report to stockholders, the Company's filings on Form 8-K, and other federal securities law filings for a description of other important factors that may affect the Company's business, results of operations and financial condition. 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 Company does not undertake to publicly update or revise its forward looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

(Financial Tables Follow)

Executive Contact:
Jennifer Powers
Vice President - Investor Relations
Chico's FAS, Inc.
(239) 346-4199




                                                                                                                                   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

                                                    October 29, 2016                         October 31, 2015                        October 29, 2016                          October 31, 2015

                                               Amount                   % of                    Amount                    % of                    Amount                  % of                  Amount         % of
                                                                     Sales                                              Sales                                          Sales                                Sales
                                                                                                                                                                                                              -----

    Net sales:

    Chico's                                                $312,203                            52.3                                      $333,421                               51.7                               $995,067          53.0                           $1,058,697  52.2

    White House Black Market                    210,389                                35.2                      220,965                                  34.2                            633,420                       33.8       659,682                     32.5

    Soma                                         74,320                                12.5                       72,349                                  11.2                            247,134                       13.2       240,347                     11.8

    Boston Proper                                     -                                0.0                       18,698                                   2.9                                  -                       0.0        70,299                      3.5
                                                    ---                                ---                       ------                                   ---                                ---                       ---        ------                      ---

    Total net sales                             596,912                               100.0                      645,433                                 100.0                          1,875,621                      100.0     2,029,025                    100.0

    Cost of goods sold                          366,618                                61.4                      396,270                                  61.4                          1,142,182                       60.9     1,219,543                     60.1
                                                -------                                ----                      -------                                  ----                          ---------                       ----     ---------                     ----

    Gross margin                                230,294                                38.6                      249,163                                  38.6                            733,439                       39.1       809,482                     39.9

    Selling, general and administrative
     expenses                                   188,350                                31.6                      226,256                                  35.1                            583,117                       31.1       661,491                     32.6

    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
                                                 ------                                 ---                        -----                                   ---                             ------                        ---        ------                      ---

    Income (loss) from operations                31,124                                 5.2                     (25,744)                                (4.0)                           119,295                        6.4         1,358                      0.1

    Interest expense, net                         (526)                              (0.1)                       (466)                                (0.1)                           (1,474)                     (0.1)      (1,421)                   (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
                                                            =======                             ===                                      ========                               ====                                =======           ===                              =======   ===

    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
                                                              =====                                                           ======                                                                  =====                                 =====

    Weighted average common shares
     outstanding-basic                          128,753                                                 136,172                                                   129,830                                          139,386
                                                =======                                                 =======                                                   =======                                          =======

    Weighted average common and common
     equivalent shares outstanding-diluted      128,996                                                 136,172                                                   129,999                                          139,724
                                                =======                                                 =======                                                   =======                                          =======

    Dividends declared per share                      $                    -                                                    $                     -                                                     $0.2400                               $0.2325
                                                    ===                  ===                                                  ===                   ===                                                     =======                               =======



                                                                                                    Chico's FAS, Inc. and Subsidiaries

                                                                                                  Condensed Consolidated Balance Sheets

                                                                                                               (Unaudited)

                                                                                                              (in thousands)


                                                            October 29, 2016                           January 30, 2016                   October 31, 2015
                                                            ----------------                         ----------------                  ----------------


                                                                 ASSETS

    Current Assets:

    Cash and cash equivalents                                                             $80,331                                                  $89,951               $91,256

    Marketable securities, at fair value                                        50,411                              50,194                                     47,316

    Inventories                                                                261,341                             233,834                                    268,968

    Prepaid expenses and other current assets                                   46,635                              45,660                                     55,149

    Income taxes 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

    Property and Equipment, net                                                495,587                             550,953                                    556,172

    Other Assets:

    Goodwill                                                                    96,774                              96,774                                     96,774

    Other intangible assets, net                                                38,930                              38,930                                     38,930

    Other assets, net                                                           18,382                              14,074                                     40,622
                                                                                ------                              ------                                     ------

    Total Other Assets                                                         154,086                             149,778                                    176,326
                                                                               -------                             -------                                    -------

                                                                                       $1,110,313                                               $1,166,052            $1,253,214
                                                                                       ==========                                               ==========            ==========


                                                  LIABILITIES AND STOCKHOLDERS' EQUITY

    Current Liabilities:

    Accounts payable                                                                     $125,532                                                 $129,343              $147,526

    Current debt                                                                10,000                              10,000                                     10,000

    Other current and deferred liabilities                                     148,706                             158,788                                    140,557

    Liabilities held for sale                                                        -                                  -                                     8,478
                                                                                   ---                                ---                                     -----

    Total Current Liabilities                                                  284,238                             298,131                                    306,561

    Noncurrent Liabilities:

    Long-term debt                                                              74,768                              82,219                                     84,702

    Deferred liabilities                                                       122,848                             130,743                                    135,390

    Deferred taxes                                                               9,320                              15,171                                     20,385
                                                                                 -----                              ------                                     ------

    Total Noncurrent Liabilities                                               206,936                             228,133                                    240,477

    Commitments and Contingencies

    Stockholders' Equity:

    Preferred stock                                                                  -                                  -                                         -

    Common stock                                                                 1,301                               1,355                                      1,394

    Additional paid-in capital                                                 445,787                             435,881                                    429,746

    Treasury stock, at cost                                                  (366,081)                          (289,813)                                  (249,854)

    Retained earnings                                                          538,134                             492,325                                    524,244

    Accumulated other comprehensive (loss) income                                  (2)                                 40                                        646
                                                                                   ---                                 ---                                        ---

    Total Stockholders' Equity                                                 619,139                             639,788                                    706,176
                                                                               -------                             -------                                    -------

                                                                                       $1,110,313                                               $1,166,052            $1,253,214
                                                                                       ==========                                               ==========            ==========




                                                        Chico's FAS, Inc. and Subsidiaries

                                                   Condensed Consolidated Cash Flow Statements

                                                                   (Unaudited)

                                                                  (in thousands)


                                                                               Thirty-Nine Weeks Ended

                                                                     October 29, 2016               October 31, 2015
                                                                     ----------------               ----------------

    Cash Flows From Operating Activities:

    Net income                                                                            $77,721                               $23,037

    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

    Loss on disposal and impairment of property
     and equipment                                                              6,434                                    22,609

    Deferred tax benefit                                                      (8,098)                                 (52,623)

    Stock-based compensation expense                                           15,483                                    20,712

    Excess tax benefit from stock-based
     compensation                                                               (322)                                  (2,992)

    Deferred rent and lease credits                                          (14,264)                                 (15,018)

    Changes in assets and liabilities:

    Inventories                                                              (27,506)                                 (44,811)

    Prepaid expenses and accounts receivable                                  (6,237)                                 (12,024)

    Income tax receivable                                                      25,755                                  (15,629)

    Accounts payable                                                          (3,789)                                    7,377

    Accrued and other liabilities                                             (3,391)                                  (3,300)
                                                                               ------                                    ------

    Net cash provided by operating activities                                 144,371                                   130,059
                                                                              -------                                   -------

    Cash Flows From Investing Activities:

    Purchases of marketable securities                                       (43,266)                                 (43,479)

    Proceeds from sale of marketable securities                                43,058                                   122,712

    Purchases of property and equipment, net                                 (35,663)                                 (66,595)
                                                                              -------                                   -------

    Net cash (used in) provided by investing
     activities                                                              (35,871)                                   12,638
                                                                              -------                                    ------

    Cash Flows From Financing Activities:

    Proceeds from borrowings                                                        -                                  124,000

    Payments on borrowings                                                    (7,500)                                 (29,000)

    Proceeds from issuance of common stock                                      2,363                                    10,614

    Excess tax benefit from stock-based
     compensation                                                                 322                                     2,992

    Dividends paid                                                           (31,936)                                 (32,933)

    Repurchase of common stock                                               (81,324)                                (260,555)
                                                                              -------                                  --------

    Net cash used in financing activities                                   (118,075)                                (184,882)
                                                                             --------                                  --------

    Effects of exchange rate changes on cash and
     cash equivalents                                                            (45)                                       90
                                                                                  ---                                       ---

    Net decrease in cash and cash equivalents                                 (9,620)                                 (42,095)

    Cash and Cash Equivalents, Beginning of period                             89,951                                   133,351
                                                                               ------                                   -------

    Cash and Cash Equivalents, End of period                                              $80,331                               $91,256
                                                                                          =======                               =======

Supplemental Detail on Earnings Per Share Calculation

In accordance with 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 the Company, participating securities are composed entirely of unvested restricted stock awards and performance-based restricted stock units ("PSUs") that have met their relevant performance criteria.

Earnings per share is determined using the two-class method when it is more dilutive than the treasury stock method. Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the dilutive effect of potential common shares from non-participating securities such as stock options and PSUs. For the thirty-nine weeks ended October 29, 2016 and October 31, 2015, potential common shares were excluded from the computation of diluted EPS to the extent they were antidilutive.

The following unaudited table sets forth the computation of basic and diluted earnings per share 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
                                                                                           --------------------

                                                                               October 29, 2016               October 31, 2015  October 29, 2016               October 31, 2015
                                                                               ----------------               ----------------  ----------------               ----------------


    Numerator

    Net income (loss)                                                                               $23,598                             $(11,610)                               $77,721   $23,037

    Net income and dividends declared allocated to participating securities               (502)                              -                       (1,677)                     (492)
                                                                                           ----                             ---                        ------                       ----

    Net income (loss) available to common shareholders                                              $23,096                             $(11,610)                               $76,044   $22,545
                                                                                                    =======                              ========                                =======   =======


    Denominator

    Weighted average common shares outstanding - basic                                  128,753                         136,172                        129,830                    139,386

    Dilutive effect of non-participating securities                                         243                               -                           169                        338
                                                                                            ---                             ---                           ---                        ---

    Weighted average common and common equivalent shares outstanding - diluted          128,996                         136,172                        129,999                    139,724
                                                                                        =======                         =======                        =======                    =======


    Net income (loss) per common share(1)

    Basic                                                                                             $0.18                               $(0.09)                                 $0.59     $0.16
                                                                                                      =====                                ======                                  =====     =====

    Diluted                                                                                           $0.18                               $(0.09)                                 $0.58     $0.16
                                                                                                      =====                                ======                                  =====     =====

((1) )Due to the differences between quarterly and year-to-date weighted average share counts and the effect of quarterly rounding to the nearest cent per diluted share, the year-to-date calculation of generally accepted accounting principles ("GAAP") diluted EPS may not equal the sum of the quarters.

SEC Regulation G - The Company reports its consolidated financial results in accordance with GAAP. However, to supplement these consolidated financial results, management believes that certain non-GAAP results, which exclude charges and results related to non-continuing Boston Proper operations as well as certain strategic charges, may provide a more meaningful measure on which to compare the Company's results of operations between periods. The Company believes these non-GAAP results provide useful information to both management and investors by excluding certain expenses that impact the comparability of the results.

A reconciliation of net income and earnings per diluted share on a GAAP basis to net income and earnings per diluted share on a non-GAAP adjusted basis is presented in the table below:


                                                                             Chico's FAS, Inc. and Subsidiaries

                                                            GAAP to Non-GAAP Reconciliation of Net Income (Loss) and Diluted EPS

                                                                                        (Unaudited)

                                                                          (in thousands, except per share amounts)


                                                                              Thirteen Weeks Ended                                         Thirty-Nine Weeks Ended

                                                                  October 29, 2016               October 31, 2015               October 29, 2016               October 31, 2015
                                                                  ----------------               ----------------               ----------------               ----------------

    Net income (loss): (1)
    ---------------------

    GAAP basis                                                                         $23,598                                                      $(11,610)                       $77,721   $23,037

    Goodwill and other intangible impairment charges                             -                                     23,859                                                  -     70,985

    Restructuring and strategic charges                                      6,806                                       1,948                                             19,422      21,225

    Boston Proper operating loss                                                 -                                      3,502                                                  -      8,239

    Tax benefit related to the disposition of Boston Proper                (3,979)                                          -                                           (3,979)   (23,779)
                                                                            ------                                         ---                                            ------     -------

    Non-GAAP adjusted basis                                                            $26,425                                                        $17,699                        $93,164   $99,707
                                                                                       =======                                                        =======                        =======   =======


    Net income (loss) per diluted share: (1) (2)
    -------------------------------------------

    GAAP basis                                                                           $0.18                                                        $(0.09)                         $0.58     $0.16

    Goodwill and other intangible impairment charges                          0.00                                        0.18                                               0.00        0.50

    Restructuring and strategic charges                                       0.05                                        0.01                                               0.15        0.15

    Boston Proper operating loss                                              0.00                                        0.03                                               0.00        0.06

    Tax benefit related to the disposition of Boston Proper                 (0.03)                                       0.00                                             (0.03)     (0.17)

    Non-GAAP adjusted basis                                                              $0.20                                                          $0.13                          $0.70     $0.70
                                                                                         =====                                                          =====                          =====     =====

((1)) All adjustments to net income (loss) are presented net of tax.

((2)) Due to the differences between quarterly and year-to-date weighted average share counts and the effect of quarterly rounding to the nearest cent per diluted share, the year-to-date calculation of non-GAAP diluted EPS may not equal the sum of the quarters.

SEC Regulation G - The Company reports its consolidated financial results in accordance with GAAP. However, to supplement these consolidated financial results, management believes that certain non-GAAP results, which exclude results from non-continuing Boston Proper operations, may provide a more meaningful measure on which to compare the Company's results of operations between periods.

The tables below present a reconciliation of selected consolidated financial data on a GAAP basis to selected consolidated financial data on a non-GAAP adjusted basis, reflecting certain adjustments as identified in the footnotes to the table and excluding Boston Proper:


                                                                                Chico's FAS, Inc. and Subsidiaries

                                                 Fiscal 2015 Reconciliation of Reported to Adjusted Selected Non-GAAP Consolidated Financial Data

                                                                                           (Unaudited)

                                                                                          (in thousands)


                                                                                           As Reported


                                                                                      Thirteen Weeks Ended                       Thirty-Nine Weeks Ended
                                                                                      --------------------                       -----------------------

                                                                                        October 31, 2015                            October 31, 2015

                                                                                  Amount                 % of Sales                     Amount                     % of Sales
                                                                                  ------                 ----------                     ------                     ----------

    Net Sales                                                                                 $641,219                     100.0                                       $2,014,909                       100.0

    Cost of goods sold                                                             290,737                      45.3                             902,689                                 44.8
                                                                                   -------                      ----                             -------                                 ----

    Gross margin                                                                   350,482                      54.7                           1,112,220                                 55.2

    Selling, general and administrative expenses                                   327,575                      51.1                             964,229                                 47.9

    Subtotal                                                                        22,907                       3.6                             147,991                                  7.3
                                                                                    ------                       ---                             -------                                  ---


                                                                                    Boston Proper


                                                                                      Thirteen Weeks Ended                       Thirty-Nine Weeks Ended
                                                                                      --------------------                       -----------------------

                                                                                        October 31, 2015                            October 31, 2015

                                                                                  Amount                 % of Sales                     Amount                     % of Sales
                                                                                  ------                 ----------                     ------                     ----------

    Net Sales                                                                                  $17,312                                100.0                                          $65,301                      100.0

    Cost of goods sold                                                              11,486                                  66.3                              38,073                               58.3
                                                                                    ------                                  ----                              ------                               ----

    Gross margin                                                                     5,826                                  33.7                              27,228                               41.7

    Selling, general and administrative expenses                                    11,466                                  66.2                              40,495                               62.0

    Subtotal                                                                       (5,640)                               (32.5)                           (13,267)                            (20.3)
                                                                                    ------                                 -----                             -------                              -----


                                                                         Adjustments, excluding Boston Proper


                                                                                      Thirteen Weeks Ended                       Thirty-Nine Weeks Ended
                                                                                      --------------------                       -----------------------

                                                                                        October 31, 2015                            October 31, 2015

                                                                                  Amount                 % of Sales                     Amount                     % of Sales
                                                                                  ------                 ----------                     ------                     ----------

    Net Sales(1)                                                                                $2,828                                  0.4                                           $9,118                        0.5

    Store occupancy expense(2)                                                      95,583                                  14.8                             284,141                               14.1

    Shipping expense(3)                                                              7,710                                   1.2                              23,504                                1.2
                                                                                     -----                                   ---                              ------                                ---

    Cost of goods sold                                                             103,293                                  16.0                             307,645                               15.3


    Gross margin                                                                 (100,465)                               (15.6)                          (298,527)                             (14.8)
                                                                                  --------                                 -----                            --------                              -----

    Selling, general and administrative expenses                                 (100,465)                               (15.6)                          (298,527)                             (14.8)

    Subtotal                                                                             -                                             -                                    -                                   -
                                                                                       ---                                           ---                                  ---                                 ---


                                                                                As Adjusted, Non-GAAP


                                                                                      Thirteen Weeks Ended                       Thirty-Nine Weeks Ended
                                                                                      --------------------                       -----------------------

                                                                                        October 31, 2015                            October 31, 2015

                                                                                  Amount                 % of Sales                     Amount                     % of Sales
                                                                                  ------                 ----------                     ------                     ----------

    Net Sales                                                                                 $626,735                                100.0                                       $1,958,726                      100.0

    Cost of goods sold                                                             382,544                                  61.0                           1,172,261                               59.8
                                                                                   -------                                  ----                           ---------                               ----

    Gross margin                                                                   244,191                                  39.0                             786,465                               40.2

    Selling, general and administrative expenses                                   215,644                                  34.4                             625,207                               31.9

    Subtotal                                                                        28,547                                   4.6                             161,258                                8.3
                                                                                    ------                                   ---                             -------                                ---

((1) )Adjustments to net sales represent the correction of an immaterial error in the classification of shipping revenue, which was previously classified within SG&A.

((2)) Adjustments to store occupancy expense represent the reclassification of store occupancy expenses, which were previously classified within SG&A.

((3) )Adjustments to shipping expense represent a change in accounting policy to present shipping expenses within cost of goods sold, which were previously reported within SG&A.


                                        Chico's FAS, Inc. and Subsidiaries

                                          Store Count and Square Footage

                                      Thirteen Weeks Ended October 29, 2016

                                                   (Unaudited)


                                                      July 30,              New Stores   Closures    October 29,
                                                           2016                                               2016
                                                           ----                                               ----

    Store count:

    Chico's frontline boutiques                             599                        1         (6)            594

    Chico's outlets                                         117                        -          -            117

    Chico's Canada                                            4                        -          -              4

    WHBM frontline boutiques                                427                        -        (2)            425

    WHBM outlets                                             71                        -          -             71

    WHBM Canada                                               6                        -          -              6

    Soma frontline boutiques                                274                        -          -            274

    Soma outlets                                             19                        -          -             19

    Total Chico's FAS, Inc.                               1,517                        1         (8)          1,510
                                                          =====                      ===         ===           =====



                                                      July 30,              New Stores   Closures        Other       October 29,
                                                           2016                                        changes in             2016
                                                                                                        SSF
                                                                                                                              ---

    Net selling square footage (SSF):

    Chico's frontline boutiques                       1,638,071                    2,444    (16,562)            279        1,624,232

    Chico's outlets                                     293,646                        -          -              -         293,646

    Chico's Canada                                        9,695                        -          -              -           9,695

    WHBM frontline boutiques                            993,320                        -    (3,247)            196          990,269

    WHBM outlets                                        148,457                        -          -              -         148,457

    WHBM Canada                                          14,891                        -          -              -          14,891

    Soma frontline boutiques                            517,994                        -          -              -         517,994

    Soma outlets                                         35,637                        -          -              -          35,637

    Total Chico's FAS, Inc.                           3,651,711                    2,444    (19,809)            475        3,634,821
                                                      =========                    =====     =======             ===        =========

As of October 29, 2016 the Company also sold merchandise through 88 international franchise locations, comprised of 7 Chico's stand-alone boutiques, 50 Chico's shop-in-shops, and 31 Soma shop-in-shops.


                                         Chico's FAS, Inc. and Subsidiaries

                                           Store Count and Square Footage

                                      Thirty-Nine Weeks Ended October 29, 2016

                                                     (Unaudited)


                                                     January 30,               New Stores   Closures    October 29,
                                                             2016                                                2016
                                                             ----                                                ----

    Store count:

    Chico's frontline boutiques                               604                         3        (13)            594

    Chico's outlets                                           117                         -          -            117

    Chico's Canada                                              4                         -          -              4

    WHBM frontline boutiques                                  429                         3         (7)            425

    WHBM outlets                                               71                         -          -             71

    WHBM Canada                                                 6                         -          -              6

    Soma frontline boutiques                                  269                         6         (1)            274

    Soma outlets                                               18                         1           -             19

    Total Chico's FAS, Inc.                                 1,518                        13        (21)          1,510
                                                            =====                       ===         ===           =====



                                                     January 30,               New Stores   Closures        Other       October 29,
                                                             2016                                         changes in             2016
                                                                                                           SSF
                                                                                                                                 ---

    Net selling square footage (SSF):

    Chico's frontline boutiques                         1,652,991                     7,556    (35,960)          (355)       1,624,232

    Chico's outlets                                       293,646                         -          -              -         293,646

    Chico's Canada                                          9,695                         -          -              -           9,695

    WHBM frontline boutiques                              991,164                     6,921    (13,547)          5,731          990,269

    WHBM outlets                                          148,457                         -          -              -         148,457

    WHBM Canada                                            14,891                         -          -              -          14,891

    Soma frontline boutiques                              507,805                    11,008     (1,562)            743          517,994

    Soma outlets                                           33,792                     1,845           -              -          35,637

    Total Chico's FAS, Inc.                             3,652,441                    27,330    (51,069)          6,119        3,634,821
                                                        =========                    ======     =======           =====        =========

As of October 29, 2016 the Company also sold merchandise through 88 international franchise locations, comprised of 7 Chico's stand-alone boutiques, 50 Chico's shop-in-shops, and 31 Soma shop-in-shops.

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SOURCE Chico's FAS, Inc.