David Dyer - President and Chief Executive Officer, Director Pamela Knous - Executive Vice President, Chief Financial Officer Kent Kleeberger - Executive Vice President, Chief Operating Officer Robert Atkinson - Vice President, Investor Relations

Anna Andreeva - FBR Capital Markets Kimberly Greenberger - Morgan Stanley Adrienne Tennant - Janney Capital Markets Stacy Pak - Barclays Capital Margaret Whitfield - Sterne, Agee Lorraine Hutchinson - Bank of America Merrill Lynch Michelle Tan - Goldman Sachs Jennifer Black - Jennifer Black & Associates Neely Tamminga - Piper Jaffray Marni Shapiro - The Retail Tracker Janet Kloppenburg - JJK Research Edward Yruma - KeyBanc Capital Markets Dana Telsey - Telsey Advisory Group Richard Jaffe - Stifel Nicolaus Roxanne Meyer - UBS Sam Panella - Raymond James & Associates Elizabeth Pierce - Roth Capital Partners Paul Lejuez - Nomura Travis Williams - Stephens Inc.

Good morning, and welcome to the Third Quarter 2011 Chico’s FAS Inc. Earning Release Conference Call. All participants will be in listen-only mode. (Operator Instructions) Please note this event is being recorded. I would now like to turn the conference over to Robert Atkinson. Mr. Atkinson, please go ahead sir.

Thanks, Rocco, and good morning everyone. Welcome to Chico’s FAS third quarter earnings conference call and webcast. David Dyer, CEO; Pamela Knous, CFO; and Kent Kleeberger, Chief Operating Officer are here with me at our national store support center in Fort Myers. 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’s 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. One final note, Chico’s FAS completed its acquisition of Boston Proper on September 20, 2011. Accordingly our financial statements reflect only about six weeks of their operating results. With that, I’ll turn it over to Dave Dyer. Dave?

Thanks, Bob, and good morning everyone. Thanks for joining us. Before I get into my comments on the quarter I would like to put this timeframe into some context. When we last talked we were coming out of a great second quarter with lots of momentum and double digit comps. We naturally plan for that ongoing momentum to continue into the back half of the year. And to date I am pleased to say that this has unfolded for both the White House and Soma brands. White House performed exceptionally well in the quarter, driving record sales and margin dollars. This performance reinforces our belief that White House is successfully evolving from a special occasion dress destination to a brand that delivers a broad lifestyle selection of polished casual fashion. In particular, the Work Kit has been extremely well received along with our sportswear separates and tops. Our Soma brand also delivered record sales and margins in the third quarter, thanks to a more fashionable mix of lingerie, dresses and beauty. As well as our ongoing successful television advertising and effective promotional activities. Soma is rapidly becoming America’s broad destination for women over 30. However, our first half momentum did not play out well, as well in the third quarter for our Chico’s brand, where we came off of strong first quarter and double digit comps in the second quarter. We had planned for a similar result in the back half of the year. As you may recall back in August, I commented that adverse economic news, the debt crisis, market volatility, political gridlock and waning customer sentiment, were all effecting the Chico’s customer’s shopping behavior. The Chico’s customer whom we know so well, is particularly sensitive to economic uncertainty and we believe this had a significant effect on how she shopped with us in the quarter just ended. In fact, she told us that. In a recent survey we conducted, 70% of our Chico’s brand customers indicated that they were being more careful about discretionary spending in light of the uncertain economic conditions. There was a lot of great browsing by her, just not as much product in her shopping bag. As a result we experienced lower traffic levels and fewer units per transaction and thus we found ourselves with too much inventory in the pipeline. The good news is we acted immediately. We eliminated over 30 million of receipts from the -- we adjusted our store payrolls as quickly as possible and we put plans in place to ensure that our inventories will be inline by the end of the fourth quarter. I am very pleased with the quick reaction of the Chico’s brand team and the plans in place to move through the fall offerings and align our inventories with their new sales forecast. Two quick additional performance comments. First, our direct to consumer business remains very strong and I am thrilled with our accomplishments. We continue to increase the number of multi-channel shoppers and as you’re undoubtedly aware, these multi-channel shoppers are overwhelmingly our best customers. Over the past several months, we’ve introduced the number of enhancements to our websites, customer ratings and reviews, and our newly streamlined checkout process have both been extremely well received by our customers. Second, I’m pleased to comment that Boston Proper has seamlessly integrated into our family of brands and was a positive contributor to our performance before non-recurring items. Plans to take Boston Proper to even higher levels, including stores are well on their way. Okay, so how does this all add up? EPS for the quarter was $0.18 per share, 13% increase, again, exclusive of non-recurring items. This was our best third quarter since the onset of the recession three years ago. Comparable sales performance was up 3.7%, although much lower than we anticipated for the quarter, as a result of the softness in the Chico’s brand. It still represents our tenth consecutive quarter of positive comps. I’m also pleased to say that we added new customers to our file in each of our brands and that our newly opened stores across all brands are off to a great start. Nearly all of them achieving performance sales levels right out of the box, and we moved aggressively to defend our share. Our gross margin rate declined by about 100 basis points. SG&A leveraged by about 50 basis points, and we believe that taking immediate action on our inventories better positioned ourselves for the fourth quarter. Based on our third quarter performance, my big, hairy, audacious stretched goal of $1 per share, set almost three years ago, looks hairier and more audacious than ever. With our third quarter performance, obviously, this stretched goal will not be met this year. I’ll be back to wrap up. Here’s Pam with a few more details on the quarter.

Thanks, Dave, and good morning, everyone. My prepared remarks will begin with a review of our third quarter results and financial condition and will conclude with our current outlook on the fourth quarter. Beginning with the income statement, earnings per diluted share for the third quarter were $0.16. Excluding $3.5 million of non-recurring, after-tax Boston Proper acquisition and integration cost, earnings per diluted share were $0.18 compared to $0.16 last year, a 13% increase. Our best third quarter earnings per share results since 2006. Net sales for the third quarter increased 11.5% to a record third quarter of $539 million, versus $483 million last year. Sales for quarter three were driven by comparable sales increase of 3.7% on top of 5.5% last year, reflecting increases in both average dollar sale and transaction count. And I am proud to say this comp represents the tenth consecutive quarter of positive comparable sales for Chico’s FAS. The total sales increase also reflects the opening of 105 net new boutiques and outlets since the end of October 2010. Comparable sales for the combined Chico’s and Soma Intimates brands were 0.6% compared to 3.6% last year. This result fell short of our expectations, particularly coming off of the strong momentum of quarters one and two. As Dave just commented, at the beginning of quarter three, Chico’s brand did see weakness right out of the chute, followed by a brief rebound that did not hold. Demand was weaker than our expectations in our frontline stores across most product categories and geographies, reflecting her cautious purchasing behavior in light of the continuing uncertain economic conditions which triggered a more promotional environment. The good news for the Chico’s brand is our new customer count was up significantly, mid double-digits, and our successful MAPS program, Most Amazing Personal Service, drove strong conversions. Also we were on trend for color and fabric. So, when she’s ready, we believe we will be her first choice. Soma Intimates delivered another double-digit comp in the quarter on top of double-digit comps last year, the result of ongoing strong transaction building initiatives. In fact, quarter three marked the sixth consecutive double-digit comp increase for Soma. Also noteworthy was the continuation of our highly successful TV advertising and relevant and appealing print mailers. White House | Black Market had a comp sales increase of 11% on top of the 10.2% increase for the 2010 period driven by the Work Kit which was highlighted in a special mid-September mailer. Work Kit is a polished and versatile collection of apparel that is, work your way, separates, that are suitable for the office, the classroom and yet can be easily styled or worked, if you will, for a more social setting. Our newest brand in the family, Boston Proper, contributed approximately $11 million of revenues in its first six weeks as product Chico’s FAS. As a point of comparison for you, Boston Proper sales are up approximately 16% on a year-to-date basis. Taking all brands into account, our gross margin rate for the third quarter was 56.0%, 100 basis point decrease from the prior year. As our Chico’s brand customer became more conservative in her spending, making fewer trips and opting for fewer units per transaction, it was necessary to increase our promotional activity to sell-through our planned higher levels of inventory. This was partially offset by higher margins at White House | Black Market and Soma Intimates due to increased full price selling and effective promotional activities. General and administrative expenses as a percent of sales were 48.2%. Excluding $5 million in pre-tax non-recurring acquisition and integration cost, SG&A as a percent of sales was 47.3% or a 50 basis point improvement over last year, reflecting expense leverage and occupancy and other costs and lower performance based compensation. Within SG&A, marketing expenses increased $7 million, reflecting higher TV and e-marketing expenses as well as $3 million for Boston Proper. And just a note, the $5 million of non-recurring cost I just referred to, consisted primarily of professional fees and employee benefit related costs. Our effective income tax rate for the third quarter was 37.8% compared to 35.4% last year. This increase reflects last year’s settlement as well as non-deductibility of certain acquisition related expenses in the quarter. Excluding the impact of the non-deductible expenses, the effective tax rate would have been 36.7%. Turning to the balance sheet. Cash and marketable securities totaled $240 million, a decrease of $265 million from the end of the second quarter, reflecting the purchase of Boston Proper and the repurchase of 4.7 million shares of common stock. Since August 2010, we have repurchased 13.7 million common shares in the open market at a cost of approximately $176 million under the former $200 million authorization with $60 million in this quarter. As of the end of the third quarter, total shares outstanding are 167.7 million. Now turning to inventory. As a result of Chico’s brand sales falling short of our expectations, we ended the third quarter with higher inventories than originally planned. Excluding $17 million for Boston Proper, inventories increased by approximately $51 million or 29% compared to the end of the third quarter of 2010, a percentage increase consistent with the previous two quarters. Of the $51 million, $18 million is for fourth quarter comparable sales, $14 million for year-over-year new stores, $12 million for earlier receipt of goods, and $7 million due to higher average cost. In-store inventory per square foot was up 17%. Moving down the balance sheet, we recorded approximately $142 million in goodwill and $95 million in intangible assets for the Boston Proper acquisition. Approximately $51 million of the intangible assets relate to the Boston Proper trade name, while approximately $44 million related to customer relationships that will be amortized over a ten year useful life. The third quarter includes approximately $0.5 million of such amortization on non-cash charge. Our 10-Q filing for the third quarter will have additional information on the preliminary purchase price allocation for Boston Proper. Now, turning to the fourth quarter. First, let me remind you that the fourth quarter is not our largest quarter as compared to many other retailers and is typically less than 20% of annual EPS. That said, our planning assumptions, including the impact from Boston Proper are as follows. A mid single-digit increase in comparable sales, accompanied by an approximate 8% net increase in selling square footage. These anticipated increases along with a full quarter of Boston Proper sales should result in a total net sales percentage increase in the mid-teens for the quarter. As to store growth, we plan to open 16 boutiques and outlets, and close 15 boutiques during the fourth quarter. We should end the fiscal year at 1,250 stores, which would give us an approximate 8% net square footage increase for fiscal 2011. Gross margin as a rate of sales will decline in the range of 100 to 200 basis points compared to last year’s fourth quarter, reflecting a highly promotional missy sector, along with a need to align end of year inventories. As for SG&A, excluding the impact of non-recurring items as a rate of sales, we expect results for the fourth quarter to be in the range of flat to a 50 basis point improvement compared to last year’s fourth quarter. We expect SG&A dollars to increase by approximately 15% and do not anticipate any material, non-recurring items in the fourth quarter. Our assumptions also include an effective income tax rate of approximately 37.5%. We expect year-end inventories to be approximately 15% higher than the prior year, which assumes a (3%) increase in store count. Note, this excludes Boston Proper inventories, which will be incremental. I will also reiterate that the integration of Boston Proper is going well and we continue to expect that Boston Proper will be accretive to earnings in the first full year following its acquisition. These assumptions do not presuppose any future share repurchases. And so to conclude my comments. While our outlook is for a continuing, challenging macroeconomic environment and its attendant impact on customer spending, particularly the Chico’s brand customer, we are ready for the fourth quarter and expect to get our fair share of the consumers’ pocketbook. We feel this way because, Chico’s brand, Holiday, offers a great palette of rich, jewel-tone colors and lots of faux fur, texture sweaters, statement jewelry, and giftables. White House | Black Market delivers a balanced assortment for the holiday to meet all her lifestyle needs, casual-to-work to dressy. With the introduction of a ruby-red, our color offering is continuing to resonate well with her. White House | Black Market is known for being a great place to gifts, sweaters, luxe pullovers and jewelry. Soma is truly a holiday destination with its new embraceable robe collection, PJs and Oh My Gorgeous beauty gift sets. And last but not least, Boston Proper offers central fashion that allows her to sparkle and shine from a relaxing dinner party to a stellar New Year’s Eve. Across our four brands, our assortments are right and are supported by great advertising and amazing personal service. Our focus for the quarter is always is on our customer, working to strengthen our position with them and attracting new customers to our brands. We are moving aggressively to right size our inventory position to lay the groundwork for a great start to 2012. And importantly, we’re on track to deliver another year of strong performance in earnings per share growth. With that, I turn it back to Dave for his additional wrap up comments.

Okay. Thank you, Pam. Well, we have almost three weeks of the fourth quarter in the bank and I can share with you that as reflected on our unaudited daily (flash) sales, our total comps sales are running up about 4.6% and our total sales are up 15%. I believe that our holiday merchandise looks terrific across all brands and feel that our marketing and promotions will drive sales. By the way, I hope you’ve had a chance to see the Chico’s commercial with Diane Keaton, our first ever White House TV campaign and Soma’s great ongoing Vanishing Back bra campaigns. Industry-wide, we do foresee a highly promotional fourth quarter and we intend to protect our market share. Looking forward to our investor meeting in March 2012, I look forward to sharing with you some of the key growth initiatives of our recently updated three-year strategic planning efforts. Taking this long-term perspective, a couple of areas will be sharing with you in March include the significant upside we still have in organic growth for all brands. For instance, we plan to open at least 100 new stores per year. Second, the direct-to-consumer channel, a continued strong double-digit growth opportunity along with the complementary Boston Proper expansion of our customer base. Our plans are for DTC to approach 20% of our sales over the next three years. And third, the enhanced capabilities of our websites and social media, resulting in overall digital acceleration to drive customer traffic and loyalty. Taken as a whole, our three-year strategic planning efforts affirm our belief that Chico’s FAS with its portfolio of four high performing brands will be a company that over the long-term will continue to drive top-line sales and leverage expenses delivering meaningful year-over-year earnings per share growth. Importantly, we will continue to generate free cash flow to invest in our existing businesses and fund selective strategic opportunities. All, while returning excess cash to shareholders through annual dividend and share repurchase programs. Just this morning, we announced the new $200 million share repurchase authorization. In closing, I am extremely proud of what we’ve accomplished and look forward to the years ahead. I’m now going to open up the call for questions.

Thank you, Dave. Before Roco gives us the procedure for queuing for questions, I would ask that each questioner limit themselves to one question and one follow-up. In this way, we’ll be better able to accommodate as many questioners as time permits. You’re welcome to get back in the queue to ask a second question in the same manner you did originally. Roco, how many security analysts indicate a question?

As of right now, I am showing roughly 15.

And could we take the first one please, Roco?

The first question comes from Anna Andreeva of FBR Capital Markets. Please go ahead. Anna Andreeva - FBR Capital Markets: Great. Thanks, good morning, guys. Could you maybe talk about the monthly cadence during the third quarter at the Chico's division? I believe you talked about August starting off strongly for you at that concept. How was September and did the business decelerate sharply in October? I'm just trying to understand that. And the quarter-to-date comps running mid-single digits, what is Chico's? And then separately, you've talked about 15% operating margin goals. Longer term, I know you're taking BHAG obviously off the table for next year, but do you still think 15% margins are realistic for the business?

Well, that’s about 85 questions in one, but let me start. Coming off the second quarter, the Chico’s brand in July had a 14% comp store increase and followed by an 11% comp store increase in August. And so, we were really coming off some very, very strong momentum. And honestly, I took a shot. We went for the inventory. We thought that we could continue that momentum and it didn’t happen. As we look at it, our Chico’s customer is very sensitive to the economic news. She watches her portfolio and perhaps the portfolio is the modern day mood ring. So, I think that that is certainly something that we have to deal with. Do we believe that we can have earnings per share increases in excess of 15% a year? The answer is, yes. And I think if you come to our March Analyst Meeting, we certainly will get into that further as we play out some of our strategic plans. We believe that we have tons of organic growth and we also believe that we have the discipline and the brands to drive sales.

Our next question comes from Kimberly Greenberger of Morgan Stanley. Please go ahead. Kimberly Greenberger - Morgan Stanley: Great. Thank you. I'm wondering if you can just remind us how fourth quarter last year played out? Are you up against the more difficult comparisons of the quarter here in November? We just want to put the quarter-to-date trend into perspective. And then on the inventory side, I was impressed that you were able to go in and cancel some of your fourth-quarter deliveries as the third quarter progressed. I’m wondering if you can just step back and remind us what kind of flexibility you have in your supply chain and what is your ability, how many weeks out, to cancel orders if the business doesn't come through as you expect?

Well, as you know, our supply chain, when we are creating our own goods, we start with design and trend about a year out. And as we get into it, we certainly are committing at least six months out, but within that commitment there is some flexibility as we would have piece goods in production that perhaps we can pull the trigger on as we get closer in, but pretty much by the time you get 90 days out, it’s -- you know, you’re committed. So, what we had to do was to go back and look at our inventories going forward in a period where they hadn’t entered production. And that we reacted to. Now that caused a little -- obviously more inventory than we wanted in the third quarter. Based on what I saw for the spring season and what I saw with the momentum in the second quarter, would I do it again? The answer is, yes. I’d probably would have taken the same educated risk again because it’s certainly look like that that’s the way our business was playing out. But the fact that we took it. It didn’t happen. We reacted, we corrected. That’s what I feel very, very proud about our Chico’s brand and at Chico’s team that they reacted to this. They reacted not only to inventory, they reacted to expenses, they reacted to selling costs. Totally they were able to revise our plans and I think get things much more in level. Bob, you have the quarters from the last year. You want to comment?

Yes, Kimberly. For Chico’s FAS, including direct-to-consumer, November was the best month for fourth quarter 2010. I am sure in part helped by the Chico’s incremental TV campaign prior to Thanksgiving. December got tougher. Weather, I am sure played a role there. January got a little better for the company, but again weather certainly played a role in terms of the early spring assortment.

Our next question comes from Adrienne Tennant from Janney Capital Markets. Please go ahead. Adrienne Tennant - Janney Capital Markets: Good morning, everyone. Dave, my question is on marketing. I know that you did marketing for the first time at White House | Black Market ever, and then at all three divisions during the quarter. It sounds like it was successful at White House and Soma, but perhaps maybe not as effective at Chico's. And I’m wondering, does that change -- can you change any of the TV spot buys, and will you change any of them for the fourth quarter? And then if you can talk about what this means sort of for spring advertising. And then my follow-up for Pam is, can you give us a little bit more color on AUR, how much it was up versus AUC, how much that was up. And are we -- heading into the fourth quarter, are we at the max of the pressure that we'll see on the AUC? Thank you very much.

The first question. The television ad campaign, well, let’s first start with White House which was their first win. I mean, obviously White House had not run TV before. The campaign that we ran we felt was very successful. It did increase new customers to the file. As a matter of fact, they had higher new customer additions to the file than they’ve had in quite a while. So as we look at it we feel that it did bring in lots of new customers which is something that we really needed to do for White House | Black Market. So that I would deem as very successful. Soma has just been an ongoing success story. We’re driving when you look at the Cami Bra, the Vanishing Back Bra, the Allura Bra, the Vanishing Edge panties. Television has driven those independent product sales. As a matter of fact, we have sold millions and millions of those items. So, we know it’s working there. And we can tell, as a matter of fact having now done it for about a year and a half, we understand exactly how it does affect the business. We know that we can get some residual value even when we stop running for a few weeks. And then I guess when you get to Chico’s, one of the things that we think that we need to do there is to probably get more specific, more product oriented rather than just assortment. Really come out with advertising that will support some big ideas to drive traffic. The real problem I think that if you look in a lot of the stores has been traffic. Nationally, when you look at the shopper traffic reports, traffic has been down about 4%. So, to have the comps that we have with a 4% down in traffic really says that we’re doing. Once they get in the store, we do a great job. We are able to convert them. What we need is we need to drive more traffic. And I think as you see our spring campaigns in Chico’s, you will see that they are -- but what I say, more Soma like. They are going to go after products and product categories and big ideas, and we think that that will really help drive traffic. We are however very excited with the Diane Keaton ads and we think that those are just right for the holiday season. We think that she really is a terrific ambassador for the Chico’s customers and we’re very, very happy with the results there. We’ve gotten tons of press with Diane Keaton as well. She has been just fantastic I think for the brand. And so, I think that it remains to be seen how this will be played out in fourth quarter, but so far we’re really pleased with the campaign.

And maybe just to briefly comment, as we said in total, our ADS and our transaction counts are both positive. AUR was positive as well. As Dave commented, the issues were really around traffic and particularly with the Chico’s customer, the number of items per transaction. She was clearly in the store, she was clearly browsing, but she had more of a tendency to not buy multiple items as had been in the past.

Our next question comes from Stacy Pak of Barclays Capital. Please go ahead. Stacy Pak - Barclays Capital: Hi. I too think White House looks great. But I guess, Dave -- I have a couple questions. I mean, one is, is there a particular area of weakness in Chico's sales or was it sort of across the board and where's the inventory risk at Chico's? And I guess more broadly, I’m a little bit surprised to hear you would plan the second half like the first half, given the macro. And so, Dave, fundamentally can you talk about how you will approach inventory going forward. Do you buy up to the comps? How do you sort of reduce that kind of risk? And then I didn't hear a whole lot on Q4 marketing plans which I would love to hear about.

Well, you may be surprised but I certainly wasn’t. When you had the fact that I have and the momentum that we had in our business and understanding that we had been quite successful in taking market share. I think we approached the fall season, as I said internally, we were going to have one foot on the accelerator and one foot on the brake. And the accelerator was inventory and the brake is when we didn’t see the momentum as we started cutting back. But you have to be aggressive to opportunity, and I felt that we had an opportunity and I took it. And we’ll move forward. Hopefully, it will increase market share. We can use the inventory to drive sales and I think just the missy sector has been a little tough. Certainly that’s where the Chico’s brand plays. When you get into White House, it’s a little different story, a younger customer, and certainly those sales have been very, very robust. I mean inventory management, inventory is something that we spend a lot of time on. The whole inventory function reports into finance. That goes right to Pam. So every decision that we make regarding inventory we do with a financial check and… Stacy Pak - Barclays Capital: So will you plan Chico’s more conservatively now into 2012? How are you sort of thinking about that?

The answer to that is yes. Stacy Pak - Barclays Capital: Okay.

I mean, I think we react. And if we obviously react to the business at hand, I thought it was good chance to take a shot. I was wrong and so we move on. But the inventory is scrutinized every which way. It is a financial piece. Chico’s really had some good sales in sweaters. However that came at the expense of jackets a little bit. And what we found in the third quarter, some of the really hot products that we had in jackets, we didn’t have enough off. Our non-apparel was weak, but sweaters and woven tops were absolutely terrific. So just a rebalance of the assortment. We took shots where we thought we’d get results and we didn’t. So, we’re recovering, and next. Stacy Pak - Barclays Capital: Okay. And then just in terms of the fourth quarter, sort of the marketing plans by business or strategies?

Well, the marketing plans by business is the Keaton campaign continues, including spots on prime time network TV and the morning show. So that’s going to continue. As a matter of fact, I just saw one, was it Dancing with the Stars, or one of them in the last day or two. We’ve got prime time TV and we think that we’ll continue to drive through Christmas. Soma also continues with the Vanishing Back bra and the Vanishing Edge panties. That campaign has a little bit further to run up until probably the third week of November, and White House will come back. Right now we’re looking at whether it comes back in spring or fall of next year, depending on how we can get the product to support it and make sure they were in stock and what we’re going to go after. But for fourth quarter, really it’s Soma and Diane Keaton and those will continue into November, basically through November, up until that week right after Thanksgiving and then I think we’re done. The next piece is we have other catalogues that are dropping. We think that those are again strong. I’ve reviewed all the products and I believe that our assortments really look good for holiday across all the brands. So, I think we have the right ammunition and I guess like any retailer during Christmas you bite your nails and wait for the outcome. So, we’re biting away.

Our next question comes from Margaret Whitfield of Sterne, Agee. Please go ahead. Margaret Whitfield - Sterne, Agee: Good morning everyone. I would appreciate more color on how the direct business performed in total in terms of penetration by brand if you have it. And in terms of the quarter-to-date comps, were the same relative trends continuing between the brands regarding the comps? And also Boston Proper, did it lose money ex the acquisition cost and what's the outlook for stores next year?

Well, let’s take Boston Proper. Boston Proper, the outlook for stores next year is we’re in the process of working with design firms and we believe that we will open stores with the spring of 2013 I mean, it could be in January of 2013, which is fiscal ‘12, but January. February is probably the time that we’ll be opening Boston Proper stores as we really got into it and looked at the assortment and the availability of real estate. So, that’s number one. The question was on the profitability; Pam, you want to add on that?

Yeah, what I can remind you of there, Margaret is, what we had said last quarter, is that Boston Proper’s impact for fiscal 2011 would in effect be neutral, so through the third and the fourth quarter, there would be the ability to offset all of the one time costs. We haven’t provided any other commentary on their profitability other than for that. So, as I did comment, we are not expecting any material non-recurring items in the fourth quarter, so we’ll have a full quarter of their results. And as far as the direct-to-consumer business, we actually don’t breakout that detail by brands, but as Dave provided in his comments, it’s a business that continues to flourish. It’s very robust and has strong, high level double-digit increases. Margaret Whitfield - Sterne, Agee: And the quarter-to-date comps by brand, did they continue the same relative performance?

The same relative performance to --? Margaret Whitfield - Sterne, Agee: Meaning, double digits at the White House and probably a low single-digit or negative at Chico’s?

Yeah, they were in that range, yeah.

Our next question comes from Lorraine Hutchinson of Bank of America. Please go ahead. Lorraine Hutchinson - Bank of America Merrill Lynch: Thank you. Just wanted to follow-up on the Boston Proper. I know you mentioned opening some stores potentially in 2013. And I wanted to hear a little bit about the decision process around keeping a very high margin, very profitable e-commerce business versus moving it into the store channel and opening some stores. I guess where do you come out on just leaving that as, as is versus investing in the store channel?

Well, it’s a very good business and a very profitable business as is. And so we’re very pleased with the business as a whole. We will be testing in 2,013 stores and based on those stores and based on that test, we will then decide whether to go forward or how rapidly to go forward with stores. I believe that many, many great brands have started out at direct-to-consumer. And it gives you actually an advantage in finding your clusters of customers and starting stores. And, by the way, our stores are rather profitable themselves. So I think that we can run both channels. White House | Black Market is one that we were very successful in growing stores and growing them at appropriate profit levels. So we think we can do both. Again, as I said, that we plan to have our direct-to-consumer business, including Boston Proper to approach 20% of our total sales. We will experiment with stores for them or test stores for them. I think it’s rather a better thing. I think if we look at it we probably by the end of the 2013 would probably have somewhere in the 10 to 12 stores. And then based on the success of that, we will see where we go from there.

Our next question comes from Michelle Tan of Goldman Sachs. Please go ahead. Michelle Tan - Goldman Sachs: Great, thanks. I was wondering if you guys could talk a little bit more about the slight pickup that it looks like you've seen in November. Is that really a response to promotions and inventory clearing? And then I guess when you think about how you manage the business beyond this quarter, assuming that the environment stays tough or gets worse, what are your top of mind tools for managing through that, Dave? Is it controlling the inventory levels and the markdown exposure on the defensive side? What are the offensive things you can do to drive the business?

Well, I think the best offense is having the right product for the customers. She is going to shop. I think that when you get into tough times, it is a chance for our strong brands to increase market share. And that’s one of the things that I think that we’re in a great position to do. We have four great brands. Again, we have sufficient cash. More than sufficient cash even after buying $180 million worth of shares, paying $70 million in dividends and spending over $200 million and buying Boston Proper. We have lots of cash and no debt. So, I think that that lets us deal with things from strength. It lets us take an educated shot where we need to and most of the time they pay off and sometimes they don’t. And I guess that I just went through one that didn’t, but that’s retail. And we will closely manage inventories. Pam is all over them. It is a financial. Again, it’s one of our biggest investments that we make is in our inventory and certainly they are well scrubbed and scrutinized. And I think in any merchandising company every once in a while you have the merchandising just got. You look at the financial numbers, but you have to instinctively take a shot here and there and I think that we will still do. If we see another opportunity we have the financial wherewithal to take to shop and again expecting certainly different or better results, but I don’t really know what else to say on that. Michelle Tan - Goldman Sachs: That’s fair. And then on the pickup in November, you know, if you had to think about what the driver has been?

Well, I think that again as we had some new commercials with Diane Keaton. We’ve had new assortments as you got into the November. I think some of our assortments for holiday look great. The accessories look great, a lot of the sweaters are doing well. So, I think that with Chico’s companies every three to four weeks, we get a whole new assortment. So, the customer votes based on what you have and she votes at the register. And so, I think that, you know she is liking what she sees and we just got to get through this Christmas season.

Our next question comes from Jennifer Black of Jennifer Black & Associates. Please go ahead. Jennifer Black - Jennifer Black & Associates: Thanks for taking my question. I wondered if you could talk about the response to the Black Label merchandise at Chico's. And do you think your customer wants more premium merchandise, and is willing to pay for it? And then I also wanted to ask about the outlet business at all the divisions and will you be sending the excess Chico's merchandise to the outlets? Thank you.

The answer to your first question regarding Black Label is yes and yes. The Black Label goods I think were put into 75 or 80 of our strongest stores. These are stores that are very, very high volume. And just to give them more depth in existing items is not enough. We needed higher price points and the customer responded. I think it’s going to be a really great part of the mix. It was also very strong on direct-to-consumer. I think that the customer we earned we could probably use a lot more pattern in there as well. But we were very happy with the initial sell-throughs in all the Black Label products. And I think it really showed us that we can sell price points that we never thought we could before as long as the product is worthy of the price point. Jennifer Black - Jennifer Black & Associates: And the outlets?

On the outlets. We think this is an important part of our strategy that Chico’s outlets are predominately a made for outlet division that has become very profitable. We do believe that we need to have 5% or 10% of that assortment be available to take store liquidations. But I can tell you that the most important way to liquidate excess goods has been direct-to-consumer. We are able to liquidate at probably 10 to 15 points in margin higher than we would liquidating it through an outlet store. So, it is a very, very profitable way to liquidate. And that’s one of the big tools that we’re using.

Our next question from Neely Tamminga from Piper Jaffray. Please go ahead. Neely Tamminga - Piper Jaffray: Rocco, that was perfect. Well done. So I wanted to look just a little bit past holiday, if we could. And just look just into spring. I know you guys are really good about transitioning kind of early spring, even in that post day after Christmas sort of time frame. So could you give us a sense as to what we're looking at in terms of the assortment because I think innovation can trump economy, Dave. Are you guys looking for any sort of significant change in silhouette? Fabric? Color versus last year...?

A couple of things that we have up our sleeve, which is going to be a big marketing push, I really am not going to disclose at this time. But we do have some really big ideas and one of those big ideas will be a television campaign. We do believe. Again, we excel in the spring season. First and second half of the year is our strongest season. First quarter is huge for us. So we are loaded and ready for first quarter. A lot more color, a lot more pattern. I think you’ll see a great balance in jackets and a few exciting things that are up our sleeve. Neely Tamminga - Piper Jaffray: Can I just ask a real quick follow-up, and that is on Zenergy. Could you characterize maybe how Zenergy performed relative to the balance the assortment? Thanks and good luck.

I don’t have any information with me on Zenergy. Anybody else can?

It was just okay.

Okay. All right.

Our next question comes from Marni Shapiro from The Retail Tracker. Please go ahead. Marni Shapiro - The Retail Tracker: Hi, guys. Dave, could I just say by the way how refreshing it is to listen to a CEO get on the call and admit I took a shot and I made a mistake. Kudos to you. This is retail. People make mistakes. You've got to go with your gut sometimes.

Thank you. Marni Shapiro - The Retail Tracker: I'm curious, though, if you could talk a little about Chico's direct versus Chico's in-store, did you see the same drop-off online that you did in stores? And if you could also just talk about while walking the stores, I saw a tendency for what I call it your glitter, patterned shiny stuff sell out very quickly. And then for sort of the racks of more basic stuff to sit a little bit longer. And is there a way to chase into the novelty that it seems that she's buying?

You got it. Those are the things that sold out first. A lot of the glitter in the pattern and we were under inventoried in those. And I wish that we would have had a lot more depth. We didn’t, and that’s hard to chase. They are so individual that it’s -- with the embellishment and the fabrication and the work detail that we put in, it’s a very hard patterns to chase. I do appreciate your comment on taking a shot, we did take a shot and it didn’t work. But in my 35 year retail career, I’ve taken a lot of shots and I would say that I have an above average shot record. So we’ll work on keeping it above average as we go forward. And there is another part of that question.

Yeah. The first question and, Marni, I’ll answer that for you, is what we did comment on was that the weakness was really in the frontline for Chico’s.

Yeah. But when we look at it that’s true to say that, but there is a thing going on now between direct to consumer and frontline that is almost seamless. When we run page search because we know we have most of our customers, the vast majority, over 90% of our customers in our loyalty program, we know how they respond. We run page search on the web. They shop in the store and buy the item. So, when we look at it, it’s really seamless. The big thing is is we’ve almost doubled our multi-channel customers over the last year, which I think is a really big deal. Multi-channel customers spend two to three times more than a customer that shops only one of those two channels. So, it’s so intertwined now, it’s just hard to distinguish where she is shopping. I mean that is one of the reasons why for me I like small efficient stores, smaller efficient stores. I do not like the big 5,000-6,000 foot stores because I think that when we look going forward I think the direct to consumer is going to continue to be important. I think that both stores and direct to consumer support each other and it’s very important that we develop both channels.. So, I think the best way to do it is when you’ve got efficient productive stores. Marni Shapiro - The Retail Tracker: I think that’s fair. Were you guys able to chase novelty product going into the spring season as well seeing that that trend was working?

Yeah, we do have more novelty product, more pattern, more bling. A lot more going on when we get into spring. I’ve looked at all the jacket assortment and I think we have a terrific offering as we go into spring.

Our next question comes from Janet Kloppenburg of JJK Research. Please go ahead. Janet Kloppenburg - JJK Research: Dave, I was wondering if you could talk a little about Chico's fall performance. Last fall, last third quarter, and fourth quarter their performance was good, not great. They tend to have fairly strong spring performances. And I'm wondering if you look back on this fall performance, what you might have done differently? And more importantly, as you look to the brand, is there something you can do to transform it so that it can be as attractive to the consumer in the fall as it is in the spring? Thank you.

Well, we had, as I look back to last year, we had a tough second quarter. You guys probably remember me talking about that where I thought that we had some delivery issues, some product issues, many things that had kind of gone wrong in second quarter that led us into really a less than expected third quarter. Although, again, we knew that one was coming based on the second quarter results. So, as we looked at third quarter this year and we look at our performance all spring over the previous year, we thought we were up against a very, very tough third quarter and that’s one of the other reasons why we took a shot. Last year we had a tough July, very tough July and a tough August. This year, we were up 14% comp sales in Chico’s brand in July and 11% in August. So, it looked like that we -- where we certainly tripped last year, we fixed that. We just pushed it a little further out maybe another month or two. Honestly, as I’ve said with the Chico’s brand, we can always say I wish they had more bling, I wish they had more pattern. There’s a lot of things that I wish we had more depth in, but at the same time I do think that for that true missy customer, she is being affected by the economy. I think that she can work at any level of the stock market. If the stock market’s at 10,000 as long as it’s stable, she’s fine. But it will be great when we get past the elections next year and hopefully people will start talking positive again or we get out of this partisan politics which is I think is just bad for business. I think our customer wants stability.

Our next question comes from Edward Yruma from KeyBanc. Please go ahead. Edward Yruma - KeyBanc Capital Markets: Thanks very much for taking my question. Can you talk a little bit -- you made a bet in Chico's, and I appreciate your openness that it didn't work out for the quarter. Are you making the same bet, given the relative strength at White House | Black Market?

Well, the answer is yes. White House had a tough fourth quarter last year. When you’re in the fashion, let me just say this. As I’ve said before, fashion businesses are not for the faint of heart. Fashion businesses are just that. They will ebb and flow. White House | Black Market is hot. They are doing everything seems to be going to right there. And yes, we have taken the appropriate action to boost the inventory in White House | Black Market and it did pay off in the third quarter, and it’s paying off in the fourth quarter. I mean we’re getting nice double digit counts. And I expect for that to continue. I just don’t know what else to say. We’ll always take shots where we think that that we have businesses in a customer base that will respond. Edward Yruma - KeyBanc Capital Markets: Great. And one follow-up. Now that you’ve completed the acquisition of Boston Proper, can you please talk about how you feel about minimum cash balances going forward? Thank you.

Say that again?

Cash balances going forward.

Pam, you want to take that one?

Yeah. As the company has stated for some period of time now, they view that $200 million is a good level for thinking about minimum cash, and I have had the chance to look at that and I think that that’s a very good number and benchmark for us.

Our next question comes from Dana Telsey of Telsey Advisory Group. Please go ahead. Dana Telsey - Telsey Advisory Group: Good morning. On core Chico's, how much of it do you think is company specific versus macro? You mentioned non-apparel not as strong. Anything changing there? And just lastly on pricing. How is the IMU by brand, and how do you see the average unit cost changes over the next year? Thank you.

Well, you know, always, even though I think some of it is macro, I’ll always take the majority of it saying there were things that we could have done better internal. So, when I say 60% internal, I wish they would have had more patterns. I wish they would have had more embellished goods. The answer to that is, yes, and 40% macro. So let’s just do it like that. I don’t know if it’s 60-40, 40-60, whatever, but I’ll just assume that a lot of these things that we can control. There was a second part there. Dana Telsey - Telsey Advisory Group: As far as AUC for next year?

AUC. I think that we are seeing AUC being beginning to stabilize. Certainly cotton has come down, way, way down. The synthetic fibers have come way, way down too and production, Kent, you just get back from production trip in Asia for the last week, maybe you want to comment on that?

Yeah. Dave, that’s absolutely correct on raw material side. Basically, we’ve got some stability in the synthetic, cottons coming down. Our own migration in terms of country of origin, we’re seeing some good costing and efficiencies coming out of Vietnam, Indonesia and India, while there is still significant pressures on Chinese labor cost. They are not taking it sitting down. They are trying to look for ways in terms of how to improve their efficiency. Examples would be just in time ordering on the raw material side, trying to minimize the amount of time it takes to change over production to another line. So even though the costs are rising we’re seeing some build in efficiencies in the chain as well.

Our next question comes from Richard Jaffe of Stifel Nicolaus. Please go ahead. Richard Jaffe - Stifel Nicolaus: Thanks very much guys. I guess the follow on to the fourth quarter ad spend, if you could I guess give us some color on where the dollars are going to be directed by division? And then if you get a sense of dollar change year-over-year that would be helpful. Richard Jaffe - Stifel Nicolaus: Well, they are directed at Chico’s and Soma. White House does not have TV for fourth quarter.

Yeah. And as far as the marketing dollars, we just pretty much talked about the overall leverage we’ll accomplish and that total SG&A will increase by 15%. That would include the marketing in that.

And Richard, remember that Boston Proper’s catalog costs are in that as well.

Boston Proper’s catalog, that’s a very good callout. Boston Proper’s catalog cost, that is -- catalog for them is also their selling cost. They do not have selling cost like we would in stores. So, you will see a little, slightly higher marketing cost from the corporation based on Boston Proper. But again, that’s offset by reduced selling cost. Richard Jaffe - Stifel Nicolaus: Sure. So I am just trying to tease those two factors apart?

Yeah. Boston Proper is probably -- if you look at our marketing increase for the fourth quarter, it’s probably half of it, approaching half of it.

Yeah, we said it was $3 million of the $7 million increase in the quarter and they were in our numbers for six weeks. Richard Jaffe - Stifel Nicolaus: So, we should look for something like twice that in the fourth quarter?

That would be a reasonable assumption.

I don’t know without looking at it.

Let us follow-up with you on that, Rick.

I think we have to. I honestly don’t know that number off the top of my head and how it breaks down by brand and the total with Boston Proper. Richard Jaffe - Stifel Nicolaus: Okay. I will follow up with you guys. Thanks.

Our next question comes from Roxanne Meyer of UBS. Please go ahead. Roxanne Meyer - UBS: Great. Thanks. My question is on Soma. Your performance there has been really impressive. Obviously TV is also helping to drive sales in specific categories. Just wondering if you could give us an update on the longer term, how the recent performance makes you think about your ability to be profitable after covering shared expenses for the brand.

Well, I think we’re well on our way. I think this year we’ll have -- Soma certainly is making a contribution, we will be profitable on a four wall basis this year. So, I think that’s good progress, and we feel great about the brand going forward that it has the ability to continue to progress. Long range, obviously, we have a lot higher standard for it than maybe we’re seeing in the short-term, but we’re still looking at that tipping point between the amount of stores, the amount of marketing, what it takes to really get that brand to the right proportion. I mean, over time, I need to bring the marketing cost down in the brand, and I think the best way to do that is by getting to the right level of marketing spend and then growing sales without increasing the absolute dollar spend. So, that’s the kind of numbers that we’re working on right now. But it does take a lot of marketing to drive traffic and to drive customers in to test changing an intimate apparel brand that they are currently using. It’s probably one of the highest loyalties to a product that a woman has is intimate apparel. So when we’re changing that, it’s a task but I think we’re making good progress at it. Our bra business is absolutely spectacular, our panty business is great. We’ve narrowed our focus down in the apparel piece to dresses, and we have beauty, and obviously sleepwear and pajamas and robes which are very, very important part of our business in fourth quarter. Soma is probably the only one of the brands that has more of a traditional fourth quarter build and so we’re expecting them to have a decent holiday. Roxanne Meyer - UBS: Great. Thanks for all that color. And just as a quick follow-up. It sounds like knowing how much of the marketing is needed to get that traffic, what inning do you think you’re in in terms of getting that sustainable level. It sounds like it could be still a few year away?

We’ll end the year this year with little over 204 stores in the next year -- within next year with 204 stores. That’s planned right now and I think as we get into next year with 200 stores, we’re beginning to have enough stores kind of coast-to-coast where the national advertising really becomes more and more effective. And as we continue to increase our stores we’ll probably be growing the Soma brand by somewhere around 15% or so in store growth a year. So that’s 30 or so stores a year, and I think we’ll continue to see it build.

Our next question comes from Sam Panella of Raymond James. Please go ahead. Sam Panella - Raymond James & Associates: Thank you. Just a follow-up there in terms of the 200 stores for Soma next year. Are you speaking about just frontline locations and then in that regard, are you finding the real estate that you want to continue opening the FAS stores?

We have some FAS stores that are opening this spring and then after that I don’t think we’re going to be doing any more FAS. We’ve kind of figured out what it takes to run a successful story in a mall and we also understand the time that it takes to build the Soma brand in a mall, the growth it takes. So, I think we have a good understanding. So, after the spring, we will be doing only full line, frontline stores. Soma still is a category where there is a huge direct to consumer part of it and we will continue to be aggressive about growing that direct to consumer piece as well. Soma -- Kent you got any color you want to add on that?

Yeah. Basically, I think the question is on the make-up of the fleet and there is approximately 17 outlets and about 160 frontline stores presently. Sam Panella - Raymond James & Associates: Okay. And then as a follow-up for Pam. In terms of the gross margin pressure, you’re looking at in the fourth quarter, are you thinking about that just related to Chico’s or you also maybe being a bit cautious with the other brands as well given the highly promotional environment that we’re in?

The range that we gave is encompassing for all of our brands, obviously the concern is more around the Chico’s brand due to the fact that our inventories are higher than planned and we fully expect the Missy sector to be quite promotional.

Our next question comes from Brian Tunick of JPMorgan. Please go ahead.

Hi, it’s (Simeon Segel) calling in for Brian. Just to quantify cost inflation briefly. It looks like you had roughly 4% increase in the inventory I believe related to AUC upticks. Is that the level we should be looking at for 4Q and then as you said, sequentially, it should improve, the pressures should improve for the first half of ’12. And then just quickly, it looks like the national store support center expenses came in better than at least we were anticipating. I was wondering if you could provide any color and leverage there and if there are any merger related synergies we need to be considering that will hit any of the expense line items. Thanks.

I’ll comment on the average unit cost. It will see similar results and pressure on the average unit cost in the fourth quarter and then we’ll begin to hopefully see a little bit of relief in spring.

And I would say on the NSSC, clearly some of that is the impact of lower incentive compensation in the third quarter as a result of the performance in the third quarter. As far as synergies with Boston Proper, some very exciting news there. Many of the items that we foresaw when we were considering the acquisition, the team is well on their way to bringing those synergies to fruition. We actually think that we will be seeing some of those in the fourth quarter. And as we commented, we’ll be providing more color on that in conjunction with our year-end earnings commentary.

Our next comes from Liz Pierce of Roth Capital Partners. Please go ahead. Elizabeth Pierce - Roth Capital Partners: Thanks. Good morning. Most of mine have been answered, but two quick questions. Do you guys have counters in all your stores?

Yes.

The answer is yes. Elizabeth Pierce - Roth Capital Partners: Okay. I was just trying to clarify when you said that the traffic was there but the conversion wasn’t happening in the...

No. no. It’s actually opposite. The traffic was -- when I look at the national traffic counter statistics, traffic is down 4%. We are somewhere in that line, a little more, a little less depending on the brand. Our conversion is actually up. I mean, when you look at that for traffic and see the Chico’s performance, they have done a terrific job in converting the customers that come into the store and their average unit retail is up a little bit, but the conversion is where they really did well. Elizabeth Pierce - Roth Capital Partners: Okay. But there are counters in the store?

Yes, there are. Elizabeth Pierce - Roth Capital Partners: Okay. And then were there any regional variations in the quarter by any of the brands?

Yes. Elizabeth Pierce - Roth Capital Partners: (inaudible) If I say kudos, also echo Marni’s kind of kudos, will you answer?

Well, we do have it by region. Is there any remark that you want to put on it by -- obviously, there is some differences. You can look at weather patterns and see where there are some regional differences. We could say that Northeast is the worst.

And that was somewhat weather related, and other than that, I think it was -- no region, was uniquely differentiated.

White Black is northeast also.

Weather related.

And actually, Soma was the Southeast, for some strange reasons.

Our next question is a follow up from Kimberly Greenberger of Morgan Stanley. Please go ahead. Kimberly Greenberger - Morgan Stanley: I think earlier you were asked about just the cadence of how the months came together here in the third quarter and I apologize if you’ve answered it, but I didn’t hear the answer. I’m wondering if you can repeat it.

Say that again.

The Cadence of the comps in the third quarter (inaudible)

Yeah. What we said is we had seen some signs of recovery when we were on our call in August and then that didn’t hold and pretty much maintained across the rest of the quarter.

We had a decent August and it got...

It fell off and then…

It fell off and…

And maintained.

Yeah, in September and October, I think kind of steadied. But at a different level than it had been in the spring. Kimberly Greenberger - Morgan Stanley: So, September and October were relatively similar and August was the best month?

Yes.

Our next question comes from Paul Lejuez of Nomura. Please go ahead. Paul Lejuez - Nomura: Just on the 100 stores that you’re talking about opening over the next couple of years, how does that breakdown by concept. And then just second, can you say what the P&L impact of Soma was this quarter, this year and what your outlook is for ‘12? Thanks.

In terms of the stores when we look at our total going forward we believe that -- this is without Boston Proper, if we added that in and we even got and have more I think we can have more than 2,000 stores in the U.S. in our existing three brands. And then whatever we want to put on top of it for Boston Proper. In that we’re in a new growth spurt for White House | Black Market. We believe that we have unlocked a lot of new locations and kind of the secret to be successful in a lot of new locations. We’re also growing Chico’s, we think there is probably in their frontline stores and other 75 or so Chico’s stores and probably another 75 or so outlet stores. So it’s probably another couple of 300 White House | Black Market stores between both outlets and frontline. And then there is another few hundred Soma stores. And when we get into Boston Proper, I don’t know, can it be as bigger brand as White House, who knows, we’ll find out. But tons of just opportunity right here in the U.S. And then we’ll be looking at other markets that maybe interesting as well.

Our final question will be from Travis Williams of Stephens. Please go ahead. Travis Williams - Stephens Inc.: Clean up hitter. Hey, guys. Couple questions for you. I think in your opening comments, you talked about, when you were addressing the Chico's weakness you had talked about some feedback from some customer surveys I believe through your loyalty program. You mentioned, I guess the sense that you guys got was that the product was on-trend with respect to style and color. I was wondering if you could give a little more color on that. And then the second question I have is -- just relates to the announced buyback. Clearly the stock here has pulled back quite a bit even before Dave announced it's down. I'm assuming, given the track record of management team there, the size of the offering or the authorization that this is not a cosmetic buyback program. And then with respect to the buyback program, when does your window open for repurchase activity? Thanks.

Do you want to answer that Pam?

Yeah. Actually, our window opens on Wednesday. So open period is on Wednesday. And clearly the $200 million is in effect the renew of the program that the Board authorized about this time a year ago. And as Dave said as we just completed our strategic planning efforts, looking at the outlook for the company, the Board felt very strong that we should continue with the repurchase program and that is why we’ve made the authorization announcement that we have today. As far as the Chico’s customer survey, yes, that was done in conjunction with our customers and our loyalty program. And as Dave said, about 70% of them commented that they had pulled back on their spending in the quarter. They also commented on that there were many things in the offering that they like and if you recall, last year we had some issues transitioning the weight of the fabrics from the spring to the fall season and that was something that clearly was not an issue for us in the current quarter.

In terms of color, we didn’t have the right color. We were too dark, about fall in too soon last year. Too heavy in weight. We didn’t have that problem this year. And I would say if there is anything -- the weight was right, the color trends were right. I wish I would have had more patterns, I wish I would have had more sparkle. Travis Williams - Stephens Inc.: Yeah. And I too would echo Marni’s comments. I think it's great that you guys don't start throwing out excuses and talk about weather and chupacabras and everything else. I guess our channel checks, our feedback basically pointed towards the same thing, that the product was right for those that got in the stores. But really, do you get any sense that maybe a warmer fall played into the Chico's softness a bit in terms of traffic? Trends overall?

Not really. I mean I think that our weight -- we were way too heavy last fall. This year I thought our weights are okay. So, I really don’t think that that was weather related. The weather that really affects us is when we get big snowstorms or rainstorms or tornados or something that wipe out sections of the country and power goes down. We do track that. We look at store days loss this year versus last year, especially as we get into this fourth quarter or the winter season, as we get into spring. But I don’t think that there was anything outside of perhaps the northeast, some of the flooding and rains that we had there that was anything unusual. So, I felt that our weights were right, our colors were right. Should have had more of some items, and that was the best we could do. Travis Williams - Stephens Inc.: Okay. I appreciate it guys. I also would add that I think that the transparency on the composition of the inventory growth was very helpful in the press release just for what it’s worth.

Thank you.

Well, thanks. Okay. Thank you, all, and I hope you guys not only are in the fourth quarter call but we’ll see you again in March down here. I think, get to meet the new members of the team on Boston Proper and get to meet Pam. So I really do hope that we’ll see most of you down here in March. Bob?

David, thank you. That concludes the Q&A session as well as this conference call and webcast. Two calendar items, Chico’s FAS will participate in the Wedbush California Dreamin’ Conference on December 7. Also, sales and earnings for the fourth quarter of 2011 will be released on Wednesday, February 22, 2012, before the market opens 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. We thank you for attending today’s presentation. You may now disconnect your lines.