Robert Atkinson – Vice President, Investor Relations Dave Dyer – President and Chief Executive Officer Pam Knous – Chief Financial Officer

Paul Alexander – Bank of America-Merrill Lynch Adrienne Tennant – Janney Capital Markets Betty Chen – Wedbush Securities Margaret Whitfield – Sterne, Agee Janet Kloppenburg – JJK Research Sam Panella – Raymond James Stacy Pak – Barclays Capital Edward Yruma – KeyBanc Capital Markets Tracy Kogan – Nomura Marni Shapiro – The Retail Tracker Neely Tamminga – Piper Jaffray Jennifer Black – Jennifer Black & Associates Michelle Tan – Goldman Sachs Richard Jaffe – Stifel Nicolaus Simeon Siegel – JPMorgan Liz Pierce – Roth Capital Partners Laura Ross – Morgan Stanley Wayne Archambo – Monarch Partners Travis Williams – Stephens

Greetings, and welcome to the Chico’s FAS Incorporated Second Quarter 2011 Sales and Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. It is now my pleasure to introduce your host, Mr. Robert Atkinson, Vice President of Investor Relations for Chico’s FAS. As a reminder, this conference is being recorded. Thank you. Mr. Atkinson, you may begin. Robert Atkinson – Vice President, Investor Relations: Thanks, Marie, and good morning, everyone. Welcome to Chico’s FAS second quarter earnings conference call and webcast. Dave Dyer, Kent Kleeberger, and Pam Knous with Chico’s FAS and Sheryl Clark with Boston Proper are with me here at our National Store Support Center in Fort Meyers. Before Dave begins his executive overview, I must remind you of our Safe Harbor statement. Certain statements made this morning including without limitations, statements addressing the beliefs, plans, objectives, estimates or expectations of the company or future results or events constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended. Such forward-looking statements involve known or unknown risks including, but not limited to general economic and business conditions and the conditions within the specialty retail industry. There can be no assurance that future results, performance, or achievements expressed or implied by such forward-looking statements will occur. Users of forward-looking statements are encouraged to review our latest Annual Report on Form 10-K, our filings on Form 10-Q, Management Discussion and Analysis in the company’s latest Annual Report to shareholders, our filings on Form 8-K, and other federal securities law filings for the description of other important factors that may affect the company’s results of operations and financial condition. 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 by such statements will not be realized. Please note that we will file an 8-K with the SEC that will include a transcript of today’s conference call and webcast. With that, I’ll turn it over to Dave Dyer. Dave? Dave Dyer – President and Chief Executive Officer: Great. Thanks, Bob, and good morning to everyone. I am very excited to share some great news this morning. First, we are very pleased with our strong second quarter results, and second, we’re delighted to announce our agreement to acquire Boston Proper, a leading direct-to-consumer retailer of women’s apparel. Our second quarter results continue to build on the momentum that we had established in the first quarter. Consolidated comparable sales increased 12.8% resulting in a total quarterly net sales of over $550 million, the highest quarterly sales in our company’s history. Our second quarter earnings of $0.25 a share is a 47% increase over last year and was driven by our double-digit positive comps for all three of our brands. In contrast to last year’s second quarter, we successfully executed our merchandise plans by delivering the customer trend-right season-right fashion always with our amazing personal service. Additionally, we ran competitive promotions in July with very positive results. Lastly, I believe that we did transition the merchandise assortments from late spring to early fall much better than we did before and are very well-positioned heading into the third quarter. With the debt crisis and the subsequent ratings downgrades, we did see our business soften a bit the last week of July and the first week of August. Quarter-to-date, as reported on our executive sales flash, our total net sales are at a 14% increase and our comp sales are at a 7.3% increase. However, over the last few days, we have seen better trends returning to the momentum that we had in the second quarter. This again is a flash in time two weeks into the quarter and is not a projection or guidance. Now, let’s turn to our acquisition of Boston Proper. Boston Proper’s brand is about modern, daring style with a sensual field. It does serve a similar demographic to our current brands, yet there is minimal overlap with our existing customer base. This provides us a great opportunity for Chico’s FAS to grow our market share. Our first priority will be to accelerate the growth of the Boston Proper DTC business by leveraging the expertise that we have in Chico’s FAS via digital marketing, customer analytics, and of course, our state-of-the-art systems. Boston Proper itself has experienced double-digit top-line growth over the past several years including a 15% growth in revenues to $110 million in its last fiscal year, which ended January 2011 for fiscal ‘10. Boston Proper is on track to deliver another double-digit increase for this fiscal year and has lots of room for future growth. And of course, you won’t be surprised that over the longer term, we will assess Boston Proper as a branded store format. Importantly, Boston Proper will continue to operate under the leadership of its President, Sheryl Clark, and her talented management team. For those of you who don’t know Sheryl, prior to joining Boston Proper, she held many senior level positions with the Gap. We are excited to welcome Sheryl and the Boston Proper team to the Chico’s family. Boston Proper’s culture is similar to the Chico’s FAS brands’ culture. Both companies share a common foundation focused on building lifetime relationships with customers offering high-quality fashion merchandise and fantastic personal service. I am confident that Boston Proper’s management team has the potential to achieve both strong revenue and profit growth. With this acquisition, our total company direct-to-consumer business in fiscal 2012 will be approximately 15% of our total sales. Since this achieves a goal I set for Chico’s in the last several years, I am now raising the bar for DTC to be 20% of our total sales. I am pleased to say this transaction will be accretive in the first full year before giving any consideration to potential synergies and those synergies include marketing, circulation, and sourcing among others, where we leverage our buying power in brands and company strength. Now, I will turn it over to our Chief Financial Officer, Pam Knous to review the financials and share a bit more detail on the Boston Proper transaction. Pam? Pam Knous – Chief Financial Officer: Thanks Steve. Good morning, everyone. Let me start by saying that I am excited about joining Chico’s FAS as its Chief Financial Officer and joining Dave’s executive team. Although I come from a different sector of retailing, I have long recognized the preeminence of the Chico’s brand within women’s apparels and with White House Black Market and Soma Intimates establishing their own respective niches the Chico’s FAS story could not be more exciting. And now we are adding another highly recognized and respected brand to our family Boston Proper. Here then are a few additional details on the Boston Proper transaction. As we noted in our press release, the total cash purchase price is $205 million with the transaction expected to close in the third quarter of 2011. Upon close of the transaction, Boston Proper will operate as a standalone division within Chico’s FAS. Existing Boston Proper operations will remain in Boca Raton for the foreseeable future. Not only is this transaction immediately accretive to our earnings in the first full year while including typical one-time costs, there will be cost synergies that we will realize over the longer term. Synergy opportunities include marketing, circulation, and sourcing among others. Dave has just shared with you the historical double-digit growth trends of this business. Boston Proper has grown and flourished by offering women across the age spectrum sophisticated easy casual, versatile fashion with age appropriate fit and Boston Proper is in fact known for its tagline Wear It Like No One Else. Much like our brands, Boston Proper’s assortment addresses their customers’ outfit driven, head-to-toe fashion needs including hard-to-find accessories. The brand has grown and thrived reaching its customers through compelling direct marketing campaign and a robust website. In marketing to their customers, they use an integrated approach: catalog, web, e-mail and social media. Boston Proper’s catalog and online site bostonproper.com differentiates the brand and create an emotional connection with her. We envision that by leveraging our expertise in e-commerce and marketing, sourcing capabilities, and overall infrastructure and capital, Boston Proper’s talented management team will have the potential to accelerate its strategic initiatives to further increase revenues and profitability. Chico’s has expressed for sometime now its interest in an acquisition that would complement its existing brands. From our perspective, this transaction accelerates the growth of DTC business and provides a new avenue to grow market share. We look forward to sharing more information with you in the third quarter. We are pleased to announce this acquisition that both parties feel is a perfect fit. Now turning to the second quarter, as Dave said, we are pleased to announce our $0.25 quarter, a 47% improvement over last year’s EPS of $0.17. Our results reflect strong total net sales growth of 18.5%, 9% from net square footage growth and 12.8% from comparable sales performance. Comparable sales growth in the second quarter reflects our compelling fashion offering and effective merchandizing and marketing programs which drove increases in both average dollar sales and transactions. We are pleased to say we delivered double-digit comps in all brands for the quarter. Effective merchandizing and marketing also drove a 40 basis point improvement in gross margin compared to the prior year quarter reflecting increased full-price selling partially offset by planned promotional activity. We can confidently say we had what she wanted and the channel she wanted at the price she wanted. Our sourcing group has done a great job this year managing through a volatile fabric market. The international comp market is off its peak with yarn producers sitting on inventories at highs. In addition, cotton output is expected to rebound in 2011/2012 despite the well-publicized drop in Texas. Our sourcing team is being strategic about longer term commitments and continued to identify opportunities for cost reductions with suppliers. Please note too that polyester prices are easing with recent oil futures declining. We also had a great result in SG&A as SG&A as a percent of sales improved 190 basis points compared to last year as store payroll and occupancy cost were leveraged against the larger sales base. I also want to provide a few comments around inventories. I believe a good way to assess inventory productivity is to look at weeks of inventory supply on hand. I am very pleased to report that at the end of the quarter the weeks of inventory supply on hand on a companywide basis was down approximately 4% reflecting good sales through of spring positioning us well as we move into the fall selling season. In our release, we also disclosed that inventory per selling square foot is up approximately 8%. This reflects inventory at store levels to support sales trends. Cash and marketable securities at the end of quarter totaled approximately $500 million. This amount is more than sufficient to fund capital requirements, dividends, any opportunistic share repurchases, and to fund the $205 million purchase price of Boston Proper. Now, looking at the third quarter of 2011, while not providing EPS guidance, our assumptions are a mid single-digit comp sales increase. This comp increase accompanied by an approximate 9% increase in selling square footage should produce a sales percentage increase in the low to mid-teens for the quarter, a slight increase in the gross margin rate compared to quarter three last year. Similarly, we expect an improvement in SG&A rate as a percent of sales for the third quarter versus last year. SG&A expense dollars are expected to increase at a rate comparable to that in the second quarter reflecting higher comp sales and new store growth as well as increases in marketing expense and performance-based compensation. Our assumptions also include an effective income tax rate in the range of 37% to 38% for 2011 and net new store plans called for the opening of one Chico frontline boutique in five outlets, three White House Black Market frontline boutiques, and 20 frontline Soma Intimates frontline boutiques and three outlets. These assumptions do not assume any future share repurchases even though that statement may not necessarily reflect our attention. And finally, we are not including any impact for Boston Proper in the third quarter as the date of the closing of the transaction is not known. In closing, I am thrilled to be here with this great team. I look forward to meeting with you to share our story. With that, I will turn it back to Bob to introduce the Q&A session. Robert Atkinson – Vice President, Investor Relations: Thanks ma’am. Before Marianne gives us the procedure for queuing for questions, I would ask that each questionnaire limit themselves to one question and one follow-up. In this way, we’ll be better able to accommodate as many questionnaires as time permits. You are welcome to get back into queue to ask questions in the same manner you did originally. Marianne, how many security analysts indicate a question?

We will now begin the question-and-answer session. (Operator Instructions) The first question is from Lorraine Hutchinson, Bank of America-Merrill Lynch. Please go ahead ma’am. Paul Alexander – Bank of America-Merrill Lynch: Hi, guys. This is Paul Alexander for Lorraine. Looking at third quarter opportunities by brand, I know at the beginning of the third quarter you start with an easier comparison because of the problems last year, when does that normalize and become a little tougher and what kind of opportunities do you have past that initial weaker period?

We really don’t give guidance for third quarter. Obviously, we have been up against a I guess a more robust business as we got into fourth quarter last year, but we think that our merchandising plans and our marketing plans are sufficient for us to have a excellent second half. Paul Alexander – Bank of America-Merrill Lynch: Great. Just one quick clarification on the 3Q comp forecast, does that mid single-digit include e-com and is it similar to how you guys put out the mid single-digit being 6% to 8% in that range?

It’s consistent with the actual results in quarter two of 12.8%, which includes the DTC. Paul Alexander – Bank of America-Merrill Lynch: Okay, thanks.

The next question is from Adrienne Tennant, Janney Capital Markets. Please go ahead. Adrienne Tennant – Janney Capital Markets: Good morning, everyone and congratulations on a very solid quarter, and welcome to Pam and Sheryl. My first question is can you just talk about the accretion from Boston Proper? You had said that it would be accretive in the first full year, when it does – when the transaction does close, will it be accretive immediately to the quarters? And then my follow-up is for Dave, your stretch goal of $1, outside of Boston Proper, are you more comfortable today reaching that stretch goal for the back half of the year and typically your quarters are pretty consistent across the four quarters. And if we were to sort of extrapolate the business that you have done quarter-to-date or year-to-date, it would seem that is within reach. So just some commentary on the stretch goal, please, excluding Boston Proper. Thank you.

Well, first on the stretch goal or as when I said it again, remind you I set that goal when we had lost $40 million that I have been here a month back in 2009, that was as I called it, a big hairy audacious goal. And certainly, it looks a lot more achievable now than it did back in 2009. It’s still a goal. It’s still something that we are motivated to achieve, whether we achieve it or not, I don’t know, but we certainly have that as a finish line for us and something that we are working to achieve. Adrienne Tennant – Janney Capital Markets: Okay, thanks.

And then I’ll just comment on the accretion. As we said in our release, it will be accretive in the first full year. We clearly do not know at what point in time in the quarter the transaction will close. And as I referenced in my comments, there are one-time costs. Obviously, the transaction is going to have the typical investment banker fees and things that will obviously occur in the first quarter, and so we are not providing any guidance, but we are saying in the first full year that we have then, that it will be accretive even accounting for one-time transaction costs. Adrienne Tennant – Janney Capital Markets: Okay, great. Thank you very much and best of luck.

Thank you.

The next question will be from Betty Chen, Wedbush Securities. Please go ahead. Betty Chen – Wedbush Securities: Thank you. Good morning everyone. Congratulations on a great quarter. I wanted to get clarification if I could just regarding the mid single digit comp guidance, I know someone just asked earlier, but are you basically guiding to a total consolidated comp of 12% like Q2 with retail comps being around mid single digit or did I hear that incorrectly?

Right I’m sorry if I didn’t answer that question correctly. We are not guiding. We have provided our assumptions for planning for quarter three and as a company when we talk about comparable sales and consistent with how the 12.8% is included in the second quarter that includes our comparable sales performance across all channels, whether that be boutiques, outlet etcetera that is the one measure that we give for comp sales. So, we did say that our guidance was for mid single digit comp sales or quarter three and again those are just planning assumption that is not guidance. Betty Chen – Wedbush Securities: Okay, thank you. And so that includes all channels.

Correct. Betty Chen – Wedbush Securities: And then I guess can you help us because I believe last year I think part of the teams opportunity was to perhaps have a much better position from summer in to fall I think that’s what you have mentioned at one point, Dave. Now looking at this year, how do you feel about the current inventory position by brand and how the team is effecting the transition this year and where do you see some of the big opportunity by brand as well. Thank you.

You are talking about summer transition that we just went through. Betty Chen – Wedbush Securities: Yes.

If you remember last year where Chico’s a kind of myself up on the second quarter call we delivery slips, some product issues. We converted to fall way too soon and it was really hot outside and we were showing fall colors and fall even some fall waits in June. This year we really did even begin. We haven’t really brought in fall right now. The current deliveries transition is light fabrics and it still not colored totally for fall. We really went back and I wouldn’t even say double. We probably tripled or quadrupled our shorts our inventory and shorts and wear now product. So, I think we have made this transition we really learnt and we made a terrific transition this year. What I probably like to have a little bit more shorts in inventory now. Yes, it really exceeded our plans we never realized we can sell as many shorts as we did this summer. But I think you will also see that we work for on the transition again from fall in to spring and we have spent a lot of time making sure that we do it right. Betty Chen – Wedbush Securities: How do you feel about the transition from summer in to fall even when can we start to see that happen this year?

The next delivery is fall, which is coming in just about another few weeks. So, you will see the next catalogue will really start to fall.

And we have to move on to our next questioner, please. Marie?

The next questioner is Margaret Whitfield, Sterne, Agee. Please go ahead. Margaret Whitfield – Sterne, Agee: Good morning and congratulations on the quarter and the acquisition. Just curious if you could provide a little more color on the softening you saw last week of July, first week of August does it affect all of your brands, was it a traffic issue. Also I wondered if you could comment further why you don’t see any overlap presumably with White House with the acquisition of Boston Proper, if you could comment perhaps some difference in the demographics of the two customer bases. Thank you.

Well, first in the softening in the end I think that when we have the congressional stalemate that we have had and 24/7 news on how bad things are obviously it affects not only the psychic I think the people and spending. I think that if anything our government has done is put fear in to the consumer and has through their inaction and ability to solve problems has made the selling environment a little bit more difficult. I do think that once the deal was made and once we see a little bit more stability and growth in the market. You got to remember that our customers the age group of customers they look at their portfolio. And I think as we see stability in the market and some upward swings I think our customers and quick fashion that they can’t resist. Our customer has responded. So, hopefully Washington get act together and everybody will rush out to buy more products from all of our brands. Margaret Whitfield – Sterne, Agee: But this is both Chico’s and White House during the….

We can’t really totally is we saw really totally is a company for a couple of weeks and again it was really timed right with all that the softness that was going on Washington and then once they finally got over it and rudder went down we saw business respond. Its been actually quite good over the last few days this week. Margaret Whitfield – Sterne, Agee: Thank you. And Boston Proper in the demographics?

Sheryl you want to say something about Boston Proper and the demographics?

Sure. For Boston Proper, our average woman is 45 years old and we really target a woman, who really appreciates fashion, sensuous fashion, sophisticated fashion, with an age appropriate fit and trends that are appropriate for 45-year old woman as a target. The total demographic is 35 to 55, but we really focus on the 45-year old. Our fashion is a little bit more edgy than White House Black Market and our customers are slightly older. Margaret Whitfield – Sterne, Agee: And the income level?

Well, income level for all of our brands is somewhere 100,000 plus.

The overlap.

The overlap, we did overly files and it’s very interesting, when you look at our total file with the Boston Proper less than 5% of their customers are on our database. So, we look at it as a whole new customer that they bring to the table. Margaret Whitfield – Sterne, Agee: Thank you.

It’s exciting.

Your next question is from Janet Kloppenburg, JJK Research. Please go ahead. Janet Kloppenburg – JJK Research: Hey, congratulations on a wonderful quarter. Dave, I joined on the call a little bit late, but I was wondering did you comment on Soma and how the outlook there is for the branch to reach profitability or for at least some commentary on its loss levels coming in lower than they have been? Thank you.

I’m very pleased with the progress of Soma. Again, I think we said last quarter and again this quarter, they lead off three divisions in terms of their double-digit comp increases. We are seeing them move towards four-wall profitability, which is exciting and we are very aggressive over the brand and think that they have found their voice and are progressing at a very nice pace now. Janet Kloppenburg – JJK Research: The new store openings have been going well there, Dave?

The answer is yes. We have got another, when did we just say another, how many we are planned for the end of the year, 20 or 25 for the remainder of the year.

20 frontline and three outlets.

23 stores and some are planned for the remainder of the year. Of the FAS stores that we have opened about 80% of those, we have converted to frontline. So, I’d say, overall it’s been successful. I mean, there are not as many FAS stores that we will open in the future or pop-up stores. The good thing about it is though as we’ve now really understand the dynamics and the KPIs that we need to do the right deal and Soma in a market. So, we have lot more confidence that the frontline stores that we open will perform as we expect. Janet Kloppenburg – JJK Research: Thank you.

.:

The next question is Sam Panella, Raymond James. Please go ahead. Sam Panella – Raymond James: Good morning and let me add my congratulations. How much was direct-to-consumer revenue up year-over-year in the second quarter?

The company has decided not to separately disclose the direct-to-consumer business, as we said our customers in different to the channel that she shopped through. Dave did provide comment that our goal had been that this business would achieve 10% of our total mix, and with the acquisition of Boston Proper it was 15%.

The goal was originally 10% and I raised it to 15% and now with Boston Proper we’ve exceeded 15%. So, we’ve set a higher goal. And it’s performing, well, if you had to look at their comps compared to total brand, they would obviously be the highest comp.

Right, they are moving well towards their goal. Sam Panella – Raymond James: Okay. And then in terms of the back half opportunity perhaps with respect to gross margins since it was under pressure last year, can you maybe just remind us of the opportunities there as we get into the back half particularly the holiday period? Thank you.

The opportunity is really on the markdown line, particularly in the fourth quarter. Admittedly in hindsight we probably ended up with too much inventory in third quarter going into the fourth quarter. So,, I looked for some improvement there. Sam Panella – Raymond James: Great. Thank you.

The next question is from Stacy Pak, Barclays Capital. Please go ahead. Stacy Pak – Barclays Capital: Hi I’d like to discuss the inventory. I just want to clarify what you’ve been saying on the comps so that I’m clear. What you said is the last week of July and the first week of August, both businesses slowed down I guess equally and then in the last two days you’ve seen an improvement. I guess you are guiding to mid singles including direct. So,, are you suggesting that the two businesses on a store basis are comping negatively? Are you in line with that guidance now?

They are not comping negatively and you can read into it what you want. The only thing I said is we saw some slight slowdown in those two weeks, when we had all the discourse over the credit. The businesses responded nicely, and we are running double-digit total company increases, and we have seen it strengthen as we move past the governmental credit issues. Stacy Pak – Barclays Capital: Okay. So you are back to double-digit total company now, right Dave?

Yes. Stacy Pak – Barclays Capital: Okay. Just to clarify because there is a lot of questions on the environment, but you said it felt equally in White House and in Chico’s?

Just say for the company. I’m really not going to provide. Stacy Pak – Barclays Capital: And then can you just help me on the inventories because maybe I have something wrong in how we’re doing this, but what I see is inventory per square foot up 19% and I see total inventory is up 30%. So, tell me how are you getting to 8% increase in inventory on a per foot or how I should I really be looking at that because it looks high to me and maybe you could comment by division?

Well, Pam is going to take the question, but just let me say that just inventory as a whole the more the direct-to-consumer has become part of our business, the more integrated direct-to-consumer has become in our total business, and to take the total inventory that we have and apply it only to the stores is incorrect, when you’ve got a substantial part of your business in direct-to-consumer. Stacy Pak – Barclays Capital: Right, but that’s why I would look at that relative to total sales, which includes direct-to-consumer, right?

Why don’t you, Pam, go through the numbers that we talked about?

Yes. I would just say to you maybe you can review after the call your calculations with Bob, but we’re confident that inventory at store level increased by 8% and as Dave said, of course, we have inventory in our distribution centers that support our DTC business, and as you are probably aware, the company took on initiative some time ago to say move more product over the oceans than from air, and that does result in us having more inventories in transit than we have in the past. Again as I said, to me the two key measures are quarter-over-quarter, actually our week of supply is down 4%, and that’s a total company measure for inventory on hand, and then it should make some sense that at store level there would be an increase of 8% because we have been running double-digit comps, and clearly the inventory at store level needs to match our sales trends. I would request maybe you follow-up with Bob after the meeting and we can run through your calculations.

Thank you, Stacy. Next question please Marie.

The next question is from Edward Yruma, KeyBanc Capital Markets. Please go ahead. Edward Yruma – KeyBanc Capital Markets: Hi, thanks for taking my question. Congrats on a very good quarter. I know you mentioned in the past that you were testing or experimenting ways to reducing the richness of couponing and obviously you had nice margins in the quarter. But how do you view that opportunity in the back half, particularly in the fourth quarter? Thank you.

Well, I think that clearly the second quarter says that we were very effective in our use of promotional activity that can take many forms. It can be promotions at store level. It can be couponing. It can be what we’re doing with our marketing. As we said, we very successfully executed on our marketing and our merchandising plans, and we would clearly hope and plan that as we go into the third and fourth quarter, the learnings that we’ve had in the second quarter would carry through. So, I think that this initiative was launched. I am looking at Kent, fourth quarter, first quarter.

I think that Chico’s brand is further along than the White House brand, but both in terms of couponing offers in the books as well as bounce back offers that we have periodically throughout the year. We have been raising the average dollar sale threshold and that has been effective in lowering the impact of couponing on our overall sales and margins. Edward Yruma – KeyBanc Capital Markets: Great. Thank you.

Your next question is from Paul Lejuez of Nomura. Please go ahead. Tracy Kogan – Nomura: Hey, this is Tracy Kogan filling in for Paul. I had a question about Soma. I was wondering if you could talk about some of the newer categories at Soma, and also if you could share with us your targets for sales productivity at Soma? And then lastly, I noticed you closed a couple of soma stores, and I was wondering if there was anything specific about those stores or types of malls those stores were in? Thanks.

In terms of product, I think, what you will see is that actually we have reduced inventory in there and we found the right formula in Soma and our classifications are certainly foundations bras and panties. We have beauty. We have loungewear and sleepwear and the knit dressing category. The knit dresses has done spectacular for us and we feel very good about where the assortment is now. We’ve got these categories really working again.

And I would just say as far as closures that was really a function of some of the pop-up stores as Dave mentioned. We’ve looked at those. We’ve made a decision to keep most of those, but some of those are being closed.

If we don’t I think we can make money. We are not going to be in it. Tracy Kogan – Nomura: But it wasn’t anything specific like in a particular region, the country that’s not working or a real estate type?

No. This is just by store-by-store. We analyze it on store basis.

Thank you, Tracy. Next question please, Marie.

Your next question is from Marni Shapiro, The Retail Tracker. Marni Shapiro – The Retail Tracker: Hi guys, congratulations. Your Chico stores have looked particularly phenomenal in my opinion, especially compared to last year. If you can give me a quick update, I was just curious if you consider putting Soma products into the Chico’s or White House store’s to test it at all and if you could also just give us an update on White House. I know you had some issues on and off with your dress deliveries and some of the products. So, any kind of update there and on the Work Kit, which seemed to have pulled out in like red hot minute?

Work Kit and White House is doing great. Their dress business is stronger again. In fact White House is really doing quite well. We are very, very pleased with their progress of where they’re going and excited about their opportunity for fall, especially as we totally under bought the Work Kit last year. We’re back with that. So, we think that’s going to be very good. There was another question in there Pam.

On Soma, putting in into the other format.

Yes and we have. We’ve experimented and continue to experiment. We do have Soma as a store-within-store in some Chico’s stores. I think there is eight or nine of them and we continually look at that. And so we look at it especially when we have over space Chico’s stores, it does take the total productivity up. We also have sold the Vanishing Edge panty in the White House Black Market stores. Marni Shapiro – The Retail Tracker: Okay, I hadn’t seen it, that’s great. And then on the Work Kit, you guys did a great job once a part starts to really sell out of almost remerchandising what was in the store to make it look more wear-to-work, if that makes sense. Do you have that kind of flexibility for the fall or do you think you really bought it well enough that you won’t even have to do that again?

Well, I think that in terms of, we look at it where we have seasonal basics. And I think that we have bought it upfront a little heavier than we have, I mean, when you have seasonal basics, you only have earlier in the season maybe too much too early, you don’t have too much. And so I think that we have bought it to maximize the sales in the Work Kit and we think that buying a little bit more upfront to get us started and then we can adjust and flow fill-ins to make sure we have the right sizes in the stores. Marni Shapiro – The Retail Tracker: Okay, good luck guys.

Thanks Marni. Next question please. Thank you.

The next question is from Neely Tamminga, Piper Jaffray. Please go ahead. Neely Tamminga – Piper Jaffray: Hey great. Good morning. Just wanted to ask a little bit more about Boston Proper, if you could. Could you give us a sense as to maybe the size of the 12-month buyer file some sort of scale in the circulation, their net average order value, and maybe if they have regional concentration? And my follow-up question is actually to Adrienne’s initial question about just the seasonality of your earnings. It seems like for some of us who have covered you guys for a long time, pre ‘06 you guys did earn pretty evenly quarter to quarter. And then ‘06, ‘07, ‘08 all happened with some recession and the changing complexity of your business. I guess, we’re just trying to understand, is there something structurally that has changed in terms of your ability to kind of hit an even earnings quarter, whether it’s Soma or White House, giving some explanation on the historical context of the earnings would be great? Thanks.

Kent, I’ll let you take that.

On the quarterly business, I think that when I look back at our historical performance, we do have a history of falling off in the third and fourth quarter, primarily in Chico’s because it’s a store that’s really just for her. And as a result of that something happens I thing in the November timeframe when basically she shops for other people and not for her. So, it has been a challenge for us internally to make the fourth quarter more important. On the other hand with respect to the other two brands White House, the fourth quarter is more meaningful and certainly Soma it’s what you would expect a traditional fourth quarter spike in retail.

And I think we’ve done a heck of a lot better job in the fourth quarter with Chico’s. As I said, when I first came here in 2009, we didn’t even make money in the fourth quarter. We make money now and we are figuring out how to drive that business in fourth quarter. So, I think that we are certainly taking where the opportunities are in the business and going after it.

Thank you, Neely. Next question please, Marie.

The next question is Jennifer Black, Jennifer Black & Associates. Please go ahead. Jennifer Black – Jennifer Black & Associates: Good morning and congratulations both on great earnings and a brilliant acquisition. I wanted to know you’ve done such a great job with your denim offering at Chico’s. And I was curious to know what you think sets you apart from your competition. The So Slimming jeans seems like it’s doing amazing. And I wondered if you had put the same technology in your other styles. And are you in a position to chase that? And then I also wondered if you could comment on the new denim offering at White House Black Market? Thank you.

Well, I’ll get a little help from my sourcing friend here as we go through this, Kent, but when it comes to Chico’s, I think we are known for our jeans as our fit and that really is what it all about. Our jeans just fit our target customer very, very well. We have seen with that new slimming jeans some very good results and we are very happy with that. White House has just really re-launched their jeans. They have launched three fits and they have launched three or four different leg silhouettes. And obviously, we went broader in the beginning of the season with not only with the fits, but with some of the silhouettes trying to find out what the key silhouettes are so we can go back and cut and buy and produce into the key silhouettes as we get into fourth quarter. But I think that denim is certainly coming back. I think we are going to see another denim cycle, and I am feeling very good about where we are.

I think if you were to go to the White House website, there is a great video on there in terms of the various fits. And I think that it’s been resonating very, very well with the customer. I would also call your attention to that when you look at that video there is a significant amount of workmanship in the jeans, whether it’s pockets or how pockets positioned, the embroidery, even the interior lining on the waistband. So, it seems to be resonating very well with the customer.

And I don’t see any problems with us chasing. We’re early in the season when we get reach we get plenty of time to chase for the back half of the season. Jennifer Black – Jennifer Black & Associates: Will you be putting….

I am sorry Jennifer. We need to move on Jennifer. I am sorry we’ve got a few other people in the queue. Jennifer Black – Jennifer Black & Associates: Okay.

Thank you.

The next question is Michelle Tan, Goldman Sachs. Please go ahead. Michelle Tan – Goldman Sachs: Great, thanks. Hey guys. I was wondering if you could give us a little bit of a refresher on how the third quarter played out last year and what months you see the biggest opportunities and to execute against product opportunities or just marketing or what have you, how are the comparisons?

Well, the simple answer is, is because of our execution or lack thereof last year in the fall transition. August was soft, but we got gradually stronger. We had, I would say, a very robust October, but October doesn’t always make a fall season. Michelle Tan – Goldman Sachs: Okay, great. Thanks for the color.

The next question is from Richard Jaffe, Stifel Nicolaus. Please go ahead. Richard Jaffe – Stifel Nicolaus: Thanks very much. And a follow on regarding sourcing and how Connor’s is working out and how you are coping with the product cost inflation. You mentioned briefly that you see costs coming down, I guess, that would be in 2012 deliveries, but wondering how that fall outlook has worked? And more broadly, your sense of Connor’s and what they can bring to the table having been working with them now for over a year?

I think from a costing perspective, I think as cotton prices have softened a little bit, we’ve actually gone back and renegotiated pricing and taken a little bit of relief. So, when I thought that in some cases we are going to be down slightly on IMU, we are narrowing that gap for the balance of fall season. The Connor relationship I think they are an important player with us. As we branch out into certain other countries away from China, in particular India, they are certainly a player and it’s a constantly evolving relationship just it is with perhaps some other potential sources in India in the Chennai and Bangalore regions. Richard Jaffe – Stifel Nicolaus: So, net a positive, you are pleased with the Connor’s switch, but still developing that relationship?

Richard, I’ll say this. I am not pleased with the progress so far. It’s been little bit slower than I’d like, but we are not deterred in anyway. Richard Jaffe – Stifel Nicolaus: Thank you very much.

The next question is from (Simeon Siegel), JPMorgan. Please go ahead. Simeon Siegel – JPMorgan: Hi guys. This is Simeon calling in for Brian. I was just wondering if you could provide any color on the uptick in National Store Support Center expenses as a percent of sales, if that’s a trend we should consider go forward? And then I was just hoping you could remind us on where you stand in terms of the minimum cash balance you want to maintain, I think it was around $200 million plus? Thanks a lot

Yeah, I would say that for the National Support Center what is actually probably being reflected there that you see is slightly higher levels of incentive comp, which is a good thing considering the performance of the company. As far as minimum cash levels, as I walk through our requirements even after anticipating the payment for Boston Proper, we view that we would have more than adequate cash levels and I think that the number that was given out in the past of $200 million is very reasonable. Simeon Siegel – JPMorgan: Okay, thanks a lot. Good luck.

The next question is from Liz Pierce, Roth Capital Partners. Please go ahead. Liz Pierce – Roth Capital Partners: Thanks. I’ll add my congratulations and welcome to Pam and Sheryl. I was actually following up, I think Neely asked and I don’t know if you didn’t want to answer, but I was also interested in any kind of data that you have on the file for Boston Proper average spend etcetera?

Well I think that there is some data that we could – but maybe why don’t I let you talk about it here. I’ll let Sheryl do it.

So, from an operation standpoint, our monthly visits are approximately 800,000 visits. We have unique visitors of approximately 200,000 plus and our conversion is in the high range of a 6.4%, our average retail, our average order value is about $190 million and our average retail…

Very high.

Yeah. It’s a very higher average order value and our average retail hovers around $70. Liz Pierce – Roth Capital Partners: Within the order value, is it could you give us the UPT’s?

Through obviously if our average… Liz Pierce – Roth Capital Partners: I am sorry. All right, thanks and best of luck. Thank you.

Go ahead.

The next question is from Kimberly Greenberger, Morgan Stanley. Please go ahead. Laura Ross – Morgan Stanley: Hi there. This is Laura Ross calling in for Kimberly. I was hoping just to follow-up quickly on the inventory question. You guys sound quite comfortable with the inventory levels that you are at, but I was wondering if there is just something that we are missing, perhaps it is that shipping more on ocean versus air versus last year. Is there something that you are doing differently, perhaps that’s elevating that inventory number?

Yeah, it’s called being more cost effective and trying to stay on the calendar and try to hit cut dates and ship dates. I mean, that’s what we should be doing. And inherently, there is probably a little bit of more LDP on a year-on-year comparison, but honestly, that’s an anomaly and that’s just at a point in time. Laura Ross – Morgan Stanley: Okay, great. And so you think it’s more the LDP than the ocean versus air mix?

I think it’s a combination.

Yeah, it is a combination. But I think that when you look at this, we said our weeks of supply, I mean, that really is a productivity measure of our entire inventory everything aside and we are down 4% in terms of our weeks of supply. And then what has happened in the past and that’s why our business has really changed and evolved over the last two years. You can’t attribute inventory only to existing stores. We have a hugely expanding direct-to-consumer business. We have the other variables of the way that we are shipping more cost effectively where we could use boat versus air.

And you can open 40 more stores in the third quarter. So, you have to have the inventory associated with those new stores as well.

So, I mean, we are comfortable with the levels and also if you look at our comp increases and our total increases over the last several quarters, you have to have something support the increases. So, we think that when we look at it on the productivity per square foot in our stores, it’s appropriate and we look at it across the whole company on weeks of supply, that it’s certainly appropriate. Laura Ross – Morgan Stanley: Thank you.

Kent, you may want to explain LDP for some of our listeners if they don’t know. What you mean by that?

Well, it’s basically land and duty paid, but in some cases, it isn’t, we don’t always take title to it when it gets our DC. Sometimes, we take title to it at the point of consolidation or at the point of entry in the states once it clears custom. So, there is some transit times and depending upon that day that we do take title to it.

Thank you. And next question please Marie.

The next question is Wayne Archambo, Monarch Partners. Please go ahead. Wayne Archambo – Monarch Partners: Yes. Could you just share with us the revenue growth in Boston Properties the last few years? And secondly was it a bidding process and will you be retaining management there?

Yeah. What Dave said in his comments is that they had experienced double-digit increases in sales for the last couple of years and is actually running 13% up year-to-date in the current year. And as far as the process, we are not going to make any comment on that. Wayne Archambo – Monarch Partners: And is it a regional brand or do they have national customers?

National.

National. Wayne Archambo – Monarch Partners: Thank you.

We have a follow-up question Jennifer Black, Jennifer Black & Associates. Please go ahead. Jennifer Black – Jennifer Black & Associates: Yes, this question is for Sheryl. I wondered if you could give us a breakdown of what percent of your business is apparel versus accessories. You have quite a broad assortment and it looks great.

Thank you, Jennifer. Jennifer Black – Jennifer Black & Associates: If you could talk about dresses, versus bottoms, versus tops, versus accessories, that would be really helpful?

Jennifer, we don’t give that information out to that degree, but I will tell you that we have a strong apparel business and a strong opportunity to grow our shoes and accessories business. Our customer is a head-to-toe dresser and the more we give her outfits with unique accessories and shoes to match it, the better we get that total sale. Jennifer Black – Jennifer Black & Associates: Okay, great. Thank you.

The next question is from Travis Williams, Stephens. Please go ahead. Travis Williams – Stephens: Hey guys. Thanks for taking my question: I had a question on the Boston Proper business, in terms of the distribution capacity, where that the business obviously has been growing nicely and is up pretty big year-to-date? Where does that look going forward in terms of capacity and is that something you might need to invest in here in the next year or two?

Well, I think I’ll answer the question on that. I think that their current capacity they could probably increase as much as maybe 50% in their current environment. We are not in a rush to combine their operations with ours. Travis Williams – Stephens: But is that something you look at maybe down the road in terms of combining the locations?

I think certainly you have to take a look at it, if you were trying to extract cost out of the business. Travis Williams – Stephens: Okay, great. Thanks.

Thank you, Travis. Robert Atkinson – Vice President, Investor Relations: That concludes our Q&A session. Two calendar items, Chico’s FAS will participate in the Goldman Sachs Global Retailing Conference on September 8th. Our presentation will be webcast. Also, sales and earnings for the third quarter of 2011 will be released on Wednesday, November 16, 2011, before the market opening on that day. Thank you all for joining us this morning. As always, we appreciate your continuing interest in Chico’s FAS.

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.