David Dyer - Chief Executive Officer Pam Knous - Chief Financial Officer Cynthia Murray - Brand President - Chico’s Donna Colaco - Brand President - White House & Black Market Laurie Van Brunt - Brand President - Soma Sheryl Clark - Brand President - Boston Proper

Edward Yruma - KeyBanc Capital Markets: Adrienne Tennant - Janney Capital: Neely Tamminga - Piper Jaffray Liz Dunn - Macquarie Randal Konik - Jefferies Roxanne Meyer - UBS Janet Kloppenburg - JJK Research Lorraine Hutchinson - Bank of America Anna Andreeva - FBR Capital Markets Betty Chen - Wedbush Marni Shapiro - The Retail Tracker Paul Lejuez - Nomura Brian Tunick - JPMorgan Dana Telsey - Telsey Advisory Group

Good morning and welcome to the Chico’s FAS Inc.’s third quarter sales and earnings conference call. At this time all participants are in a listen-only mode. (Operator Instructions). It is now my pleasure to introduce your host, Todd Vogensen, Vice President of Investor Relations. Mr. Vogensen, please go ahead.

Thanks Emily and good morning everyone. Welcome to the Chico’s FAS third quarter earnings conference call and webcast. Joining me today at our national store support center in Fort Myers are David Dyer, our CEO; Pam Knous, CFO; Cynthia Murray, Chico’s Brand President; Donna Colaco, White House & Black Market Brand President; Laurie Van Brunt, Soma Brand President and Sheryl Clark, Boston Proper Brand President. Before Dave begins his executive overview, we would like to remind you that our discussion this morning includes forward-looking statements and quarter-to-date data points which are subject to and protected by the Safe Harbor statement found in our SEC filings and in today’s earnings release. These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially. 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. And with that, I will turn it over to Dave.

Great. Thank you Todd and good morning everyone. It’s a beautiful day in Fort Myers. I’m pleased to announce our strong third quarter results. We delivered record third quarter sales and the highest third quarter earnings per share in six years. We planned for a strong performance in the third quarter and we more than delivered. Earnings per share, up 39%; comparable sales, up 9.9%; gross margin, up 120 basis points; SG&A leverage of 60 basis points and inventories down 5%. Our strong comparable sales increase and profitability point to the strength of our business. Overall our unique leading edge fashion and innovative marketing continue to drive significant achievements, including a double-digit increase in new customers and increases in both average dollar sales and transactions. These results mark our 14th consecutive quarter of comparable sales increases and the 15th consecutive quarter of double-digit earnings per share growth, demonstrating a consistent level of strong performance. I was especially pleased with the love of merchandise innovation that we delivered this quarter. As you’ll hear in a few minutes, each brand is clearly differentiating itself through creative and unique merchandise. Chico’s with the So Slimming jeans, White House Black Market with the work kit, Soma with the sensuous sides and embraceable bra launches and Boston Proper with All the Right Curves denim and repositioned SportChic lines. Our trend right fashion also drove exceptional new store performance. The company has opened 111 new stores to-date this year, including 29 outlets and overall new stores are beating our sales expectation and performance. Turning to our pillars for growth, in the February conference call I discussed with you our organic store growth plans. I highlighted the fact that Chico’s FAS is one of the few specialty retailers that can grow its square footage by 8% to 9% per year for the foreseeable future. In May I discussed our innovative and creative marketing plans, which truly differentiate our brands and drive awareness, customer loyalty and market share. Last quarter I talked about our third pillar, our ability to leverage expenses as we continue our march towards mid-teens operating percentage. Today we’ll discuss our fourth and final pillar of growth, that’s maximizing brand potential. We again are joined on the call by all of our Brand Presidents, Cyni, Donna, Laurie, Sheryl. Each of them will highlight their third quarter successes, as well as provide insights into our plans for the holiday season. Here’s Cyni.

Thanks Dave. To start I am delighted to report that the Missy’s Customer Wallet is open and we are gaining share as evidenced by our third quarter results. These super results were driven by some strong strategic initiatives that strengthened our transition from summer into fall and I’d like to highlight a couple of them for you today. First, we know that our Chico’s customer crosses our store threshold often and she is always looking for fresh and new merchandise. To satisfy that want, we pulled new product introductions, added a new color story to each floor set and stepped up merchandizing flow during the quarter. Another key initiative was our overall emphasis on color, pattern and novelty. Color is a high penetration of our overall assortment and in this case, color means color, like Razzie Red, Blue Grotto, Amethyst and Teal. Our Chico customer loves color and is not afraid to stand out among the traditional neutrals of the fall season. Her response to our vibrant pallet was very positive. Additionally we increased our pattern in all of the offering this year and again our customer rewarded us with her purchases. Turning to the outlet business, we’ve continued to build on our success, with over 90% of our assortment in made for outlet product. We’ve opened 60 new outlets this year with a concentration on top centers and new centers. We believe that our ultimate number of outlets could be as high as 150 stores over the next several years. I would also like to take a moment to update you on the black label collection, which was first introduced in October last year. This collection is available online and in select boutiques and continues to elevate and enhance the image of the Chico’s brand from both a product offering and a price point perspective. This unique assortment has helped generate incremental transaction from our best customers. And finally our So Slimming offering has been our most significant and most successful product launch in many years. We introduced So Slimming in denim last fall and based on our customer response we have since expanded it to several pant styles, which have included color, pattern, new silhouette and new fabrics and we supported So Slimming with creative mailers and television advertising that was energetic, playful and full of personal style. And to answer that question your certainly going to ask, yes, we are evaluating the use of slimming technology into other categories. Now looking ahead to the fourth quarter, our focus shift to holiday collections and gifting. Sweaters and accessories are always a key gifting category at Chico’s and this year those categories have been designated to support So Slimming pants outfitting. In addition the jacket category is growing and will support key looks; no one does jackets better than Chico’s. Finally, we also have a collection of dressing merchandise featuring velvet, sequence and beautiful Jakarts. We know that the Chico’s customer is highly sociable and determine to look great at her holiday party. Before I wrap up I would like to thank and congratulate my amazing team on a terrific year. I am thrilled with our third quarter performance and I’m looking forward to the holiday season. Now I’d like to turn it over to Donna.

Thank you Cyni. I am really pleased with our third quarter results at White House Black Market. As we successfully cycle the launch of our expanded lifestyle offering, achieving a three year stat of 27%. Our performance is driven by the success of key initiatives. First, our customer’s response to the fall collection was overwhelmingly positive. Our expanded lifestyle assortment anchored by the work-kit continued to gain momentum in the quarter and the pop color of the season Amethyst resonated strongly with her. Second, we had increased the brand’s awareness and brought new customers into the brand through innovated multi-channel marketing, television and social media. We ran our second ever slate of network primetime television advertising, which included spots during the Emmy Awards. The campaign reinforced the brand’s positioning and wear to work, with a clever spot once again featuring Coco Rocha and the White House Black Market work kit. In total, she danced in 13 different combinations of the fall collection outfits, conveying our modular design and versatility. Third, our new stores have performed above pro forma levels, indicating the successful expansion of our boutiques. We now have over 400 frontline boutiques representing an increase of over 10% compared to last year. Fourth, made for outlet penetration continued to grow, exceeding 60% in the third quarter with our outlet store space growing by over 70% compared to October of last year. And last, we experienced success with the re-launch of our shoe collection; higher quality, better fit and sophisticated styling resonated strongly with our customer. She clearly appreciated the quality value relationship of our product. The positive achievement of each initiative point to the continued growth of White House Black Market. The brand is now recognized as a lifestyle brand, which is evidenced by the number of new customers we are tracking to the brand and the frequency with which our customers are shopping. Now turning to fourth quarter. We are extremely proud and excited about our winter holiday collection. With our customer’s hectic lifestyle in mind, the collection was inspired by and designed for her. We focused on unique, versatile separates and seasonless with fabrications that can easily cross from day to dinner. Our holiday collections include a balanced assortment of price points for every lifestyle. The initial response to this collection has been very positive showing in sweaters, dresses, jackets and denim. We will also be offering positive (ph) color in cardinal red and beautiful mixed metallic of gold, sliver and touches of bronze. I’d like to take this opportunity to thank my team for all their hard work and congratulate them on the terrific success this year. In summary, our marketing is dynamic, our customer relationship and service are exemplary and we are excited about the products this holiday season. Now, I’d like to turn it over to Laurie.

Thanks Donna. I am thrilled with Soma’s strong performance in the third quarter and I’d like to thank my team for driving yet another fantastic result. For the second consecutive quarter the soma brand achieved above break-even profitability on a rolling 12-month basis and we anticipate Soma will be profitable on an annual basis in 2012. During the quarter we launched two new bra lines, our Sensuous Sides bras and our Embraceable bra collection. Sensuous Sides build on our reputation for providing sensuous and innovative solution, with technology that slims and smoothes a woman’s side, while at the same time making her look beautiful. The Embraceable bra collection is an expansion of our soft embraceable fabric into the bra category. The new bra collection includes three fits; full coverage, average coverage and a no show minimizer or a fit for everybody. Embraceable is a great collection that is so comfortable and supportive, you forget you have it on. And of course our Vanishing Back bra collection, with exclusive back moving technology continued in new fall colors and in multiple styles. We also extended the success of our spring vanishing tummy launch with the addition of our vanishing tummy panty with lace. Soma drove new customers with store openings and with television advertising. During October we sponsored a Soma bra makeover event on Today’s Show three with Hoda and Kathie Lee. The makeover event was with five real women, all who were our customers. The event was a huge success in driving brand awareness. As we transitioned to holidays, Soma seams are embracing, indulging and giving. Embracing warmly those you love, indulging in unforgettable moments and giving gorgeously at the holidays. Our holiday season will be driven by embraceable sleepwear key items, including PJ Separate, Cool night PJ SET, robes and matching slippers, which are of course all soft and beautiful. We also have two limited additional sleepwear collections that will make wonderful gifts for the women in your lives. In addition to sleepwear, beauty is our other gifting category. We have two collections, Oh My Gorgeous, our Fine Fragrance line that comes in three fragrances, Soma Sensuality, our bath and bodyline that comes in four scents. Although this holiday season is to be recognized as a gift destination, we made good progress in the fourth quarter of 2011 with the introduction of gifting merchandise. We expect our holiday product offering for this year will absolutely wow and delight both new and existing customers. Overall, Soma’s strategy is to further build brand awareness and market share, with beautiful products that provide solutions for our customer. One exciting development is that we have begun rolling out an updated store environment, which we have named our Linen and Lace store design. Our Linen and Lace stores have a lighter, warmer environment and make it easier for our customer to shop. We’ll have approximately 35 to 40 of these Linen and Lace stores by the end of this year, with all new and converted stores adapting the Linen and Lace design. In closing, 2012 is shaping up as a record year for Soma. We are taking this momentum into Q4 and are planning for a strong holiday season. Now, I’ll turn it over to Sheryl.

Thanks Laurie. It’s been a little more than a year since Boston Proper became part of the Chico’s FAS family and we are very pleased that Boston Proper has been accretive in every quarter since last year’s acquisition. So much has happened in the past year and we really couldn’t be more excited to be here. As Pam discussed in the second quarter call, integration activities really ramped up this quarter, with the goal being complete in early 2013. By incorporating Boston Proper with Chico’s FAS, we will have a new and improved e-commerce website, scalable systems, better processes and upgraded reporting that will fuel our strategic growth. We were also pleased with the third quarter merchandise performance results. Trendy Boston Proper, our high fashion impulse merchandise and Classic Boston Proper, our wardrobe building fashion essentials, both performed well. We saw particular strength in our tops, dresses, jackets and denim. We successfully launched our All The Right Curves Jeans, which are engineered for style and design to lift and slim. In addition, we introduced a new product positioning in our sport business with SportChic. This product fills the closet niche for every day, on the go, active and easy casual sportswear, with a sensuous and fashionable style. As we move into the fourth quarter, we are excited for the holiday campaign that features a balance of great sportswear and dresses for holiday parties, New Year’s Eve and a tropical holiday escape. Dresses and sweaters are key focus areas, accentuated by amazing shoes and accessories. Both in the catalog and online this campaign is cohesive, beautifully photographed and breadth taking. I’d also like to take this opportunity to let you know we’ll be opening our first boutique this spring in the Town Center at (inaudible). We are in the design process now and we look forward to updating you on our progress next year. On a final note, I’d like to thank my team for all their hard work and dedication. Every day we remain inspired by the women we dress. We are committed to surprising and delighting her with every interaction, delivering the most amazing personal service and building a lifetime relationship in an incredible wardrobe with her. Thank you. Now, I’ll turn it back up to Dave for wrap up comments.

Actually, I’m going to go next. Thanks Sheryl and good morning everyone. I would now like to provide additional detail on our record third quarter results. Earnings per diluted share were $0.25 compared to $0.18 last year, a 39% increase when excluding one-time acquisition and integration costs. In combination with our first half results, our year-to-date earnings per share were a record $0.89. In just three quarters, year-to-date earnings per share are already higher than our earnings for the entire of 2011. For the third quarter net sales were $637 million, an increase of 18% compared to $539 million last year, reflecting comparable sales growth of 9.9%, the opening of 106 net new stores and seven incremental weeks of Boston Proper sales, which totaled $17 million. Note that Boston Proper is not included in comparable sales. As we planned for the third quarter, we were confident that the momentum gained from our innovative fashion and new products like our So Slimming jeans, the second year of our Work Kit and first half successful bra launches at Soma, positioned us to deliver on our expectations for a strong third quarter performance, which we did. Our inventory was aligned with our business plans and these quarter three results reflected an overwhelmingly positive response to our fashion assortments and the effectiveness of our marketing plans. Consistent with the first two quarters of this year, at the end of the third quarter we are again at an all-time high for active customers. Total company comparable sales increased 9.9% on top of 3.7% last year for a two-year stack of 13.6%, with Chico’s Soma at 11.6% in the quarter for a two-year stack of 12.2% and with White House Black Market at 6.4% in the quarter for a two-year stack of 17.4%. Now moving down the income statement, we are pleased that we achieved our third quarter gross margin objectives. As a percentage of net sales, our gross margin rate increased 120 basis points to 57.2%, reflecting our strong cycling of last year’s results, with the fall assortments and effective promotional activities, both driving a higher level of full price selling. We also achieved our selling, general and administrative expense objectives, with improvement of 60 basis points to 46.7%, reflecting sales leverage of store expenses, payroll, occupancy and supplies, partially offset by the marketing activities our Brand Presidents just reviewed with you, as well as incentive compensation. All in, excluding one-time acquisition and integration cost, income from operations as a percent of sales improved by 180 basis points to 10.5% in the third quarter, marking our highest third quarter result since 2006. In the third quarter we made good progress on integrating Boston Proper with Chico’s FAS. Just recently we announced our plans to consolidate Boston Proper’s warehouse and call center operations into the Chico’s FAS facility in Winder, Georgia in early fiscal 2013. Once this consolidation is finished, our integration efforts will be substantially complete. Please note that any cost incurred related to the facilities consolidation are reflected in our one-time acquisition and integration cost planning assumption. Year-to-date the company repurchased 2.5 million shares of our stock at a cost of $37.4 million. This brings our cumulative share repurchases since 2010 to a total of 18.7 million shares for a total return of excess cash to shareholders of $238 million, representing over 10% of the outstanding shares at the time our share repurchase program was initiated just two years ago. As of today we have $138 million available under the current share repurchase program. Turning to the balance sheet, our in-store inventories per square foot decreased 15% compared to a 17% increase last year, reflecting improved inventory productivity to last year. Exiting the quarter, inventory is returning well and we are in line with forecasted sales level as we begin the holiday selling season. As we look forward to the holiday season, I would again point out that Chico’s FAS is a business that thrives throughout the year with strong full price selling. As we discussed with you last year, we are not traditionally a fourth quarter holiday business as she is shopping for others, not herself. As a matter of fact, our fourth quarter is typically less than 20% of our annual earnings per share. Now we are pleased to share with you our final annual planning assumption for 2012. Our planning assumptions are net sales approaching $2.6 billion, reflecting comparable sales growth at a mid-single digit percent on top of an 8.2% increase last year, the addition of approximately 104 net new stores and 30 million in sales for the 53rd week. Gross margin rate improvement of approximately 25 to 50 basis points compared to our gross margin rate of 55.8% in 2011. SG&A rate improvement of approximately 50 basis points, compared to our SG&A rate of 45.5% in 2011. One-time acquisition and integration cost of approximately $4 million pre-tax for Boston Proper. Tax rate of approximately 38% with modest potential improvement if certain tax incentives are renewed for 2012. Diluted weighted average shares of 165 million, excluding any impact of future share repurchases. Inventories in line with sales growth and capital expenditures of approximately $155 million, which includes an increase in store square footage of approximately 8% and the remodel of approximately 80 existing stores. As a reminder, the 53rd week for us falls during a seasonal transition point in the fashion calendar. So as we previously disclosed, we do not anticipate that the 53rd week will have a material impact on our fourth quarter earnings. The timing shift will impact our inventories as year-end falls closer to our spring floor set and we have taken these timing shifts into account in the inventory planning assumption. As we look to the future, with the things that we can control from innovative marketing to fashion right merchandise and most amazing personal service, we believe that even in an uncertain economic environment we will be top of the mind for her and continue to grow our share of her wallet. To conclude my comments, we believe we are well positioned for the balance of 2012 and beyond. With that, I will turn it back to Dave for his wrap up comments.

Fantastic. Thank you Pam and thank you to our own fab four, the fabulous Presidents of our brands. Not only was our third quarter another record in sales and earnings, but we also successfully grew our overall market share. I’m pleased we had a chance to share our significant accomplishments in the quarter, as well as more specifics on how we are maximizing our brand’s potential. So along with our other three pillars of growth, organic store growth, innovative marketing and expense leverage, we are well positioned for the future. As we’ve previously discussed, we have four brands, each of which is at very different stages of development. All of which are growing their sales and customers through unique leading edge fashion and innovative marketing. We are now in the fourth week of the fourth quarter and I can share with you, that is reflected on our un-audited daily flash sales through yesterday, our total comp sales are running up about 3% on top of their quarter to-date comps. Last year’s quarter to-date’s comps are 4.6% for the same timeframe. Total quarter to-date sales, again un-audited through yesterday are up approximately 8%. Hurricane Sandy has clearly impacted the start to the quarter, particularly in the Northeast. So to provide some additional color on our quarter to-date sales, if we excluded the over 260 stores that were closed at some point due to Hurricane Sandy, our month to-date comparable sales increases for the remainder of our business would be in the mid to high single digits. Okay Todd, let’s start the Q&A.

Okay. Thank you Dave. Since we do have a number of company executives on the call today, I would ask that each participant limit themselves to one question. This way we’ll be better able to accommodate as many callers as time permits. You’re welcome to get back in the queue to ask a second question in the same manner you did originally. And at this time I’ll turn the call back over to Emily.

Thank you. We will now begin the question-and-answer question. (Operator Instructions). Our first question will come from Edward Yruma of KeyBanc Capital Markets. Please go ahead. Edward Yruma - KeyBanc Capital Markets: Hi. Congratulations on a great quarter. I wanted to understand a little bit about television marketing. It seems like you guys have successfully flashed that and been able to raise product and brand awareness. How do you think about that longer term and is this scenario kind of incremental spend as you kind of continue to see success there? Thanks.

Well, television has become an important part of our marketing strategy and I would say that our marketing strategy includes a very strong television presence, as well as a very strong online presence. We about a year and a half ago organized actually a separate area. We call it social marketing. Most people would refer to it as social media. We have a Vice President of Social Media, and we have the monthly catalogs that we are sending out, hundreds a million of those a year, but I think you have to look at it not in isolation, but in combination. What we have found with television is that when we have a unique idea like the So Slimming jeans or Work Kit, we can really get the message across to the customer and what it does is it certainly enhances our first time customers. I mean our customer files are as strong as they’ve ever been in our history. We look at our business a little bit different than maybe other retailers do, because of our online presence and some expertise in marketing, we are able to look at our file as a multi-channel file, knowing that customers who shop in both online and in stores spends four times as much as in online store and that on a two to three times as much as a person who shops only in the stores, so that’s the way we go after it. We attract new customers and then when we get through television we increase brand awareness through television, a case and point Soma, but as soon as we get them into the fall, then we have kind of a direct marketing plan to get them to continue to purchase from our brands.

Our next question comes from Adrienne Tennant of Janney Capital. Please go ahead. Adrienne Tennant - Janney Capital: Good morning. Congratulations on the great performance in the third quarter. This is either for Dave or Pam; it’s on the guidance, the mid-single digit comp for the full year. I can appreciate sort of the level of conservatism, but if you excluded the 260 stores, why wouldn’t we see an acceleration for the remainder of the quarter? Thank you.

Well, one thing, it’s not guidance, it’s our planning assumptions and honestly as we look at it, last year in the fourth quarter we were up against nearly a 9% comp, which was very strong comps. Third quarter comps weren’t quite so good. If you remember from last year in the third quarter we got smacked around pretty good for our third quarter results, so we were up against weaker comps. So I think as we look at fourth quarter and with the uncertainty that everybody is looking at it in the fourth quarter, with fiscal issues and economic issues, I think as we plan and certainly as we’ve looked to the future, we are planning, as I say here, with one foot on the accelerator and one foot on the brake. There is no sense to plan unaggressively or to get our inventory ahead of our business, because when that happens, when you plan the inventory ahead of the business, if the business does not come, you’ve got really a tough thing to get out of.

Our next question comes from Neely Tamminga of Piper Jaffray. Please go ahead. Neely Tamminga - Piper Jaffray: Good morning and congratulations you guys. Just a question here in terms of the headroom on your full-price selling Dave, if you can give us a little bit of a historical perspective. I mean clearly you guys may not be able to return back to kind of prior peak levels on full price selling, but just wondering kind of where you are now to where you think you can be on that metric. Thanks.

Well, we’re at pretty much at all-time highs and full-price selling brands. I think talking to you guys we are pretty much at the top. Is that right Donna, Cyni, Laurie, yes?

Yes, correct.

Yes, our full-price selling is very good. So I mean I don’t think we have much room to increase it, but at the same time, we’d like to keep it at those levels and the way you keep it at those levels is to control your inventory and make sure that you don’t get again, the inventory ahead of the business and I think that’s why you’ve seen us manage the inventor a lot more conservatively over the last 18 months or so or certainly the last year. Going into next year, we think we have our inventory at an appropriate level and it will have to grow now. Now that we are at the right level, it will grow with our square footage growth and our new store growth, which we have to support, but other than that, we are comfortable with our levels, but don’t probably see a heck of a lot of upside, because we are so high in full-price selling.

Our next question comes from Liz Dunn of Macquarie. Please go ahead. Liz Dunn - Macquarie: Hi. Thank you for taking my question. I guess my question is on the guidance as well. Relative to the fourth quarter, just looking at your annual guidance for gross margin, it looks like you’re looking through the fourth quarter gross margin year-over-year not to be as much of a gain as you saw in the third quarter. Can you just talk through some of the puts and takes there and what your promotional plans are for the holiday?

Well, I can just say again, our planning assumptions, not guidance, but our planning assumptions for gross margin, again when you look at it with the third quarter versus the fourth quarter and Pam pipe in here, but in third quarter last year we were up against a tremendous amount of liquidations that we had in the Chico’s brand and when we were up against those liquidations, it obviously affected our third quarter margin and gave us certainly a much stronger comparison. We were virtually as I think I said last year third quarter, that what we did is we understood where we were and we took our markdowns upfront, we didn’t wait. So basically as we got into fourth quarter last quarter, our margin had recovered nicely and was on the march back and I think that’s what we were up against for fourth quarter. I mean you got a look at the fourth quarter for us. Fourth quarter when I got here in 2009 was the smallest quarter of the year and we lost money. Since then we’ve got it to be the second smallest quarter of the year by a little bit and we make a little money. So we’ve shown improvement, but again, fourth quarter for us is not like a fourth quarter for traditional retailers; it’s pretty unique. Pam, you have any more color you want to add.

No, I think that’s good, that’s good.

Okay.

Our next question comes from Randal Konik of Jefferies. Please go ahead. Randal Konik - Jefferies: Yes, thanks a lot. So just a couple of things. First, obviously there’s a changing competitive landscape out there with some struggling peers. So in the context of that and if you look at the CRM data base that you obviously have rich data, what have you seen in terms of new activations or previously dormant customers reengaging with the businesses and any types of changing buying behavior we’ve seen within the data base you can share with us? And then second if I can, just on the remodels, what are the early returns you’re seeing on some of the remodels and what should we be looking for from a productivity lift return standpoint? Thanks.

Well, I would say that when it comes to customer reactivation, that is something that we have really concentrated on. There’s two different ways that you can go about looking at your file. You can reactivate customers who haven’t shopped with you in the last 12 months or you can go out and find new customers, we’ve done both. But the richest part of that is in customer reactivation and I can tell you that all four of our brands are showing positive increases in customer reactivation, so that is a very, very good sign. Remodels; I would say certainly remodels, about two-thirds of our fleet I believe has been freshened within the last six years, so we have a relatively fresh fleet. Remodels do have an ROI, we have measured it; however, it’s not as good as opening up a whole new store. The best use of our capital is in new store openings. That’s where we are getting the most productivity, but we do believe that we have to keep our fleet fresh and meaningful and we have embarked on a maintenance program and a refresh program, which does have a return, albeit not as great as a new store.

Our next question is from Roxanne Meyer of UBS. Please go ahead. Roxanne Meyer - UBS: Hi. Congratulations on a terrific quarter. Your double-digit increases in traffic that you saw was pretty impressive and I’m wondering if you’re able to talk a little bit by brand about the traffic increases and really what’s driving that. Thanks a lot.

Yes, just a clarification Roxanne, the double-digit traffic increase. I think we talked about transactions and ADS, both being up for the company and our new customers were up double-digits. Were you referring to the new customers? Roxanne Meyer - UBS: Is that double-digit number also by brand?

It wasn’t double-digit increases in traffic. We were talking about double-digit increases in new customers.

And we did not make a comment by brand.

We didn’t make a comment by brand or on traffic. Roxanne Meyer - UBS: Okay great. And then just separately on White House Black Market, obviously you’re making some terrific progress on the Work Kit. How far do you think you can push that business? How much more room is there for growth there?

Donna?

The most important thing Roxanne is that as we continue to expand the brand into a full lifestyle brand, its making sure that we maintain a balanced assortment and I think that in terms of opportunity, we have an online business that we continue to develop to reach and there’s always opportunity there, but it’s really about maintaining balance while we grow our Work Kit.

Our next question comes from Janet Kloppenburg of JJK Research. Please go ahead. Janet Kloppenburg - JJK Research: Good morning everyone, congratulations, and a special congratulations on the profitability for Soma; it’s a great achievement. My question revolves around marketing and product flows for the holiday season. I’m wondering if you’ll be increasing your marketing budget by brand and also in terms of driving gift giving or more traffic to the stores during the season, I’m wondering if Cyni and Donna can talk about perhaps the level of newness and being presented in the source of holiday versus last and if product flows are going to be more frequent versus last year? Thanks so much.

Cyni, Donna?

Yes, this is Cyni, hi Janet. If you see our new gifting bouquet shop with just our last week we tripled the density net book. We had a fairly large assortment last year, but we’ve been more into the book to drive the customer into the store and so we are excited about that and the product flow will be comparable to last year. The big product shifts were in the third quarter. Janet Kloppenburg - JJK Research: So the timing of the flow was the same Cyni?

Yes. Janet Kloppenburg - JJK Research: Okay, thanks.

Hi Janet, it’s Donna. Same thing, our product flows are consistent with last year. I think the biggest thing to notice is that we are much better balanced from a lifestyle standpoint, so that we’ve got a nice offering of things that she can transition and that are more versatile as opposed to true high occasion dressing.

And soma has a traditional fourth quarter build. Maybe you want to talk a little bit about what’s happening in Soma.

Yes. We are geared up for gift giving with our embraceable PJs, robes, slippers and our beauty products. So we had a great fourth quarter last year and we are positioned strong for this year.

Our next question comes from Lorraine Hutchinson of Bank of America. Please go ahead. Lorraine Hutchinson - Bank of America: Thanks, good morning. Now that Soma has achieved profitability, are there plans to accelerate the rollout there and can you just share with us any updated thoughts on total store potential for Soma?

Well, we’ve talked about that we’ve always thought that Soma could be 500, 600 stores and I think that’s just kind of easily looking at it. I mean you could draw conclusion that perhaps it could even be more. We’ve been opening Soma stores at the rate of somewhere between 35 and 45, maybe even a few more of that per year. I think that again we are not doing the FAS stores anymore. We’ve used that and we really demonstrated that the brand can work. The brand can be profitable and now we are making the full investments in frontline stores and converting some of the FAS stores. So as we spend capital to convert the FAS stores to our new linen and lace design in full frontline stores, obviously we are not growing the fleet quite as fast as we will, as when we complete that task of updating all the FAS store, but I think still in new stores this year we opened something like 45 stores. So we are on a pretty good pace there.

Our next question comes from Anna Andreeva of FBR Capital Markets. Please go ahead. Anna Andreeva - FBR Capital Markets: Great, thanks so much and congrats guys. A question on core Chico’s. Great to hear that color and novelty are still working and stores do look terrific, but as you look into the spring you had a very strong first half of this year. I know this is historically more of a spring business, but what are maybe some of the opportunities you could talk to us about, either on the product side or marketing to just help us elapse such robust results? Thanks.

Thank you; thank you for the compliment on the store. I think our state of initiative, the So Slimming as I mentioned in my comments, we are going to expand it into other categories. Print and pattern will continue, so that they are a single biggest initiative for the spring season.

In our fourth quarter conference call in February, we are going to go through planning assumptions for 2013. So we’ll probably have a little bit more information for you at that point too.

Our next question comes from Betty Chen of Wedbush Securities. Please go ahead. Betty Chen - Wedbush: Thank you. Good morning and let me add my congratulations as well. My question is for Donna regarding White House Black Market. It seems like that you mentioned the brand has really evolved into a lifestyle brand and with the shoe launched as well, it seems like there may be additional categories that White House could continue to expand into. I don’t know if you’re willing to elaborate on any of those opportunities, what you and the team may be considering and also whether you feel that the existing store sizes would be able to accommodate some of those new product introductions as well. Thank you.

Thank you Betty for the questions. First of all, let me comment on our average store size. As we have expanded the lifestyle assortment over the last couple of years, our new stores are averaging a slightly higher footprint on average over the last 12 months. Our new stores are about 3,300 gross square feet. So we feel confident that that accommodates the strategies that I’ve discussed on the call, that we share publicly and the new store performance is very strong. In terms of what’s to come, my comments, stay tuned, no comment and perhaps I’ll have a little bit more to share on the next call.

Our next question comes from Marni Shapiro, The Retail Tracker. Please go ahead. Marni Shapiro - The Retail Tracker: Hey guys, congratulations.

Thank you Marni. Marni Shapiro - The Retail Tracker: This stores look amazing, absolutely amazing. I was curious about accessories, which has been a big part of Chico’s and a growing part sort of at White House. It looks particularly good online at times as comparison to in the stores. You guys could just touch on that segment for the two stores for Q3 and what your thoughts are for Q4 and go forward?

Hi Marni, it’s Donna. Thank you for the compliments, but just to talk a little bit about our strategies, I mentioned earlier on the call, we really did put our focus in third quarter on the redeveloping and relaunching our shoe collection. We felt that in terms of outfit completers, that was the right place to put our energy and our resources and we will continue to focus on that. We are looking at accessories as we move into 2013 as an opportunity. Our belts business has been very strong in terms of our wardrobing efforts. So we expect to see some energy there as we move forward.

Hi Marni, it’s Cyni. Thank you for the compliment as well. Chico’s remains in the same position. In our segment and the market we own this category and we’ll continue to dominate. Jewelry will be the most significant focus for us moving forward. We are getting nice traction with our customers. She is delighted by the assortment.

Our next question comes from Paul Lejuez of Nomura. Please go ahead. Paul Lejuez - Nomura: Hey, thanks guys. Just a question on Soma, just wondering about the performance of the newer stores versus some of the older classes and has there been any change to how quickly the Soma stores are ramping up, just in terms of their maturity curve and also just wondering if Soma is a bit more of a fourth quarter business than your other two brands? Thanks.

Soma is more of a fourth quarter business than the other two brands. We actually have a traditional retail peak in Soma in the fourth quarter. In terms of our new store development, as we have said before, one of the hardest products to get a customer to change brand loyalty on is a bra and basically the bra and foundations business is the backbone so to speak of the Soma business. The interesting thing about our stores is we still see very, very nice growth in stores that have been open the longest. As a matter of fact, the longer a store is open, it doesn’t seem to affect the comp store growth. We are getting year-after-year a very, very strong comp growth and stores that have been open five six seven years, they are still growing. And so what that tell us is there is a build actually to the customers and to the stores as we open them and you have to give them time to build. So as we get more and more stores that comp in our fleet, I think the effect of new store openings will be less and less, because we’ll have more stores that are still growing that have a comp to them and our comps as we’ve said have been strong double-digit comps for many, many quarters. I think in the last 10 quarters strong double-digit comps in Soma. So we are really pleased with the progress and we are excited to see the way that they continue to build, because that leads us to better and better profitability over time. I think that’s about it.

Next question.

Our next question comes from Brian Tunick of JPMorgan. Please go ahead. Brian Tunick - JPMorgan: Thanks. Good morning. I’ll add my congrats as well. I know outlets are a big part of your store growth strategy, so just wondering maybe if you could talk about how your outlet comp trends have been year to-date, quarter to-date or such versus your full-price stores and if you can talk about the overlap or cross shopping tendencies between your outlet and full-price shopper. Thanks very much.

Well, we really don’t talk about the outlet comps. They’re included in our total comps, but I can tell you that outlets have continued to comp and perform strongly for us and that’s one of the reasons they were investing in it. About I guess right after I joined in 2009, we went after the outlets as a business, as a traditional business rather than as a clearance business and we worked ourself up to where we are now, 90% made for outlet in the Chico’s brand and probably around 65% in the Soma brand and even probably about that at least half in the White House Black Market brand; 65% and probably about 50% in the Soma brand. Outlets are a very strong part of our business. We see them as a continued growth vehicle.

And cross shopping?

Cross shopping; interestingly enough it’s very, very small. It seems that they attract their own set of customers. That case and point here in just our little area of South Florida or Southwest Florida, we have one of the strongest outlet malls in the country, Miromar, not far from probably four or five of some of our largest frontline stores and all are growing very nicely together and there seems to be very little crossover, we don’t see too much in our file as they cross over. It’s a different customer.

Our next question will come from Dana Telsey of Telsey Advisory Group. Please go ahead. Dana Telsey - Telsey Advisory Group: Good morning. Congratulations on the progress.

Thank you. Dana Telsey - Telsey Advisory Group: Can you expand a little bit on gross margin what you saw this quarter and how it pertains to future quarters, the gross margin improvement drivers and how you see the brand performance in terms of gross margin? Thank you.

Well, as Dave commented earlier, the gross margin in the third quarter really reflected our ability to cycle well the third quarter of last year. We also did comment about the fact that we have achieved a very high level of full price selling in the quarter, across all of our brands and so we are very, very pleased with the gross margin that we have delivered. I think year-to-date the gross margin percent is up to 20 basis points and our planning assumption is that it would increase by 50 and so that should give you some sense of our expectations for this year.

This concludes our question-and-answer session. I would like to turn the conference back over to Mr. Vogensen for any closing remarks.

All right. Thank you Emily. So that concludes our call for this morning. Thanks to all of you who participated and as always, I’m available for any follow-ups if necessary. Thanks for joining us this morning and we appreciate your continuing interest in Chico’s FAS.

Thank you.

Thank you.

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