PENNSYLVANIA
|
23-1721355
|
|||
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
450
WINKS LANE, BENSALEM, PA 19020
|
(215)
245-9100
|
|||
(Address
of principal executive offices) (Zip Code)
|
(Registrant’s
telephone number, including Area Code)
|
Title
of Each Class
|
Name
of Each Exchange on Which Registered
|
||
Common
Stock (par value $.10 per share)
|
The
NASDAQ Stock Market LLC
|
||
Stock
Purchase Rights
|
The
NASDAQ Stock Market LLC
|
Large
Accelerated Filer x
|
Accelerated
Filer o
|
Non-accelerated
Filer o
|
Page
|
||
1
|
||
1
|
||
3
|
||
7
|
||
10
|
||
11
|
||
11
|
||
11
|
||
12
|
||
12
|
||
12
|
||
12
|
||
17
|
||
18
|
||
18
|
||
20
|
||
20
|
||
20
|
||
21
|
||
24
|
||
26
|
||
26
|
||
28
|
||
31
|
||
38
|
||
47
|
||
55
|
||
56
|
||
56
|
||
56
|
||
56
|
||
57
|
||
59
|
||
60
|
||
61
|
Page
|
||
Item
8
|
Financial
Statements and Supplementary Data (Continued)
|
|
62
|
||
63
|
||
64
|
||
106
|
||
106
|
||
106
|
||
107
|
||
107
|
||
107
|
||
108
|
||
108
|
||
109
|
||
120
|
||
121
|
Year
Ended
|
||||||||||
Feb.
3,
|
Jan.
28,
|
Jan.
29,
|
||||||||
2007
|
2006
|
2005
|
||||||||
Store
Activity (1):
|
||||||||||
Number
of stores open at beginning of period
|
2,236
|
2,221
|
2,227
|
|||||||
Opened
during period
|
198
|
(2)
|
70
|
51
|
||||||
Closed
during period
|
(56
|
)
|
(55
|
)
|
(57
|
)
|
||||
Number
of stores open at end of period
|
2,378
|
2,236
|
2,221
|
|||||||
Number
of Stores Open at End of Period by Brand:
|
||||||||||
FASHION
BUG
|
1,009
|
1,025
|
1,028
|
|||||||
LANE
BRYANT
|
859
|
(3)
|
748
|
722
|
||||||
CATHERINES
|
465
|
463
|
471
|
|||||||
Other(4)
|
45
|
0
|
0
|
|||||||
Number
of stores open at end of period
|
2,378
|
2,236
|
2,221
|
|||||||
____________________
|
||||||||||
(1) Does
not include 2 outlet stores in Fiscal 2007 and 3 outlet stores in
Fiscal
2006 operated by Crosstown Traders, Inc.
|
||||||||||
(2) Includes
82 LANE BRYANT OUTLET stores and 45 PETITE SOPHISTICATE OUTLET
stores.
|
||||||||||
(3) Includes
82 LANE BRYANT OUTLET stores.
|
||||||||||
(4) Includes
PETITE SOPHISTICATE OUTLET
stores.
|
Openings
|
Closings
|
Relocations
|
|
FASHION
BUG
|
10
|
18-22
|
20-25
|
LANE
BRYANT
|
65-75(1)
|
15-18(2)
|
45-50(3)
|
CATHERINES
|
10
|
7-10
|
10-15
|
Other(4)
|
10-12
|
0
|
0
|
Total
|
95-107
|
40-50
|
75-90
|
____________________
|
|||
(1) Includes
approximately 35 LANE BRYANT intimate apparel side-by-side stores
and 15
LANE BRYANT OUTLET stores.
|
|||
(2) Includes
1 LANE BRYANT OUTLET store.
|
|||
(3) Includes
approximately 32 conversions to LANE BRYANT Intimate Apparel side-by-side
stores.
|
|||
(4) Includes
5 PETITE SOPHISTICATE OUTLET stores and 5-7 full-line PETITE SOPHISTICATE
stores.
|
●
|
political
instability;
|
●
|
increased
security requirements applicable to imported goods;
|
●
|
trade
restrictions;
|
●
|
imposition
of, or changes in, duties, quotas, taxes, and other charges on
imports;
|
●
|
currency
and exchange risks;
|
●
|
issues
relating to compliance with domestic or international labor
standards;
|
●
|
concerns
over anti-dumping;
|
●
|
delays
in shipping; or
|
●
|
increased
costs of transportation.
|
●
|
classify
our board into three classes, with one class being elected each
year;
|
●
|
do
not permit cumulative voting;
|
●
|
permit
our board to issue "blank check" preferred stock without shareholder
approval;
|
●
|
require
certain advance notice procedures with regard to the nomination of
candidates for election as directors, other than nominations by or
at the
direction of our board;
|
●
|
prohibit
us from engaging in some types of business combinations with a holder
of
10% or more of our voting securities without super-majority shareholder
or
board approval;
|
●
|
prevent
our directors from being removed without cause except upon super-majority
shareholder approval; and
|
●
|
prevent
a holder of 20% or more of our common stock from taking certain actions
without certain approvals.
|
Period
|
Number
of
Leases
Expiring(1)
|
2007
|
174(2)
|
2008
- 2012
|
654
|
2013
- 2017
|
506
|
2018
- 2022
|
539
|
2023
- 2027
|
423
|
2028
- 2032
|
64
|
Thereafter
|
15
|
____________________
|
|
(1) Excludes
2 Crosstown Traders outlet stores.
|
|
(2) Includes
133 stores on month-to-month
leases.
|
Size
in
|
Leased/
|
||
Sq.
Feet
|
Location
|
Owned
|
Description
|
1,000,000
|
Greencastle,
IN
|
Owned
|
FASHION
BUG, LANE BRYANT OUTLET, and PETITE SOPHISTICATE OUTLET distribution
center
|
393,000
|
White
Marsh, MD
|
Owned
|
LANE
BRYANT and CATHERINES distribution center
|
288,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders distribution center
|
240,000
|
Wilmington,
NC
|
Leased
|
Crosstown
Traders distribution center
|
213,000
|
Memphis,
TN
|
Owned
|
Warehouse
facility (currently leased to a third party)
|
145,000
|
Bensalem,
PA
|
Owned
|
Corporate
technology center, outlet operations, and corporate administrative
offices
|
142,000
|
Bensalem,
PA
|
Leased
|
Corporate
headquarters and FASHION BUG home office
|
135,000
|
Columbus,
OH
|
Leased
|
LANE
BRYANT home office
|
125,000
|
Marshfield,
WI
|
Owned
|
Crosstown
Traders distribution center
|
122,000
|
Stevens
Point, WI
|
Leased
|
Crosstown
Traders distribution and call centers
|
108,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders distribution center
|
71,000
|
Marshfield,
WI
|
Owned
|
Crosstown
Traders warehouse
|
64,000
|
Marshfield,
WI
|
Owned
|
Crosstown
Traders administrative offices and call center
|
63,000
|
Memphis,
TN
|
Owned
|
CATHERINES
home office
|
52,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders offices
|
46,000
|
Neillsville,
WI
|
Owned
|
Crosstown
Traders distribution center
|
40,000
|
Marshfield,
WI
|
Owned
|
Crosstown
Traders warehouse
|
36,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders offices
|
30,000
|
Miami
Township, OH
|
Leased
|
Spirit
of America National Bank (our wholly-owned credit card bank subsidiary)
and credit operations
|
23,000
|
Hong
Kong, PRC
|
Owned
|
International
sourcing offices
|
17,000
|
New
York, NY
|
Leased
|
E-commerce
operations
|
16,000
|
Marshfield,
WI
|
Owned
|
Crosstown
Traders manufacturing facility
|
15,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders offices
|
Fiscal
2007
|
Fiscal
2006
|
||||||||||||
High
|
Low
|
High
|
Low
|
||||||||||
1st
Quarter
|
$
|
15.18
|
$
|
11.90
|
$
|
9.03
|
$
|
7.04
|
|||||
2nd
Quarter
|
14.90
|
9.97
|
12.25
|
7.00
|
|||||||||
3rd
Quarter
|
15.35
|
9.69
|
12.34
|
9.69
|
|||||||||
4th
Quarter
|
15.57
|
12.30
|
14.07
|
10.86
|
Total
|
Maximum
|
||||||||||||
Number
|
Number
of
|
||||||||||||
of
Shares
|
Shares
that
|
||||||||||||
Total
|
Purchased
as
|
May
Yet be
|
|||||||||||
Number
|
Average
|
Part
of Publicly
|
Purchased
|
||||||||||
of
Shares
|
Price
Paid
|
Announced
Plans
|
Under
the Plans
|
||||||||||
Period
|
Purchased(1)
|
per
Share
|
or
Programs(2)
|
or
Programs(2)
|
|||||||||
October
29, 2006 through November 25, 2006
|
2,057
|
$
|
14.80
|
-
|
|||||||||
|
|||||||||||||
November
26, 2006 through December 30, 2006
|
0
|
00.00
|
-
|
||||||||||
|
|||||||||||||
December
31, 2006 through February 3, 2007
|
1,344
|
13.12
|
-
|
||||||||||
Total
|
3,401
|
$
|
14.14
|
-
|
|||||||||
____________________
|
|||||||||||||
(1) Shares
withheld for the payment of payroll taxes on employee stock awards
that
vested during the period.
|
|||||||||||||
(2(2) In
Fiscal 1998, we publicly announced that our Board of Directors granted
authority to repurchase up to 10,000,000 shares of our common stock.
In
Fiscal 2000, we publicly announced that our Board of Directors granted
authority to repurchase up to an additional 10,000,000 shares of
our
common stock. In Fiscal 2003, the Board of Directors granted an additional
authorization to repurchase 6,350,662 shares of common stock issued
to
Limited Brands in connection with our acquisition of LANE BRYANT.
From
Fiscal 1998 through Fiscal 2003, we repurchased a total of 21,370,993
shares of common stock, which included shares purchased on the open
market
as well as shares repurchased from Limited Brands. As of February
3, 2007,
4,979,669 shares of our common stock remain available for repurchase
under
these programs. Our revolving credit facility allows the repurchase
of our
common stock subject to maintaining a minimum level of Excess Availability
(as defined in the facility agreement) for 30 days before and immediately
after such repurchase. As conditions may allow, we may from time
to time
acquire additional shares of our common stock under these programs.
Such
shares, if purchased, would be held as treasury shares. No shares
were
acquired under these programs during the fourteen weeks ended February
3,
2007. The repurchase programs have no expiration
date.
|
2/2/02
|
2/1/03
|
1/31/04
|
1/29/05
|
1/28/06
|
2/3/07
|
||||||||||||||
Charming
Shoppes, Inc.
|
$
|
100
|
$
|
60
|
$
|
105
|
$
|
144
|
$
|
225
|
$
|
236
|
|||||||
Russell
2000 Composite Index
|
100
|
138
|
144
|
154
|
186
|
208
|
|||||||||||||
Dow
Jones U.S. Retailers - Apparel Index
|
100
|
87
|
116
|
140
|
160
|
193
|
Year
Ended
|
||||||||||||||||
Feb.
3,
|
Jan.
28,
|
Jan.
29,
|
Jan.
31,
|
Feb.
1,
|
||||||||||||
(Dollars
in thousands, except per share amounts)
|
2007(1)(2)
|
2006(1)(3)
|
2005
|
2004
|
2003
|
|||||||||||
Operating
Statement Data:
|
||||||||||||||||
Net
sales
|
$
|
3,067,517
|
$
|
2,755,725
|
$
|
2,334,736
|
$
|
2,288,363
|
$
|
2,413,356
|
||||||
Cost
of goods sold, buying, catalog, and
|
||||||||||||||||
occupancy
expenses
|
2,141,884
|
1,914,347
|
1,642,650
|
1,645,499
|
1,727,253
|
|||||||||||
Selling,
general, and administrative expenses
|
753,109
|
678,753
|
577,301
|
558,248
|
603,502
|
|||||||||||
Expenses
related to cost reduction plan
|
0
|
0
|
605
|
(4)
|
11,534
|
(4)
|
0
|
|||||||||
Restructuring
charge (credit)
|
0
|
0
|
0
|
0
|
(4,813
|
)(5)
|
||||||||||
Total
operating expenses
|
2,894,993
|
2,593,100
|
2,220,556
|
2,215,281
|
2,325,942
|
|||||||||||
Income
from operations
|
172,524
|
162,625
|
114,180
|
73,082
|
87,414
|
|||||||||||
Other
income
|
8,345
|
7,687
|
3,098
|
2,050
|
2,328
|
|||||||||||
Interest
expense
|
(14,746
|
)
|
(17,911
|
)
|
(15,610
|
)
|
(15,609
|
)
|
(20,292
|
)
|
||||||
Income
before income taxes, minority interest,
|
||||||||||||||||
and
cumulative effect of accounting changes
|
166,123
|
152,401
|
101,668
|
59,523
|
69,450
|
|||||||||||
Income
tax provision
|
57,200
|
53,010
|
37,142
|
21,623
|
27,117
|
|||||||||||
Income
before minority interest and cumulative
|
||||||||||||||||
effect
of accounting changes
|
108,923
|
99,391
|
64,526
|
37,900
|
42,333
|
|||||||||||
Minority
interest in net loss of consolidated subsidiary
|
0
|
0
|
0
|
142
|
679
|
|||||||||||
Cumulative
effect of accounting changes, net of tax
|
0
|
0
|
0
|
0
|
(49,098
|
)(6)
|
||||||||||
Net
income (loss)
|
$
|
108,923
|
$
|
99,391
|
$
|
64,526
|
$
|
38,042
|
$
|
(6,086
|
)
|
|||||
Basic
net income (loss) per share:
|
||||||||||||||||
Before
cumulative effect of accounting changes
|
$
|
.89
|
$
|
.83
|
$
|
.56
|
$
|
.34
|
$
|
.38
|
||||||
Net
income (loss)
|
.89
|
.83
|
.56
|
.34
|
(.05
|
)
|
||||||||||
Basic
weighted average common shares outstanding
|
122,388
|
119,831
|
116,196
|
112,491
|
113,810
|
|||||||||||
Diluted
net income (loss) per share:
|
||||||||||||||||
Before
cumulative effect of accounting changes
|
$
|
.81
|
$
|
.76
|
$
|
.52
|
$
|
.33
|
$
|
.36
|
||||||
Net
income (loss)
|
.81
|
.76
|
.52
|
.33
|
(.01
|
)
|
||||||||||
Diluted
weighted average common shares and
|
||||||||||||||||
equivalents
outstanding
|
139,763
|
137,064
|
133,174
|
128,558
|
130,937
|
|||||||||||
Year
Ended
|
||||||||||||||||
(Dollars
in thousands)
|
Feb.
3,
|
Jan.
28,
|
Jan.
29,
|
Jan.
31,
|
Feb.
1,
|
|||||||||||
2007(1)(2)
|
2006(1)
|
2005
|
2004
|
2003
|
||||||||||||
Balance
Sheet Data:
|
||||||||||||||||
Total
assets
|
$
|
1,710,942
|
$
|
1,572,583
|
$
|
1,303,771
|
$
|
1,173,070
|
$
|
1,139,564
|
||||||
Current
portion - long-term debt
|
10,887
|
14,765
|
16,419
|
17,278
|
12,595
|
|||||||||||
Long-term
debt
|
181,124
|
191,979
|
208,645
|
202,819
|
203,045
|
|||||||||||
Working
capital
|
443,101
|
344,229
|
413,989
|
266,178
|
190,797
|
|||||||||||
Stockholders’
equity
|
947,538
|
814,348
|
694,464
|
587,409
|
546,555
|
|||||||||||
Performance
Data:
|
||||||||||||||||
Including
cumulative effect of accounting changes:
|
||||||||||||||||
Net
return on average stockholders’ equity
|
12.4
|
%
|
13.2
|
%
|
10.1
|
%
|
6.7
|
%
|
(1.1
|
)%
|
||||||
Net
return on average total assets
|
6.6
|
6.9
|
5.2
|
3.3
|
(0.5
|
)
|
||||||||||
Before
cumulative effect of accounting changes:
|
||||||||||||||||
Net
return on average stockholders’ equity
|
12.4
|
%
|
13.2
|
%
|
10.1
|
%
|
6.7
|
%
|
7.6
|
%
|
||||||
Net
return on average total assets
|
6.6
|
6.9
|
5.2
|
3.3
|
3.7
|
|||||||||||
____________________
|
||||||||||||||||
(1) Includes
the results of operations of Crosstown Traders, Inc. from the date
of
acquisition (June 2, 2005).
|
||||||||||||||||
(2) Fiscal
2007 consisted of 53 weeks.
|
||||||||||||||||
(3) Certain
prior-year amounts have been reclassified to conform to the current-year
presentation.
|
||||||||||||||||
(4) In
March 2003, we announced a cost reduction plan designed to take advantage
of the centralization of corporate administrative services and to
realize
certain efficiencies, in order to improve profitability. Costs
incurred in connection with the plan during Fiscal 2004 included
$2,980,000 of workforce reduction costs, $3,691,000 of lease termination
and related costs, $4,195,000 of accelerated depreciation (a non-cash
charge), and $668,000 of other facility closure costs. The cost reduction
plan was substantially completed during Fiscal 2004. During Fiscal
2005,
we revised the estimated sublease income on our Hollywood, Florida
credit
facility, which was closed in connection with the plan, and recognized
an
additional $605,000 of lease termination costs.
|
||||||||||||||||
(5) In
January 2002, our Board of Directors approved a restructuring plan
that
included the closing of our THE ANSWER/ADDED DIMENSIONS chain of
77
stores; the conversion of approximately 20% of the ADDED DIMENSIONS
stores
to CATHERINES stores; the closing of 130 under-performing FASHION
BUG
stores; and the conversion of 44 FASHION BUG stores to LANE BRYANT
stores.
This restructuring plan resulted in a pre-tax charge of $37,708,000
in
Fiscal 2002. We completed the restructuring plan by the end of Fiscal
2003, and recognized a pre-tax restructuring credit of $4,813,000,
primarily as a result of favorable negotiations of lease
terminations.
|
||||||||||||||||
(6) In
Fiscal 2003, we fully adopted the provisions of SFAS No. 142, “Goodwill
and Other Intangible Assets.” In accordance with the transition provisions
of SFAS No. 142, we tested goodwill related to our CATHERINES acquisition
for impairment, and recorded a write-down of $43,975,000 to reduce
the
carrying value of the goodwill to its estimated fair value. In addition,
we recognized a charge of $5,123,000, net of income taxes of $2,758,000,
in connection with the adoption of FASB Emerging Issues Task Force
(“EITF”) Issue 02-16, “Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor.”
This
charge represents a reduction in inventory cost for the cumulative
effect
of cash received from vendors as of the beginning of Fiscal
2003.
|
●
|
Our
business is dependent upon our ability to accurately predict rapidly
changing fashion trends, customer preferences, and other fashion-related
factors, which we may not be able to successfully accomplish in the
future.
|
●
|
A
slowdown in the United States economy, an uncertain economic outlook,
and
escalating energy costs could lead to reduced consumer demand for
our
products in the future.
|
●
|
The
women’s specialty retail apparel and direct-to-consumer markets are highly
competitive and we may be unable to compete successfully against
existing
or future competitors.
|
●
|
We
may be unable to successfully integrate the operations of Crosstown
Traders, Inc. (“Crosstown Traders”) with the operations of Charming
Shoppes, Inc. In addition, we cannot assure the successful implementation
of our business plan for Crosstown Traders, including the successful
launch of our LANE BRYANT catalog.
|
●
|
We
cannot assure the successful implementation of our business plans
for
entry into the outlet store distribution channel and expansion of
our
CACIQUE product line through new store formats.
|
●
|
We
cannot assure the successful implementation of our business plan
for
increased profitability and growth in our Retail Stores or
Direct-to-Consumer segments.
|
●
|
Our
business plan is largely dependent upon continued growth in the plus-size
women’s apparel market, which may not occur.
|
●
|
We
depend on key personnel, particularly our Chief Executive Officer,
Dorrit
J. Bern, and we may not be able to retain or replace these employees
or
recruit additional qualified personnel.
|
●
|
We
depend on our distribution and fulfillment centers and third-party
freight
consolidators and service providers, and could incur significantly
higher
costs and longer lead times associated with distributing our products
to
our stores and shipping our products to our E-commerce and catalog
customers if operations at any of these locations were to be disrupted
for
any reason.
|
●
|
We
depend on the availability of credit for our working capital needs,
including credit we receive from our suppliers and their agents,
and on
our credit card securitization facilities. If we were unable to obtain
sufficient financing at an affordable cost, our ability to merchandise
our
stores, E-commerce, or catalog businesses would be adversely
affected.
|
●
|
Natural
disasters, as well as war, acts of terrorism, or other armed conflict,
or
the threat of either may negatively impact availability of merchandise
and
customer traffic to our stores, or otherwise adversely affect our
business.
|
●
|
We
rely significantly on foreign sources of production and face a variety
of
risks generally associated with doing business in foreign markets
and
importing merchandise from abroad. Such risks include (but are not
necessarily limited to) political instability; imposition of, or
changes
in, duties or quotas; trade restrictions; increased security requirements
applicable to imports; delays in shipping; increased costs of
transportation; and issues relating to compliance with domestic or
international labor standards.
|
●
|
Our
Retail Stores and Direct-to-Consumer segments experience seasonal
fluctuations in net sales and operating income. Any decrease in sales
or
margins during our peak sales periods, or in the availability of
working
capital during the months preceding such periods, could have a material
adverse effect on our business. In addition, extreme or unseasonable
weather conditions may have a negative impact on our sales.
|
●
|
We
may be unable to obtain adequate insurance for our operations at
a
reasonable cost.
|
●
|
We
may be unable to protect our trademarks and other intellectual property
rights, which are important to our success and our competitive position.
|
●
|
We
may be unable to hire and retain a sufficient number of suitable
sales
associates at our stores. In addition, we are subject to the Fair
Labor
Standards Act and various state and Federal laws and regulations
governing
such matters as minimum wages, exempt status classification, overtime,
and
employee benefits. Changes in Federal or state laws or regulations
regarding minimum wages or other employee benefits could cause us
to incur
additional wage and benefit costs, which could adversely affect our
results of operations.
|
●
|
Our
manufacturers may be unable to manufacture and deliver merchandise
to us
in a timely manner or to meet our quality standards.
|
●
|
Our
Retail Stores segment sales are dependent upon a high volume of traffic
in
the strip centers and malls in which our stores are located, and
our
future retail store growth is dependent upon the availability of
suitable
locations for new stores.
|
●
|
Inadequate
systems capacity, a disruption or slowdown in telecommunications
services,
changes in technology, changes in government regulations, systems
issues,
security breaches, a failure to integrate order management systems,
or
customer privacy issues could result in reduced sales or increases
in
operating expenses as a result of our efforts or our inability to
remedy
such issues.
|
●
|
Successful
operation of our E-commerce websites and our catalog business is
dependent
on our ability to maintain efficient and uninterrupted customer service
and fulfillment operations.
|
●
|
We
may be unable to manage significant increases in certain costs vital
to
catalog operations, including postage, paper, and acquisition of
prospects, which could adversely affect our results of
operations.
|
●
|
Response
rates to our catalogs and access to new customers could decline,
which
would adversely affect our net sales and results of
operations.
|
●
|
We
may be unable to successfully implement our plan to improve merchandise
assortments in our Retail Stores or Direct-to-Consumer
segments.
|
●
|
We
make certain significant assumptions, estimates, and projections
related
to the useful lives of our property, plant, and equipment and the
valuation of intangible assets related to acquisitions. The carrying
amount and/or useful life of these assets are subject to periodic
valuation tests for impairment. Impairment results when the carrying
value
of an asset exceeds the undiscounted (or for goodwill and indefinite-lived
intangible assets the discounted) future cash flows associated with
the
asset. If actual experience were to differ materially from the
assumptions, estimates, and projections used to determine useful
lives or
the valuation of property, plant, equipment, or intangible assets,
a
write-down for impairment of the carrying value of the assets, or
acceleration of depreciation or amortization of the assets, could
result.
Such a write-down or acceleration of depreciation or amortization
would
have an adverse impact on our reported results of operations.
|
●
|
Changes
to existing accounting rules or the adoption of new rules could have
an
adverse impact on our reported results of operations.
|
●
|
Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, we are required
to
include our assessment of the effectiveness of our internal control
over
financial reporting in our annual reports. Our independent registered
public accounting firm is also currently required to attest to whether
or
not our assessment is fairly stated in all material respects and
to
separately report on whether or not they believe that we maintained,
in
all material respects, effective internal control over financial
reporting. If we are unable to maintain effective internal control
over
financial reporting, or if our independent registered public accounting
firm is unable to timely attest to our assessment, we could be subject
to
regulatory sanctions and a possible loss of public confidence in
the
reliability of our financial reporting. Such a failure could result
in our
inability to provide timely and/or reliable financial information
and
could adversely affect our
business.
|
·
|
Continued
expansion of our side-by-side LANE BRYANT intimate apparel store
concept,
which we successfully tested during Fiscal 2006 and implemented in
Fiscal
2007. This concept pairs LANE BRYANT’s casual and wear-to-work sportswear
assortments with an expanded line of CACIQUE
intimates, as well as additional national brands, presented in a
double
store-front. During Fiscal 2007, we operated 44 stores in the side-by-side
format, including 18 stores that were relocated or remodeled. During
Fiscal 2008, we plan to open approximately 60 new LANE BRYANT stores,
including 35 stores in the new side-by-side
format.
|
|
·
|
In
Fiscal 2007, we entered the outlet store channel through the assumption
of
outlet store leases from Retail Brand Alliance and the opening of
82 LANE
BRYANT OUTLET stores and 45 PETITE SOPHISTICATE OUTLET stores, many
of
which are operating as side-by-side stores with LANE BRYANT OUTLET
stores.
This channel, which we expected would incur an operating loss during
Fiscal 2007, performed above-plan, was profitable during the fourth
quarter, and broke even for Fiscal 2007. During Fiscal 2008, we plan
to
open approximately 15 new LANE BRYANT OUTLET stores (including 3
conversions from LANE BRYANT stores), 5 new PETITE SOPHISTICATE OUTLET
stores, and 5-7 new full-line PETITE SOPHISTICATE
stores.
|
·
|
In
our Direct-to-Consumer segment, we
will focus on building infrastructure to prepare for the launch of
the
LANE BRYANT catalog, as well as improving the performance of our
core
apparel group catalogs. The LANE BRYANT catalog trademark, currently
licensed by a third party, will revert to us in late Fiscal
2008.
|
·
|
In
addition, we are planning for continued growth in E-commerce and
cross-channel selling tools, and exploring opportunities for international
expansion.
|
(In
millions)
|
10%
Change
|
20%
Change
|
|||||
Assumption:
|
|||||||
Payment
rate
|
$
|
1.1
|
$
|
2.1
|
|||
Residual
cash flows discount rate
|
0.1
|
0.1
|
|||||
Credit
loss percentage
|
0.9
|
1.7
|
Percentage
Increase
|
||||||||||||||||
(Decrease)
|
||||||||||||||||
Percentage
of Net Sales(1)(2)
|
From
Prior Year(2)
|
|||||||||||||||
Fiscal
|
Fiscal
|
Fiscal
|
Fiscal
|
Fiscal
|
||||||||||||
2007(3)
|
2006
|
2005
|
2007-2006(3)
|
2006-2005
|
||||||||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
11.3
|
%
|
18.0
|
%
|
||||||
|
||||||||||||||||
Cost
of goods sold, buying, catalog, and occupancy
expenses
|
69.8
|
69.5
|
70.4
|
11.9
|
16.5
|
|||||||||||
Selling,
general, and administrative expenses
|
24.6
|
24.6
|
24.7
|
11.0
|
17.6
|
|||||||||||
Income
from operations
|
5.6
|
5.9
|
4.9
|
6.1
|
42.4
|
|||||||||||
Other
income
|
0.3
|
0.3
|
0.1
|
8.6
|
148.1
|
|||||||||||
Interest
expense
|
0.5
|
0.6
|
0.7
|
(17.7
|
)
|
14.7
|
||||||||||
Income
tax provision
|
1.9
|
1.9
|
1.6
|
7.9
|
42.7
|
|||||||||||
Net
income
|
3.6
|
3.6
|
2.8
|
9.6
|
54.0
|
|||||||||||
____________________
|
||||||||||||||||
(1) Results
may not add due to rounding.
|
||||||||||||||||
(2) Includes
the results of operations of Crosstown Traders, Inc. from the date
of
acquisition on June 2, 2005.
|
||||||||||||||||
(3) Fiscal
2007 consisted of 53 weeks.
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
|||||||||||||||||
February
3, 2007(1)
|
January
28, 2006
|
January
29, 2005
|
|||||||||||||||||
Fiscal
|
Fourth
|
Fiscal
|
Fourth
|
Fiscal
|
Fourth
|
||||||||||||||
(In
millions)
|
Year
|
Quarter
|
Year
|
Quarter
|
Year
|
Quarter
|
|||||||||||||
FASHION
BUG
|
$
|
1,058.3
|
$
|
269.1
|
$
|
1,049.0
|
$
|
258.6
|
$
|
1,043.8
|
$
|
255.0
|
|||||||
LANE
BRYANT(2)
|
1,202.3
|
357.1
|
1,057.4
|
299.8
|
974.6
|
260.1
|
|||||||||||||
CATHERINES
|
367.7
|
91.5
|
346.2
|
83.0
|
312.1
|
70.4
|
|||||||||||||
Other
retail stores(3)
|
8.1
|
6.2
|
0.0
|
0.0
|
0.0
|
0.0
|
|||||||||||||
Total
Retail Stores segment sales
|
2,636.4
|
723.9
|
2,452.6
|
641.4
|
2,330.5
|
585.5
|
|||||||||||||
Total
Direct-to-Consumer segment sales(4)
|
427.8
|
148.2
|
298.9
|
155.8
|
0.0
|
0.0
|
|||||||||||||
Corporate
and other(5)
|
3.3
|
1.9
|
4.2
|
2.4
|
4.2
|
2.5
|
|||||||||||||
Total
net sales
|
$
|
3,067.5
|
$
|
874.0
|
$
|
2,755.7
|
$
|
799.6
|
$
|
2,334.7
|
$
|
588.0
|
|||||||
____________________
|
|||||||||||||||||||
(1) Fiscal
Year 2007 and Fourth Quarter 2007 consisted of 53 weeks and 14 weeks,
respectively.
|
|||||||||||||||||||
(2) Fiscal
2007 includes LANE BRYANT OUTLET stores.
|
|||||||||||||||||||
(3) Includes
PETITE SOPHISTICATE OUTLET stores.
|
|||||||||||||||||||
(4) Includes
the results of operations of Crosstown Traders, Inc. from the date
of
acquisition on June 2, 2005.
|
|||||||||||||||||||
(5) Revenue
related to loyalty card fees.
|
Year
Ended
|
Year
Ended
|
|||
February
3, 2007(1)
|
January
28, 2006
|
|||
Fiscal
|
Fourth
|
Fiscal
|
Fourth
|
|
Year
|
Quarter
|
Year
|
Quarter
|
|
Retail
Stores segment
|
||||
Increase
(decrease) in comparable store sales:(2)
|
||||
Consolidated
retail stores
|
1%
|
(1)%
|
3%
|
7%
|
FASHION
BUG
|
(1)
|
(1)
|
0
|
1
|
LANE
BRYANT
|
1
|
(3)
|
4
|
10
|
CATHERINES
|
4
|
2
|
10
|
19
|
Sales
from new stores as a percentage of
|
||||
consolidated
prior-period net sales:(3)
|
||||
FASHION
BUG
|
1
|
1
|
1
|
2
|
LANE
BRYANT(4)
|
6
|
7
|
3
|
4
|
CATHERINES
|
1
|
0
|
1
|
1
|
Other
retail stores(5)
|
0
|
1
|
--
|
--
|
Prior-period
sales from closed stores as a percentage
|
||||
of
consolidated prior-period net sales:
|
||||
FASHION
BUG
|
(1)
|
(1)
|
(1)
|
(1)
|
LANE
BRYANT
|
(2)
|
(2)
|
(1)
|
(1)
|
CATHERINES
|
(0)
|
(0)
|
(1)
|
(1)
|
Increase
in Retail Stores segment sales
|
7
|
13
|
5
|
10
|
Direct-to-Consumer
segment
|
||||
Increase
(decrease) in Direct-to-Consumer segment sales
|
-- (6)
|
(5)
|
--
|
--
|
Increase
in consolidated net sales
|
11%
|
9%
|
18%
|
36%
|
____________________
|
||||
(1) Fiscal
Year 2007 and Fourth Quarter 2007 consisted of 53 weeks and 14 weeks,
respectively. Comparable store sales and changes in sales from new
stores
and closed stores are based on equivalent 52-week and 13-week periods.
The
increase in Retail Stores segment sales, increase (decrease) in
Direct-to-Consumer segment sales, and increase in consolidated net
sales
are based on the 53-week and 14-week periods for Fiscal 2007 and
the
52-week and 13-week periods for Fiscal 2006.
|
||||
(2) “Comparable
store sales” is not a measure that has been defined under generally
accepted accounting principles. The method of calculating comparable
store
sales varies across the retail industry and, therefore, our calculation
of
comparable store sales is not necessarily comparable to similarly-titled
measures reported by other companies. We define comparable store
sales as
sales from stores operating in both the current and prior-year periods.
New stores are added to the comparable store sales base 13 months
after
their open date. Sales from stores that are relocated within the
same mall
or strip-center, remodeled, or have a legal square footage change
of less
than 20% are included in the calculation of comparable store sales.
Sales
from stores that are relocated outside the existing mall or strip-center,
or have a legal square footage change of 20% or more, are excluded
from
the calculation of comparable store sales until 13 months after the
relocated store is opened. Stores that are temporarily closed for
a period
of 4 weeks or more are excluded from the calculation of comparable
store
sales for the applicable periods in the year of closure and the subsequent
year. Non-store sales, such as catalog and E-commerce sales, are
excluded
from the calculation of comparable store sales.
|
||||
(3) Includes
incremental Retail Stores segment E-commerce
sales.
|
||||
(4) Includes
LANE BRYANT OUTLET stores.
|
||||
(5) Includes
PETITE SOPHISTICATE OUTLET stores.
|
||||
(6) Comparison
is not meaningful, as prior-year period includes sales from Crosstown
Traders, Inc. from the date of acquisition on June 2, 2005 (approximately
34 weeks).
|
FASHION
|
LANE
|
|||||||||||||||
BUG
|
BRYANT
|
CATHERINES
|
Other(1)
|
Total
|
||||||||||||
Fiscal
2007:(2)
|
||||||||||||||||
Stores
at January 28, 2006
|
1,025
|
748
|
463
|
0
|
2,236
|
|||||||||||
Stores
opened
|
10
|
135
|
(3)
|
8
|
45
|
198
|
||||||||||
Stores
closed
|
(26
|
)
|
(24
|
)
|
(6
|
)
|
(0
|
)
|
(56
|
)
|
||||||
Net
change in stores
|
(16
|
)
|
111
|
2
|
45
|
142
|
||||||||||
Stores
at February 3, 2007
|
1,009
|
859
|
465
|
45
|
2,378
|
|||||||||||
Stores
relocated during period
|
27
|
24
|
11
|
0
|
62
|
|||||||||||
Fiscal
2008
|
||||||||||||||||
Planned
store openings
|
10
|
65-75
|
(4)
|
10
|
10-12
|
(5)
|
95-107
|
|||||||||
Planned
store closings
|
18-22
|
15-18
|
(6)
|
7-10
|
0
|
40-50
|
||||||||||
Planned
store relocations
|
20-25
|
45-50
|
(7)
|
10-15
|
0
|
75-90
|
||||||||||
____________________
|
||||||||||||||||
(1) Includes
PETITE SOPHISTICATE OUTLET stores.
|
||||||||||||||||
(2) Excludes
2 Crosstown Traders outlet stores.
|
||||||||||||||||
(3) Includes
82 LANE BRYANT OUTLET stores.
|
||||||||||||||||
(4) Includes
approximately 35 LANE BRYANT intimate apparel side-by-side stores
and 15
LANE BRYANT OUTLET stores.
|
||||||||||||||||
(5) Includes
5 PETITE SOPHISTICATE OUTLET stores and 5-7 full-line PETITE SOPHISTICATE
stores.
|
||||||||||||||||
(6) Includes
1 LANE BRYANT OUTLET store.
|
||||||||||||||||
(7) Includes
approximately 32 conversions to LANE BRYANT intimate apparel side-by-side
stores.
|
Fiscal
|
Fiscal
|
Fiscal
|
||||||||
(Dollars
in thousands)
|
2007
|
2006
|
2005
|
|||||||
Cash
and cash equivalents
|
$
|
143,838
|
$
|
130,132
|
$
|
273,049
|
||||
Available-for-sale
securities
|
1,997
|
20,150
|
0
|
|||||||
Cash
provided by operating activities
|
186,954
|
164,812
|
165,940
|
|||||||
Working
capital
|
443,101
|
344,229
|
413,989
|
|||||||
Current
ratio
|
2.1
|
1.8
|
2.4
|
|||||||
Long-term
debt to equity ratio
|
19.1
|
%
|
23.6
|
%
|
30.0
|
%
|
Payments
Due by Period
|
||||||||||||||||
One
to
|
Three
|
More
|
||||||||||||||
Less
Than
|
Three
|
To
Five
|
than
Five
|
|||||||||||||
(In
millions)
|
Total
|
One
Year
|
Years
|
Years
|
Years
|
|||||||||||
Long-term
debt, including current portion(1)
|
$
|
187.6
|
$
|
4.7
|
$
|
9.2
|
$
|
13.3
|
$
|
160.4
|
||||||
Capital
leases
|
13.6
|
8.6
|
5.0
|
0.0
|
0.0
|
|||||||||||
Operating
leases(2)
|
904.2
|
221.2
|
328.7
|
191.8
|
162.5
|
|||||||||||
Revolving
credit facility(3)
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
|||||||||||
Letters
of credit(3)
|
6.3
|
6.3
|
0.0
|
0.0
|
0.0
|
|||||||||||
Stand-by
letters of credit(3)
|
11.9
|
11.9
|
0.0
|
0.0
|
0.0
|
|||||||||||
Long-term
deferred compensation(4)
|
3.6
|
0.5
|
0.6
|
0.1
|
2.4
|
|||||||||||
Purchase
commitments(5)
|
634.3
|
634.3
|
0.0
|
0.0
|
0.0
|
|||||||||||
Total
|
$
|
1,761.5
|
$
|
887.5
|
$
|
343.5
|
$
|
205.2
|
$
|
325.3
|
||||||
____________________
|
||||||||||||||||
(1)
Amounts
represent the expected cash payments (including interest) of our
long-term
debt (including our convertible debt through maturity and excluding
capital leases) and do not include any fair value adjustments, bond
premiums, discounts, or revolving credit facilities.
|
||||||||||||||||
(2) Commitments
under operating leases include $14.3 million payable under the LANE
BRYANT
master sublease with Limited Brands, which we have
guaranteed.
|
||||||||||||||||
(3) We
currently have a $375 million revolving credit facility that expires
on
July 28, 2010, which provides for cash borrowings and the ability
to issue
up to $300 million of letters of credit. At February 3, 2007, there
were
no borrowings outstanding under this facility.
|
||||||||||||||||
(4)
Long
term compensation consists of our non-qualified deferred compensation
plan
and supplemental retirement plan, which are included in “Deferred taxes
and other non-current liabilities” on our consolidated balance sheets. We
have developed estimates of projected payment obligations for participant
planned in-service distributions of the deferred compensation plan
liability as of February 3, 2007. We have excluded $36.0 million
of
retirement/termination benefit distribution obligations as of February
3,
2007 from the above estimates. This amount has been excluded because
the
value of the obligation and the timing of payments may vary annually
due
to changes in the fair value of the plan assets and/or assumptions
for
participant retirement/termination.
|
||||||||||||||||
(5)
Purchase
commitments include agreements to purchase goods or services in the
ordinary course of business.
|
(Dollars
in millions)
|
Series
1999-2
|
Series
2002-1
|
Series
2004
|
Series
2004-1
|
2005-RPA(1)
|
Date
of facility
|
May
1999
|
November
2002
|
January
2004
|
August
2004
|
May
2005
|
Type
of facility
|
Conduit
|
Term
|
Conduit
|
Term
|
Conduit
|
Maximum
funding
|
$50.0
|
$100.0
|
$50.0
|
$180.0
|
$55.0
|
Funding
as of February 3, 2007
|
$32.0
|
$100.0
|
$0.0
|
$180.0
|
$44.5
|
First
scheduled principal payment
|
Not
applicable
|
August
2007
|
Not
applicable
|
April
2009
|
Not
applicable
|
Expected
final principal payment
|
Not
applicable(2)
|
May
2008
|
Not
applicable(2)
|
March
2010
|
Not
applicable(2)
|
Renewal
|
Annual
|
Not
applicable
|
Annual
|
Not
applicable
|
Annual
|
____________________
|
|||||
(1) Receivables
Purchase Agreement (for the Crosstown Traders catalog proprietary
credit
card receivables program).
|
|||||
(2) Series
1999-2 and Series 2004 have scheduled final payment dates that occur
in
the twelfth month following the month in which the series begins
amortizing. These series and 2005-RPA generally begin amortizing
364 days
after the start of the purchase commitment by the series purchaser
currently in effect.
|
/S/
ERNST & YOUNG LLP
|
/S/
ERNST & YOUNG LLP
|
February
3,
|
January
28,
|
||||||
(In
thousands, except share amounts)
|
2007
|
2006
|
|||||
ASSETS
|
|||||||
Current
assets
|
|||||||
Cash
and cash equivalents
|
$
|
143,838
|
$
|
130,132
|
|||
Available-for-sale
securities
|
1,997
|
20,150
|
|||||
Accounts
receivable, net of allowances of $5,083 and $6,588
|
33,366
|
38,603
|
|||||
Investment
in asset-backed securities
|
60,643
|
66,828
|
|||||
Merchandise
inventories
|
429,433
|
376,409
|
|||||
Deferred
advertising
|
21,707
|
20,591
|
|||||
Deferred
taxes
|
4,469
|
19,436
|
|||||
Prepayments
and other
|
145,385
|
89,245
|
|||||
Total
current assets
|
840,838
|
761,394
|
|||||
Property,
equipment, and leasehold improvements - at cost
|
996,430
|
896,835
|
|||||
Less
accumulated depreciation and amortization
|
573,984
|
525,882
|
|||||
Net
property, equipment, and leasehold improvements
|
422,446
|
370,953
|
|||||
Trademarks
and other intangible assets
|
249,490
|
250,074
|
|||||
Goodwill
|
153,370
|
154,553
|
|||||
Other
assets
|
44,798
|
35,609
|
|||||
Total
assets
|
$
|
1,710,942
|
$
|
1,572,583
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities
|
|||||||
Short-term
borrowings
|
$
|
0
|
$
|
50,000
|
|||
Accounts
payable
|
178,629
|
133,236
|
|||||
Accrued
expenses
|
208,221
|
217,421
|
|||||
Income
taxes payable
|
0
|
1,743
|
|||||
Current
portion - long-term debt
|
10,887
|
14,765
|
|||||
Total
current liabilities
|
397,737
|
417,165
|
|||||
Deferred
taxes
|
57,340
|
50,634
|
|||||
Other
non-current liabilities
|
127,203
|
98,457
|
|||||
Long-term
debt
|
181,124
|
191,979
|
|||||
Stockholders’
equity
|
|||||||
Common
stock $.10 par value
|
|||||||
Authorized
- 300,000,000 shares
|
|||||||
Issued
- 135,762,531 shares and 133,954,852 shares
|
13,576
|
13,395
|
|||||
Additional
paid-in capital
|
285,159
|
261,077
|
|||||
Treasury
stock at cost - 12,265,993 shares
|
(84,136
|
)
|
(84,136
|
)
|
|||
Accumulated
other comprehensive income (loss)
|
1
|
(3
|
)
|
||||
Retained
earnings
|
732,938
|
624,015
|
|||||
Total
stockholders’ equity
|
947,538
|
814,348
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
1,710,942
|
$
|
1,572,583
|
|||
Certain
prior-year amounts have been reclassified to conform to the current-year
presentation.
|
|||||||
See
Notes to Consolidated Financial
Statements.
|
Year
Ended
|
||||||||||
February
3,
|
January
28,
|
January
29,
|
||||||||
(In
thousands, except per share amounts)
|
2007
|
2006
|
2005
|
|||||||
Net
sales
|
$
|
3,067,517
|
$
|
2,755,725
|
$
|
2,334,736
|
||||
Cost
of goods sold, buying, catalog, and occupancy expenses
|
2,141,884
|
1,914,347
|
1,642,650
|
|||||||
Selling,
general, and administrative expenses
|
753,109
|
678,753
|
577,301
|
|||||||
Expenses
related to cost reduction plan
|
0
|
0
|
605
|
|||||||
Total
operating expenses
|
2,894,993
|
2,593,100
|
2,220,556
|
|||||||
Income
from operations
|
172,524
|
162,625
|
114,180
|
|||||||
Other
income
|
8,345
|
7,687
|
3,098
|
|||||||
Interest
expense
|
(14,746
|
)
|
(17,911
|
)
|
(15,610
|
)
|
||||
Income
before income taxes
|
166,123
|
152,401
|
101,668
|
|||||||
Income
tax provision
|
57,200
|
53,010
|
37,142
|
|||||||
Net
income
|
108,923
|
99,391
|
64,526
|
|||||||
Other
comprehensive income/(loss), net of tax:
|
||||||||||
Unrealized
gains/(losses) on available-for-sale securities, net of income
tax
|
||||||||||
(provision)/benefit
of $(3) in 2007, $3 in 2006, and $(92) in 2005
|
4
|
(3
|
)
|
113
|
||||||
Reclassification
of realized losses on available-for-sale securities
|
||||||||||
included
in net income, net of income tax benefit of $61 in 2005
|
0
|
0
|
124
|
|||||||
Reclassification
of amortization of deferred loss on termination of
derivative,
|
||||||||||
net
of income tax benefit of $68 in 2005
|
0
|
0
|
128
|
|||||||
Total
other comprehensive income/(loss)
|
4
|
(3
|
)
|
365
|
||||||
Comprehensive
income
|
$
|
108,927
|
$
|
99,388
|
$
|
64,891
|
||||
Basic
net income per share
|
$
|
.89
|
$
|
.83
|
$
|
.56
|
||||
Diluted
net income per share
|
$
|
.81
|
$
|
.76
|
$
|
.52
|
||||
Certain
prior-year amounts have been reclassified to conform to the current-year
presentation.
|
||||||||||
See
Notes to Consolidated Financial
Statements.
|
Accumulated
|
||||||||||||||||
Additional
|
Other
|
|||||||||||||||
Common
Stock
|
Paid-in
|
Comprehensive
|
Retained
|
|||||||||||||
(Dollars
in thousands)
|
Shares
|
Amount
|
Capital
|
Income
(Loss)
|
Earnings
|
|||||||||||
Balance,
January 31, 2004
|
125,526,573
|
$
|
12,553
|
$
|
199,259
|
$
|
(365
|
)
|
$
|
460,098
|
||||||
Issued
to employees, net
|
411,411
|
41
|
382
|
|||||||||||||
Exercise
of stock options
|
6,249,634
|
625
|
33,062
|
|||||||||||||
Shares
withheld for payment of employee
|
||||||||||||||||
payroll
taxes due on shares issued
|
||||||||||||||||
under
employee stock plans
|
(15,082
|
)
|
(2
|
)
|
(92
|
)
|
||||||||||
Shares
received in payment of stock
|
||||||||||||||||
option
exercises
|
(109,246
|
)
|
(11
|
)
|
(847
|
)
|
||||||||||
Deferred
compensation related to stock plans
|
2,537
|
|||||||||||||||
Tax
benefit - employee stock programs
|
6,469
|
|
|
|||||||||||||
Unrealized
gains, net of income taxes of $(221)
|
365
|
|||||||||||||||
Net
income
|
|
|
|
|
64,526
|
|||||||||||
Balance,
January 29, 2005
|
132,063,290
|
13,206
|
240,770
|
0
|
524,624
|
|||||||||||
Issued
to employees, net
|
51,909
|
5
|
708
|
|||||||||||||
Exercise
of stock options
|
1,865,554
|
187
|
9,384
|
|||||||||||||
Shares
withheld for payment of employee
|
||||||||||||||||
payroll
taxes due on shares issued
|
||||||||||||||||
under
employee stock plans
|
(25,901
|
)
|
(3
|
)
|
(216
|
)
|
||||||||||
Deferred
compensation related to stock plans
|
6,814
|
|||||||||||||||
Tax
benefit - employee stock programs
|
3,617
|
|||||||||||||||
Unrealized
losses, net of income taxes of $3
|
(3
|
)
|
||||||||||||||
Net
income
|
|
|
|
|
99,391
|
|||||||||||
Balance,
January 28, 2006
|
133,954,852
|
13,395
|
261,077
|
(3
|
)
|
624,015
|
||||||||||
Issued
to employees, net
|
361,477
|
36
|
783
|
|||||||||||||
Exercise
of stock options
|
1,536,580
|
154
|
9,011
|
|||||||||||||
Shares
withheld for payment of employee
|
||||||||||||||||
payroll
taxes due on shares issued
|
||||||||||||||||
under
employee stock plans
|
(90,378
|
)
|
(9
|
)
|
(1,217
|
)
|
||||||||||
Deferred
compensation related to stock plans
|
10,386
|
|||||||||||||||
Tax
benefit - employee stock programs
|
5,119
|
|||||||||||||||
Unrealized
gains, net of income taxes of $(3)
|
4
|
|||||||||||||||
Net
income
|
|
|
|
|
108,923
|
|||||||||||
Balance,
February 3, 2007
|
135,762,531
|
$
|
13,576
|
$
|
285,159
|
$
|
1
|
$
|
732,938
|
|||||||
Certain
prior-year amounts have been reclassified to conform to the current-year
presentation.
|
||||||||||||||||
See
Notes to Consolidated Financial
Statements.
|
Year
Ended
|
||||||||||
February
3,
|
January
28,
|
January
29,
|
||||||||
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||
Operating
activities
|
||||||||||
Net
income
|
$
|
108,923
|
$
|
99,391
|
$
|
64,526
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||||
Depreciation
and amortization
|
91,244
|
84,297
|
77,069
|
|||||||
Deferred
income taxes
|
20,719
|
(10,139
|
)
|
11,521
|
||||||
Stock-based
compensation
|
10,386
|
6,814
|
2,537
|
|||||||
Excess
tax benefits related to stock-based compensation
|
(5,119
|
)
|
3,617
|
6,469
|
||||||
Net
(gain)/loss from disposition of capital assets
|
1,618
|
(725
|
)
|
736
|
||||||
Net
gain from securitization activities
|
(818
|
)
|
(3,105
|
)
|
(1,182
|
)
|
||||
Other,
net
|
0
|
0
|
185
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Accounts
receivable
|
5,237
|
(31,315
|
)
|
0
|
||||||
Merchandise
inventories
|
(53,024
|
)
|
(20,051
|
)
|
24,875
|
|||||
Accounts
payable
|
45,393
|
(6,952
|
)
|
(7,958
|
)
|
|||||
Deferred
advertising
|
(1,116
|
)
|
(7,797
|
)
|
0
|
|||||
Prepayments
and other
|
(54,390
|
)
|
5,636
|
(28,888
|
)
|
|||||
Income
taxes payable
|
3,376
|
1,743
|
(1,128
|
)
|
||||||
Accrued
expenses and other
|
14,525
|
43,398
|
17,178
|
|||||||
Net
cash provided by operating activities
|
186,954
|
164,812
|
165,940
|
|||||||
Investing
activities
|
||||||||||
Investment
in capital assets
|
(133,156
|
)
|
(103,835
|
)
|
(60,565
|
)
|
||||
Proceeds
from sales of capital assets
|
0
|
3,432
|
0
|
|||||||
Gross
purchases of securities
|
(37,022
|
)
|
(50,630
|
)
|
(29,705
|
)
|
||||
Proceeds
from sales of securities
|
62,185
|
18,849
|
48,206
|
|||||||
Acquisition
of Crosstown Traders, Inc., net of cash acquired
|
0
|
(256,717
|
)
|
0
|
||||||
Purchase
of Catherines receivables portfolio
|
0
|
(56,582
|
)
|
0
|
||||||
Securitization
of Catherines receivables portfolio
|
0
|
56,582
|
0
|
|||||||
Securitization
of Crosstown Traders, Inc. apparel-related receivables
|
0
|
50,000
|
0
|
|||||||
Increase
in other assets
|
(14,399
|
)
|
(5,264
|
)
|
(6,984
|
)
|
||||
Net
cash used by investing activities
|
(122,392
|
)
|
(344,165
|
)
|
(49,048
|
)
|
||||
Financing
activities
|
||||||||||
Proceeds
from short-term borrowings
|
149,377
|
382,573
|
186,173
|
|||||||
Repayments
of short-term borrowings
|
(199,377
|
)
|
(332,573
|
)
|
(186,173
|
)
|
||||
Proceeds
from long-term borrowings
|
0
|
0
|
18,098
|
|||||||
Repayments
of long-term borrowings
|
(14,733
|
)
|
(22,212
|
)
|
(18,530
|
)
|
||||
Payments
of deferred financing costs
|
0
|
(1,417
|
)
|
(350
|
)
|
|||||
Excess
tax benefits related to stock-based compensation
|
5,119
|
0
|
0
|
|||||||
Proceeds
from issuance of common stock
|
8,758
|
10,065
|
33,158
|
|||||||
Net
cash provided/(used) by financing activities
|
(50,856
|
)
|
36,436
|
32,376
|
||||||
Increase/(decrease)
in cash and cash equivalents
|
13,706
|
(142,917
|
)
|
149,268
|
||||||
Cash
and cash equivalents, beginning of year
|
130,132
|
273,049
|
123,781
|
|||||||
Cash
and cash equivalents, end of year
|
$
|
143,838
|
$
|
130,132
|
$
|
273,049
|
||||
Non-cash
financing and investing activities
|
||||||||||
Equipment
acquired through capital leases
|
$
|
0
|
$
|
3,892
|
$
|
5,399
|
||||
Certain
prior-year amounts have been reclassified to conform to the current-year
presentation.
|
||||||||||
See
Notes to Consolidated Financial
Statements.
|
(In
thousands, except per share amounts)
|
2006
|
2005
|
|||||
Net
income as reported
|
$
|
99,391
|
$
|
64,526
|
|||
Add
stock-based employee compensation as reported, using
intrinsic
|
|||||||
value
method, net of income taxes
|
4,429
|
1,649
|
|||||
Less
stock-based employee compensation, using fair-value
method,
|
|||||||
net
of income taxes
|
(5,307
|
)
|
(3,862
|
)
|
|||
Pro
forma net income
|
$
|
98,513
|
$
|
62,313
|
|||
Basic
net income per share:
|
|||||||
As
reported
|
$
|
.83
|
$
|
.56
|
|||
Pro
forma
|
.82
|
.54
|
|||||
Diluted
net income per share:
|
|||||||
As
reported
|
.76
|
.52
|
|||||
Pro
forma
|
.75
|
.50
|
· |
Amortization
method - Amortize the servicing assets or liabilities in proportion
to,
and over the period of, estimated net servicing income or loss and
assess
the assets or liabilities for impairment or increased obligation
based on
fair value at each reporting date.
|
· |
Fair
value measurement method - Measure the servicing assets or liabilities
at
fair value at each reporting date and report changes in fair value
in
earnings in the period in which the changes
occur.
|
Purchase
|
||||
Price
|
||||
(In
thousands)
|
Allocation
|
|||
Fair
value of assets acquired:
|
||||
Cash
and cash equivalents
|
$
|
5,815
|
||
Accounts
receivable
|
60,092
|
|||
Merchandise
inventories
|
71,238
|
|||
Deferred
advertising
|
12,794
|
|||
Property,
equipment, and leasehold improvements
|
19,321
|
|||
Prepayments
and other
|
8,319
|
|||
Fair
value of liabilities assumed
|
(59,785
|
)
|
||
Intangible
assets subject to amortization
|
13,100
|
|||
Intangible
assets not subject to amortization (trademarks and tradenames)
|
70,000
|
|||
Deferred
tax effect of acquisition
|
(26,816
|
)
|
||
Goodwill
|
86,704
|
|||
Total
purchase price
|
$
|
260,782
|
Balance
at
|
Fiscal
2007
|
Balance
at
|
|||||||||||
January
28,
|
Payments/
|
February
3,
|
|||||||||||
(In
thousands)
|
2006
|
Adjustments
|
Settlements
|
2007
|
|||||||||
Severance
and related costs
|
$
|
4,380
|
$
|
(728
|
)
|
$
|
(3,652
|
)
|
$
|
0
|
|||
Lease
termination and related costs
|
2,180
|
564
|
(924
|
)
|
1,820
|
||||||||
Unfavorable
contract costs
|
900
|
(900
|
)
|
0
|
|||||||||
Other
costs
|
1,154
|
(62
|
)
|
(853
|
)
|
239
|
|||||||
Total
|
$
|
8,614
|
$
|
(1,126
|
)
|
$
|
(5,429
|
)
|
$
|
2,059
|
Year
Ended
|
|||||||
January
28,
|
January
29,
|
||||||
(In
thousands, except per share amounts)
|
2006
|
2005
|
|||||
Net
sales
|
$
|
2,897,904
|
$
|
2,793,663
|
|||
Net
income
|
98,317
|
75,197
|
|||||
Net
income per share:
|
|||||||
Basic
|
$
|
.82
|
$
|
.65
|
|||
Diluted
|
.75
|
.60
|
Estimated
|
|||||||
(In
thousands)
|
Cost
|
Fair
Value
|
|||||
February
3, 2007
|
|||||||
U.S.
Treasury Bills
|
$
|
1,497
|
$
|
1,497
|
|||
Other
|
500
|
500
|
|||||
$
|
1,997
|
$
|
1,997
|
||||
January
28, 2006
|
|||||||
U.S.
Treasury Bills
|
$
|
19,781
|
$
|
19,781
|
|||
Other
|
369
|
369
|
|||||
$
|
20,150
|
$
|
20,150
|
(In
thousands)
|
2007
|
2006
|
|||||
Due
from customers
|
$
|
38,449
|
$
|
45,191
|
|||
Allowance
for doubtful accounts
|
(5,083
|
)
|
(6,588
|
)
|
|||
Net
accounts receivable
|
$
|
33,366
|
$
|
38,603
|
Year
Ended
|
|||||||
February
3,
|
January
28,
|
||||||
2007
|
2006
|
||||||
Beginning
balance
|
$
|
(6,588
|
)
|
$
|
0
|
(1)
|
|
Provision
for doubtful accounts
|
(4,924
|
)
|
(5,661
|
)
|
|||
Collections
of accounts previously written off
|
(1,274
|
)
|
(1,030
|
)
|
|||
Accounts
written off
|
7,703
|
103
|
|||||
Ending
balance
|
$
|
(5,083
|
)
|
$
|
(6,588
|
)
|
|
____________________
|
|||||||
(1) Balance
as of June 5, 2005 (date of acquisition).
|
Lives
|
||||||||||
(Dollars
in thousands)
|
(Years)
|
2007
|
2006
|
|||||||
Land
|
$
|
5,829
|
$
|
5,829
|
||||||
Buildings
and improvements
|
10
to 40
|
74,125
|
74,573
|
|||||||
Store
fixtures
|
5
to 10
|
162,879
|
145,586
|
|||||||
Equipment
|
3
to 10
|
232,095
|
208,266
|
|||||||
Equipment
acquired under capital leases
|
7
|
71,909
|
71,908
|
|||||||
Leasehold
improvements
|
10(1)
|
|
433,439
|
382,319
|
||||||
Construction
in progress
|
-
|
16,154
|
8,354
|
|||||||
Total
at cost
|
996,430
|
896,835
|
||||||||
Less: Accumulated
depreciation and amortization
|
528,912
|
491,154
|
||||||||
Accumulated
amortization of capital lease assets
|
45,072
|
34,728
|
||||||||
Total
accumulated depreciation and amortization
|
573,984
|
525,882
|
||||||||
Net
property, equipment, and leasehold improvements
|
$
|
422,446
|
$
|
370,953
|
||||||
____________________
|
||||||||||
(1) Or
the life of the lease, if shorter.
|
Life
|
||||||||||
(Dollars
in thousands)
|
(Years)
|
2007
|
2006
|
|||||||
Trademarks,
tradenames, and Internet domain names
|
$
|
241,850
|
$
|
238,800
|
||||||
Customer
lists, customer relationships,
|
||||||||||
and
covenant not to compete
|
4
to 5
|
16,400
|
16,400
|
|||||||
Total
at cost
|
258,250
|
255,200
|
||||||||
Less: accumulated
amortization of customer lists,
|
||||||||||
customer
relationships, and covenant not to compete
|
8,760
|
5,126
|
||||||||
Net
trademarks and other intangible assets
|
$
|
249,490
|
$
|
250,074
|
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||
Domestic
|
$
|
154,025
|
$
|
144,753
|
$
|
98,144
|
||||
Foreign
|
12,098
|
7,648
|
3,524
|
|||||||
$
|
166,123
|
$
|
152,401
|
$
|
101,668
|
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||
Current:
|
||||||||||
Federal
|
$
|
38,066
|
$
|
50,097
|
$
|
20,857
|
||||
State
|
5,007
|
4,255
|
6,275
|
|||||||
Foreign
|
1,649
|
892
|
668
|
|||||||
44,722
|
55,244
|
27,800
|
||||||||
Deferred:
|
||||||||||
Federal
|
12,815
|
(547
|
)
|
8,885
|
||||||
State
|
(337
|
)
|
(1,687
|
)
|
457
|
|||||
12,478
|
(2,234
|
)
|
9,342
|
|||||||
$
|
57,200
|
$
|
53,010
|
$
|
37,142
|
2007
|
2006
|
2005
|
||||||||
Statutory
Federal income tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||||
State
income tax, net of Federal income tax
|
0.8
|
0.4
|
2.2
|
|||||||
Foreign
income
|
(1.5
|
)
|
(1.2
|
)
|
(0.6
|
)
|
||||
Employee
benefits
|
(0.3
|
)
|
(0.6
|
)
|
(1.0
|
)
|
||||
Other,
net
|
0.4
|
1.2
|
0.9
|
|||||||
Effective
tax rate
|
34.4
|
%
|
34.8
|
%
|
36.5
|
%
|
Net
Current
|
Net
Long-Term
|
||||||
Assets
|
Assets
|
||||||
(In
thousands)
|
(Liabilities)
|
(Liabilities)
|
|||||
February
3, 2007
|
|||||||
Property,
equipment, and leasehold improvements
|
$
|
(11,064
|
)
|
||||
Accounts
receivable
|
$
|
(4,409
|
)
|
||||
Tax
credit and loss carryforwards
|
9,303
|
||||||
Prepaid
and accrued expenses
|
(6,367
|
)
|
|||||
Inventory
|
2,983
|
||||||
Deferred
compensation
|
17,548
|
||||||
Goodwill
and intangible assets
|
(60,187
|
)
|
|||||
Investments
|
(556
|
)
|
|||||
Deferred
rent
|
12,611
|
||||||
Credit
card late fees
|
(15,428
|
)
|
|||||
Other
|
2,959
|
(264
|
)
|
||||
$
|
4,469
|
$
|
(57,340
|
)
|
|||
January
28, 2006
|
|||||||
Property,
equipment, and leasehold improvements
|
$
|
(15,669
|
)
|
||||
Accounts
receivable
|
$
|
(900
|
)
|
||||
Tax
credit and loss carryforwards
|
2,406
|
||||||
Prepaid
and accrued expenses
|
7,614
|
||||||
Inventory
|
3,716
|
||||||
Deferred
compensation
|
4,355
|
14,641
|
|||||
Goodwill
and intangible assets
|
(57,163
|
)
|
|||||
Investments
|
(924
|
)
|
|||||
Deferred
rent
|
14,036
|
||||||
Credit
card late fees
|
(5,588
|
)
|
|||||
Other
|
2,245
|
33
|
|||||
$
|
19,436
|
$
|
(50,634
|
)
|
(In
thousands)
|
2007
|
2006
|
|||||
Short-term
borrowings
|
|||||||
Revolving
credit facility
|
$
|
0
|
$
|
50,000
|
|||
Long-term
debt
|
|||||||
4.75%
Senior Convertible Notes due June 2012
|
$
|
149,999
|
$
|
150,000
|
|||
Capital
lease obligations
|
12,853
|
24,825
|
|||||
6.07%
mortgage note, due October 2014
|
11,696
|
12,261
|
|||||
6.53%
mortgage note, due November 2012
|
8,050
|
9,450
|
|||||
7.77%
mortgage note due December 2011
|
8,496
|
9,050
|
|||||
Other
long-term debt
|
917
|
1,158
|
|||||
Total
long-term debt
|
192,011
|
206,744
|
|||||
Less
current portion
|
10,887
|
14,765
|
|||||
$
|
181,124
|
$
|
191,979
|
(In
thousands)
|
2008
|
2009
|
2010
|
2011
|
2012
|
|||||||||||
Capital
lease obligations
|
$
|
8,026
|
$
|
4,425
|
$
|
402
|
$
|
0
|
$
|
0
|
||||||
Mortgage
notes
|
2,617
|
2,707
|
2,801
|
2,901
|
7,984
|
|||||||||||
Other
long-term debt
|
244
|
251
|
258
|
120
|
15
|
|||||||||||
$
|
10,887
|
$
|
7,383
|
$
|
3,461
|
$
|
3,021
|
$
|
7,999
|
·
|
1,000,000
shares of Series Participating Preferred Stock, $1.00 par value,
of which
500,000 shares of Participating Series A Junior Preferred Stock,
$1.00 par
value, have been authorized;
|
·
|
300,000,000
shares of common stock, $.10 par
value.
|
2007
|
2006
|
2005
|
||||||||
Restricted
stock awards/RSUs granted
|
926,346
|
1,092,915
|
270,900
|
|||||||
Weighted
average market price at date of grant
|
|
$13.21
|
|
$8.51
|
|
$9.00
|
||||
Stock
awards/RSUs vested with issuance deferred
|
305,250
|
104,000
|
18,000
|
|||||||
Shares
issued under stock awards/RSUs
|
17,312
|
5,769
|
0
|
|||||||
Cancellations
of restricted stock awards
|
11,131
|
37,500
|
0
|
|||||||
Restricted
awards outstanding at year-end
|
1,791,199
|
1,198,546
|
252,900
|
|||||||
Options
exercisable at year-end
|
0
|
0
|
0
|
2007
|
2006
|
2005
|
||||||||
One-time
restricted stock awards granted
|
10,000
|
10,000
|
10,000
|
|||||||
Weighted
average market price at date of grant
|
|
$13.84
|
|
$12.48
|
|
$7.65
|
||||
Shares
issued under stock awards
|
3,334
|
3,333
|
13,333
|
|||||||
Restricted
awards outstanding at year-end
|
20,000
|
13,334
|
6,667
|
|||||||
RSUs
granted
|
61,233
|
55,582
|
24,658
|
|||||||
Weighted
average market price at date of grant
|
|
$11.33
|
|
$9.29
|
|
$8.42
|
||||
Shares
issued under RSUs
|
5,148
|
25,834
|
15,658
|
|||||||
RSUs
vested with issuance deferred
|
37,500
|
9,000
|
6,000
|
|||||||
RSUs
outstanding at year-end
|
63,333
|
44,748
|
24,000
|
|||||||
Options
exercisable at year-end
|
283,140
|
455,225
|
333,325
|
2007
|
2006
|
2005
|
||||||||
Restricted
stock awards granted
|
0
|
0
|
439,500
|
|||||||
Weighted
average market price at date of grant
|
-
|
-
|
|
$7.31
|
||||||
Shares
issued under stock awards
|
57,815
|
46,551
|
23,572
|
|||||||
Cancellations
of restricted stock awards
|
91,950
|
53,000
|
21,903
|
|||||||
Restricted
awards outstanding at year-end
|
374,500
|
524,265
|
623,816
|
|||||||
Options
exercisable at year-end
|
750,857
|
1,030,009
|
1,214,113
|
2007
|
2006
|
2005
|
||||||||
Restricted
stock awards granted
|
0
|
0
|
393,000
|
|||||||
Weighted
average market price at date of grant
|
-
|
-
|
|
$7.20
|
||||||
Shares
issued under stock awards
|
160,960
|
42,810
|
67,760
|
|||||||
Stock
awards vested with issuance deferred
|
0
|
90,000
|
90,000
|
|||||||
Cancellations
of restricted stock awards
|
0
|
0
|
11,400
|
|||||||
Restricted
awards outstanding at year-end
|
436,350
|
597,310
|
730,120
|
|||||||
Options
exercisable at year-end
|
932,540
|
1,461,360
|
2,127,498
|
2007
|
2006
|
2005
|
||||||||
Option
price equal to market price
|
$
|
5.41
|
$
|
2.44
|
$
|
2.44
|
||||
Option
price less than market price
|
13.06
|
8.67
|
7.70
|
Average
|
||||||||||||||||
Option
|
Option
|
Option
Prices
|
||||||||||||||
Shares
|
Price
|
Per
Share
|
||||||||||||||
Outstanding
at January 31, 2004
|
12,133,986
|
$
|
5.637
|
$
|
1.000
|
-
|
$
|
12.125
|
||||||||
Granted -
option
price equal to market price
|
101,925
|
7.573
|
6.590
|
-
|
8.440
|
|||||||||||
Granted -
option
price less than market price
|
12,000
|
1.000
|
1.000
|
-
|
1.000
|
|||||||||||
Canceled/forfeited
|
(493,811
|
)
|
10.019
|
1.000
|
-
|
15.125
|
||||||||||
Exercised
|
(6,249,634
|
)
|
5.390
|
1.000
|
-
|
8.460
|
||||||||||
Outstanding
at January 29, 2005
|
5,504,466
|
5.549
|
1.000
|
-
|
8.460
|
|||||||||||
Granted -
option
price equal to market price
|
55,582
|
9.287
|
9.100
|
-
|
12.480
|
|||||||||||
Canceled/forfeited
|
(22,386
|
)
|
5.516
|
1.000
|
-
|
8.250
|
||||||||||
Exercised
|
(1,865,554
|
)
|
5.130
|
1.000
|
-
|
8.460
|
||||||||||
Outstanding
at January 28, 2006
|
3,672,108
|
5.819
|
1.000
|
-
|
12.480
|
|||||||||||
Granted -
option
price equal to market price
|
61,233
|
11.332
|
11.280
|
-
|
13.840
|
|||||||||||
Granted -
option
price less than market price
|
31,600
|
1.000
|
1.000
|
-
|
1.000
|
|||||||||||
Canceled/forfeited
|
(10,571
|
)
|
1.502
|
1.000
|
-
|
6.650
|
||||||||||
Exercised
|
(1,536,580
|
)
|
5.965
|
1.000
|
-
|
9.100
|
||||||||||
Outstanding
at February 3, 2007
|
2,217,790
|
$
|
5.822
|
$
|
1.000
|
-
|
$
|
13.840
|
Weighted
|
||||||||||
Weighted
|
Average
|
|||||||||
Average
|
Remaining
|
|||||||||
Option
|
Option
|
Life
|
||||||||
Ranges
of Option Prices
|
Shares
|
Price
|
(Years)
|
|||||||
$0.00 -
$1.00:
|
||||||||||
Options
outstanding
|
72,191
|
$
|
1.000
|
2.8
|
||||||
Options
exercisable
|
14,032
|
1.000
|
||||||||
$1.01 -
$5.00:
|
||||||||||
Options
outstanding
|
614,693
|
$
|
3.973
|
1.8
|
||||||
Options
exercisable
|
614,693
|
3.973
|
||||||||
$5.01 -
$10.00:
|
||||||||||
Options
outstanding
|
1,466,591
|
$
|
6.591
|
3.6
|
||||||
Options
exercisable
|
1,443,624
|
6.583
|
||||||||
$10.01 -
$13.84:
|
||||||||||
Options
outstanding
|
64,315
|
$
|
11.387
|
9.4
|
||||||
Options
exercisable
|
4,315
|
12.869
|
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||
Basic
weighted average common shares outstanding
|
122,388
|
119,831
|
116,196
|
|||||||
Dilutive
effect of assumed conversion of convertible notes
|
15,182
|
15,182
|
15,182
|
|||||||
Dilutive
effect of stock options
|
2,193
|
2,051
|
1,796
|
|||||||
Diluted
weighted average common shares and equivalents outstanding
|
139,763
|
137,064
|
133,174
|
|||||||
Net
income
|
$
|
108,923
|
$
|
99,391
|
$
|
64,526
|
||||
Decrease
in interest expense from assumed conversion of notes,
|
||||||||||
net
of income taxes
|
4,514
|
4,514
|
4,539
|
|||||||
Net
income used to determine diluted earnings per share
|
$
|
113,437
|
$
|
103,905
|
$
|
69,065
|
2007
|
2006
|
2005
|
||||||||
Number
of shares (thousands)
|
1
|
0
|
369
|
|||||||
Weighted
average exercise price per share
|
$
|
13.84
|
$
|
0.00
|
$
|
8.28
|
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||
Additions
to the I/O strip
|
$
|
25,425
|
$
|
24,861
|
$
|
12,396
|
||||
Amortization
and valuation adjustments
|
24,608
|
20,190
|
11,214
|
|||||||
Value
of the I/O strip at end of year
|
15,878
|
15,061
|
10,390
|
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||
Additions
to the servicing liability
|
$
|
2,972
|
$
|
3,661
|
$
|
2,828
|
||||
Amortization
of the servicing liability
|
3,166
|
3,768
|
3,474
|
|||||||
Value
of the servicing liability at end of year
|
2,103
|
2,297
|
2,404
|
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||
Proceeds
from sales of new receivables to QSPE
|
$
|
619,597
|
$
|
638,624
|
$
|
335,875
|
||||
Collections
reinvested in revolving-period securitizations
|
701,859
|
616,336
|
409,796
|
|||||||
Cash
flows received on retained interests
|
73,899
|
63,586
|
46,999
|
|||||||
Servicing
fees received
|
6,981
|
6,510
|
4,826
|
|||||||
Net
credit losses
|
16,822
|
21,229
|
18,003
|
|||||||
Investor
certificates outstanding at end of year
|
358,100
|
354,040
|
295,750
|
|||||||
Credit
card balances 90 or more days delinquent at end of year
|
9,904
|
9,037
|
7,952
|
February
3,
|
January
28,
|
||||||
2007
|
2006
|
||||||
Payment
rate
|
12.1-17.6%
|
|
11.7-17.2%
|
|
|||
Residual
cash flows discount rate
|
15.5-16.5%
|
|
15.5%
|
|
|||
Net
credit loss percentage
|
6.0-11.0%
|
|
8.5-12.8%
|
|
|||
Average
life of receivables sold
|
0.5-0.7
years
|
0.5-0.7
years
|
(In
thousands)
|
10%
Change
|
20%
Change
|
|||||
Payment
rate
|
$
|
1,147
|
$
|
2,086
|
|||
Residual
cash flows discount rate
|
62
|
123
|
|||||
Credit
loss percentage
|
864
|
1,735
|
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||
Net
funding received from sales of receivables:
|
||||||||||
LANE
BRYANT
|
$
|
350,270
|
$
|
332,885
|
$
|
284,426
|
||||
CATHERINES
|
--
|
(1)
|
--
|
(1)
|
96,717
|
|||||
Net
accounts receivable balance held by third party
|
||||||||||
at
end of year:
|
||||||||||
LANE
BRYANT(2)
|
233,793
|
209,368
|
199,098
|
|||||||
CATHERINES
|
--
|
(1)
|
--
|
(1)
|
58,167
|
|||||
____________________
|
||||||||||
(1) Spirit
of America National Bank acquired the CATHERINES portfolio in Fiscal
2006.
|
||||||||||
(2) The
LANE BRYANT net accounts receivable balances include amounts allocated
to
the use of the LANE BRYANT credit card at our LANE BRYANT stores
and
amounts allocated to the use of the LANE BRYANT credit card through
a
third-party catalog program. Our option to purchase the LANE BRYANT
credit
card receivables applies only to the receivables associated with
accounts
whose primary use of the credit card is at our LANE BRYANT
stores.
|
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||
Minimum
rent
|
$
|
236,839
|
$
|
207,534
|
$
|
193,256
|
||||
Contingent
rent
|
39,364
|
34,785
|
32,709
|
|||||||
$
|
276,203
|
$
|
242,319
|
$
|
225,965
|
Retail
|
Direct-to-
|
Corporate
|
|||||||||||
(In
thousands)
|
Stores(1)
|
Consumer(2)
|
and
Other
|
Consolidated
|
|||||||||
Fiscal
2007
|
|||||||||||||
Net
sales
|
$
|
2,636,409
|
$
|
427,760
|
$
|
3,348
|
$
|
3,067,517
|
|||||
Depreciation
and amortization
|
46,746
|
3,790
|
40,708
|
91,244
|
|||||||||
Income
before interest and taxes
|
253,982
|
15,798
|
(88,911
|
)
|
180,869
|
||||||||
Interest
expense
|
(14,746
|
)
|
(14,746
|
)
|
|||||||||
Income
tax provision
|
(57,200
|
)
|
(57,200
|
)
|
|||||||||
Net
income
|
253,982
|
15,798
|
(160,857
|
)
|
108,923
|
||||||||
Capital
expenditures
|
103,510
|
9,954
|
19,692
|
133,156
|
|||||||||
As
of February 3, 2007
|
|||||||||||||
Total
assets
|
$
|
869,776
|
$
|
346,741
|
$
|
494,425
|
$
|
1,710,942
|
|||||
Fiscal
2006
|
|||||||||||||
Net
sales
|
$
|
2,452,657
|
$
|
298,888
|
$
|
4,180
|
$
|
2,755,725
|
|||||
Depreciation
and amortization
|
44,031
|
1,235
|
39,031
|
84,297
|
|||||||||
Income
before interest and taxes
|
237,462
|
19,918
|
(87,068
|
)
|
170,312
|
||||||||
Interest
expense
|
(17,911
|
)
|
(17,911
|
)
|
|||||||||
Income
tax provision
|
(53,010
|
)
|
(53,010
|
)
|
|||||||||
Net
income
|
237,462
|
19,918
|
(157,989
|
)
|
99,391
|
||||||||
Capital
expenditures
|
74,598
|
2,394
|
26,843
|
103,835
|
|||||||||
As
of January 28, 2006
|
|||||||||||||
Total
assets
|
$
|
745,751
|
$
|
345,357
|
$
|
481,475
|
$
|
1,572,583
|
|||||
Fiscal
2005
|
|||||||||||||
Net
sales
|
$
|
2,330,483
|
$
|
4,253
|
$
|
2,334,736
|
|||||||
Depreciation
and amortization
|
44,341
|
32,728
|
77,069
|
||||||||||
Income
before interest and taxes
|
196,360
|
(79,082
|
)
|
117,278
|
|||||||||
Interest
expense
|
(15,610
|
)
|
(15,610
|
)
|
|||||||||
Income
tax provision
|
(37,142
|
)
|
(37,142
|
)
|
|||||||||
Net
income
|
196,360
|
(131,834
|
)
|
64,526
|
|||||||||
Capital
expenditures
|
34,115
|
26,450
|
60,565
|
||||||||||
As
of January 29, 2005
|
|||||||||||||
Total
assets
|
$
|
700,448
|
$
|
603,323
|
$
|
1,303,771
|
|||||||
____________________
|
|||||||||||||
(1) Fiscal
2007 includes
82 LANE BRYANT OUTLET stores and 45 PETITE SOPHISTICATE OUTLET
stores.
|
|||||||||||||
(2) From
date of acquisition of Crosstown Traders, Inc. on June 2,
2005.
|
February
3,
|
January
28,
|
||||||
(In
thousands)
|
2007
|
2006
|
|||||
Retail
Stores:
|
|||||||
LANE
BRYANT
|
$
|
23,436
|
$
|
23,436
|
|||
CATHERINES
|
43,230
|
43,230
|
|||||
Direct-to-Consumer:
|
|||||||
Crosstown
Traders
|
86,704
|
87,887
|
|||||
$
|
153,370
|
$
|
154,553
|
February
3, 2007
|
January
28, 2006
|
||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
||||||||||
(In
thousands)
|
Amount
|
Value
|
Amount
|
Value
|
|||||||||
Assets:
|
|||||||||||||
Cash
and cash equivalents
|
$
|
143,838
|
$
|
143,838
|
$
|
130,132
|
$
|
130,132
|
|||||
Available-for-sale
securities
|
1,997
|
1,997
|
20,150
|
20,150
|
|||||||||
Investment
in asset-backed securities
|
60,643
|
60,643
|
66,828
|
66,828
|
|||||||||
Liabilities:
|
|||||||||||||
4.75%
Senior Convertible Notes due 2012
|
149,999
|
205,686
|
150,000
|
203,610
|
|||||||||
Revolving
credit facility
|
0
|
0
|
50,000
|
50,000
|
|||||||||
6.07%
mortgage note, due October 2014
|
11,696
|
11,410
|
12,261
|
12,151
|
|||||||||
6.53%
mortgage note, due November 2012
|
8,050
|
7,939
|
9,450
|
9,397
|
|||||||||
7.77%
mortgage note, due December 2011
|
8,496
|
8,675
|
9,050
|
9,386
|
|||||||||
Other
long-term debt
|
917
|
854
|
1,158
|
1,016
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
(In
thousands, except per share amounts)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||
Fiscal
2007(1)
|
||||||||||||||||
Net
sales
|
$
|
734,922
|
$
|
763,353
|
$
|
695,278
|
$
|
873,964
|
||||||||
Gross
profit
|
233,850
|
(2)
|
228,753
|
(2)
|
214,460
|
(2)
|
248,570
|
|||||||||
Net
income
|
32,061
|
32,563
|
19,357
|
24,942
|
||||||||||||
Basic
net income per share
|
$
|
.26
|
$
|
.27
|
$
|
.16
|
$
|
.20
|
||||||||
Diluted
net income per share
|
.24
|
.24
|
.15
|
.19
|
||||||||||||
Fiscal
2006(1)
|
||||||||||||||||
Net
sales
|
$
|
603,353
|
$
|
689,075
|
$
|
663,677
|
$
|
799,620
|
||||||||
Gross
profit
|
200,650
|
220,907
|
200,189
|
219,632
|
||||||||||||
Net
income
|
30,017
|
39,424
|
10,762
|
19,188
|
||||||||||||
Basic
net income per share
|
$
|
.25
|
$
|
.33
|
$
|
.09
|
$
|
.16
|
||||||||
Diluted
net income per share
|
.23
|
.30
|
.09
|
.15
|
||||||||||||
____________________
|
||||||||||||||||
(1) Fiscal
2007 is a 53-week fiscal year consisting of three 12-week quarters
and a
fourth quarter of 17 weeks. Fiscal 2006 is a 52-week fiscal year
consisting of three 12-week quarters and a fourth quarter of 16
weeks.
|
||||||||||||||||
(2) Includes
reclassifications to conform to fourth-quarter and full-year
presentation.
|
Page
|
|
56
|
|
57-58
|
|
59
|
|
60
|
|
61
|
|
62
|
|
63
|
|
64
|
2.1
|
Covenant
Agreement, dated as of August 16, 2001, between Charming Shoppes,
Inc. and
Limited Brands, Inc., incorporated by reference to Form 8-K of the
Registrant dated August 16, 2001, filed on August 31, 2001. (Exhibit
2.3).
|
2.2
|
Master
Sublease, dated as of August 16, 2001, between Limited Brands, Inc.
and
Lane Bryant, Inc., incorporated by reference to Form 8-K of the Registrant
dated August 16, 2001, filed on August 31, 2001. (Exhibit
2.4).
|
2.3
|
Stock
Purchase Agreement dated May 19, 2005 by and among Chestnut Acquisition
Sub, Inc., Crosstown Traders, Inc., the Securityholders of Crosstown
Traders, Inc. whose names are set forth on the signature pages thereto
and
J.P. Morgan Partners (BHCA), L.P., as the Sellers’ Representative,
incorporated by reference to Form 8-K of the Registrant dated June
2,
2005, filed on June 8, 2005. (File No. 000-07258, Exhibit
2.1).
|
3.1
|
Restated
Articles of Incorporation, incorporated by reference to Form 10-K
of the
Registrant for the fiscal year ended January 29, 1994. (File No.
000-07258, Exhibit 3.1).
|
3.2
|
By-Laws,
as Amended and Restated, incorporated by reference to Form 10-Q of
the
Registrant for the quarter ended July 31, 1999. (File No. 000-07258,
Exhibit 3.2).
|
4.1
|
Amended
and Restated Rights Agreement, dated as of February 1, 2001, between
Charming Shoppes, Inc. and American Stock Transfer & Trust Company, as
Rights Agent, incorporated by reference to Form 10-K of the Registrant
for
the fiscal year ended February 3, 2001. (File No. 000-07258, Exhibit
4.1).
|
4.2
|
Registration
Agreement, dated as of August 16, 2001, between Charming Shoppes,
Inc. and
Limited Brands, Inc., incorporated by reference to Form 8-K of the
Registrant dated August 16, 2001, filed on August 31, 2001. (File
No.
000-07258, Exhibit 4.1).
|
4.3
|
Indenture,
dated as of May 28, 2002, between Charming Shoppes, Inc. and Wachovia
Bank, National Association, incorporated by reference to Form 10-Q
of the
Registrant for the quarter ended May 4, 2002. (File No. 000-07258,
Exhibit
4.1).
|
4.4
|
Registration
Rights Agreement, dated as of May 28, 2002, by and among Charming
Shoppes,
Inc., as Issuer, and J. P. Morgan Securities, Inc., Bear Stearns
&
Co., Inc., First Union Securities, Inc., Lazard Freres & Co., LLC, and
McDonald Investments, Inc., as Initial Purchasers, incorporated by
reference to Form 10-Q of the Registrant for the quarter ended May
4,
2002. (File No. 000-07258, Exhibit 4.2).
|
4.5
|
Second
Amended and Restated Loan and Security Agreement, dated July 28,
2005, by
and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc.,
CSI
Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation,
Lane
Bryant, Inc., and Crosstown Traders, Inc. as borrowers; a syndicate
of
banks and other financial institutions as lenders, including Wachovia
Bank, National Association as agent for the lenders; and certain
of the
Company’s subsidiaries as guarantors, incorporated by reference to Form
8-K of the Registrant dated July 28, 2005, filed on August 3, 2005.
(File
No. 000-07258, Exhibit 10.1).
|
4.6
|
Amendment
No. 1, dated as of May 17, 2006, to Second Amended and Restated Loan
and
Security Agreement, dated July 28, 2005, by and among Charming Shoppes,
Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB
Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc.,
and
Crosstown Traders, Inc. as borrowers; a syndicate of banks and other
financial institutions as lenders, including Wachovia Bank, National
Association as agent for the lenders; and certain of the Company’s
subsidiaries as guarantors, incorporated by reference to Form 10-Q
of the
Registrant for the quarter ended July 29, 2006. (File No. 000-07258,
Exhibit 99.1).
|
10.1.1
|
Second
Amended and Restated Pooling and Servicing Agreement, dated as of
November
25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and First
Union
National Bank as Trustee, incorporated by reference to Form 8-K of
Charming Shoppes Master Trust and Charming Shoppes Receivables Corp.,
(File No. 333-71757) dated July 22, 1999. (Exhibit No.
4.1).
|
10.1.2
|
Fourth
Amendment, dated as of August 5, 2004, to Second Amended and Restated
Pooling and Servicing Agreement, dated as of November 25, 1997, as
amended
on July 22, 1999 and on May 8, 2001, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia
Bank,
National Association (formerly known as First Union National Bank)
as
Trustee, incorporated by reference to Form 10-Q of the Registrant
for the
quarter ended July 31, 2004 (File No. 000-07258, Exhibit
10.4).
|
10.1.3
|
Amendment,
dated as of March 18, 2005, to Second Amended and Restated Pooling
and
Servicing Agreement, dated as of November 25, 1997, as amended on
July 22,
1999, May 8, 2001, and August 5, 2004, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia
Bank,
National Association, as Trustee, incorporated by reference to Form
10-K
of the Registrant for the fiscal year ended January 29, 2005. (File
No.
000-07258, Exhibit 10.1.3).
|
10.1.4
|
Series
1999-1 Supplement, dated as of July 22, 1999, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25,
1997, as
amended on July 22, 1999, among Charming Shoppes Receivables Corp.,
as
Seller, Spirit of America, Inc., as Servicer, and First Union National
Bank, as Trustee, for $150,000,000 Charming Shoppes Master Trust
Asset-Backed Certificates Series 1999-1, incorporated by reference
to Form
8-K of Charming Shoppes Master Trust and Charming Shoppes Receivables
Corp., (File No. 333-71757) dated July 22, 1999. (Exhibit No.
4.2).
|
10.1.5
|
Receivables
Purchase Agreement, dated as of May 28, 1999, among Charming Shoppes
Seller, Inc. as Seller, Spirit of America, Inc., as Servicer, Clipper
Receivables Corporation, as Purchaser, State Street Capital Corporation,
as Administrator, and State Street Bank & Trust Company, as
Relationship Bank, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 2, 2002. (File No.
000-07258, Exhibit 10.1.4).
|
10.1.6
|
Series
1999-2 Supplement, dated as of May 28, 1999, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25,
1997, as
amended on July 22, 1999, among Charming Shoppes Receivables Corp.,
as
Seller, Spirit of America, Inc., as Servicer, and First Union National
Bank, as Trustee, for $55,750,000 Charming Shoppes Master Trust
Asset-Backed Certificates Series 1999-2, incorporated by reference
to Form
10-K of the Registrant for the fiscal year ended January 29, 2000.
(File
No. 000-07258, Exhibit 10.1.23).
|
10.1.7
|
Series
2000-VFC Supplement, dated as of November 9, 2000, to Second Amended
and
Restated Pooling and Service Agreement, dated as of November 25,
1997,
among Charming Shoppes Receivables Corp., as Seller, Spirit of America,
Inc., as Servicer, and First Union National Bank, as Trustee, on
behalf of
the Series 2000-VFC Certificateholders, for up to $60,122,700 Charming
Shoppes Master Trust Series 2000-VFC, incorporated by reference to
Form
10-K of the Registrant for the fiscal year ended February 3, 2001.
(File
No. 000-07258, Exhibit 10.1.16).
|
10.1.8
|
Certificate
Purchase Agreement, dated as of November 9, 2000, among Charming
Shoppes
Receivables Corp. as Seller and as the Class B Purchaser, Spirit
of
America, Inc. as Servicer, Monte Rosa Capital Corporation as the
Conduit
Purchaser, and ING Baring (U.S.) Capital Markets LLC as Administrator
for
the Conduit Purchaser, incorporated by reference to Form 10-K of
the
Registrant for the fiscal year ended February 3, 2001. (File No.
000-07258, Exhibit 10.1.17).
|
10.1.9
|
Purchase
Agreement dated as of March 14, 2005 between Citibank USA, N.A.,
Spirit of
America National Bank and Catherines, Inc., incorporated by reference
to
Form 8-K of the Registrant dated March 18, 2005, filed on March 22,
2005.
(File No. 000-07258, Exhibit 99).
|
10.1.10
|
Credit
Card Processing Agreement, among World Financial Network National
Bank,
Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated as of
January
31, 1996, incorporated by reference to Form 10-K of the Registrant
for the
fiscal year ended February 2, 2002. (File No. 000-07258, Exhibit
10.1.9).
|
10.1.11
|
Amendment
to Credit Card Processing Agreement, among World Financial Network
National Bank, Lane Bryant, Inc., and Sierra Nevada Factoring, Inc.,
dated
as of January 28, 2005, incorporated by reference to Form 10-K of
the
Registrant for the fiscal year ended January 29, 2005. (File No.
000-07258, Exhibit 10.1.12).
|
10.1.12
|
Purchase
and Sale Agreement, among Spirit of America National Bank, as Seller,
and
Charming Shoppes Receivables Corp., as Purchaser, dated as of November
25,
1997, incorporated by reference to Form S-1/A of Charming Shoppes
Receivables Corp. (File No. 333-71757, Exhibit 10.1(a)).
|
10.1.13
|
First
Amendment to Purchase and Sale Agreement, among Spirit of America
National
Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser,
dated as of July 22, 1999, incorporated by reference to Form 8-K
of
Charming Shoppes Receivables Corp. (File No. 333-71757, Exhibit
10.1).
|
10.1.14
|
Series
2002-1 Supplement, dated as of November 20, 2002, to Second Amended
and
Restated Pooling and Service Agreement, dated as of November 25,
1997, as
amended on July 22, 1999 and on May 8, 2001, among Charming Shoppes
Receivables Corp., as Seller, Spirit of America, Inc., as Servicer,
and
Wachovia Bank, National Association, as Trustee, for $100,000,000
Charming
Shoppes Master Trust Asset-Backed Certificates Series 2002-1, incorporated
by reference to Form 10-Q of the Registrant for the quarter ended
November
2, 2002. (File No. 000-07258, Exhibit 10.1).
|
10.1.15
|
Charming
Shoppes Master Trust $63,500,000 Fixed Rate Class A Asset Backed
Certificates, Series 2002-1 and $16,500,000 Fixed Rate Class B Asset
Backed Certificates, Series 2002-1 Certificate Purchase Agreement,
dated
as of November 22, 2002, incorporated by reference to Form 10-Q of
the
Registrant for the quarter ended November 2, 2002. (File No. 000-07258,
Exhibit 10.2).
|
10.1.16
|
Certificate
Purchase Agreement, dated as of November 22, 2002, among Wachovia
Bank,
National Association, as Trustee, Charming Shoppes Receivables Corp.,
as
Seller, Spirit of America, Inc., as Servicer, and The Class C Holders
described therein, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002. (File No. 000-07258,
Exhibit 10.3).
|
10.1.17
|
Certificate
Purchase Agreement, dated as of November 22, 2002, among Wachovia
Bank,
National Association, as Trustee, Charming Shoppes Receivables Corp.,
as
Seller, Spirit of America, Inc., as Servicer, and The Class D Holders
described therein, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002. (File No. 000-07258,
Exhibit 10.4).
|
10.1.18
|
$14,000,000
Promissory Note, dated October 2002, between White Marsh Distribution,
LLC., as Borrower, and General Electric Capital Business Asset Funding
Corporation, as Payee and Holder, incorporated by reference to Form
10-Q
of the Registrant for the quarter ended November 2, 2002. (File No.
000-07258, Exhibit 10.5).
|
10.1.19
|
Commercial
Deed of Trust, Security Agreement, Assignment of Leases and Rents,
and
Fixture Filing, made as of October 2002, among the Grantor, White
Marsh
Distribution, LLC, as Borrower, in favor of James M. Smith, as Trustee,
for the benefit of the Beneficiary, General Electric Capital Business
Asset Funding Corporation, as Lender, incorporated by reference to
Form
10-Q of the Registrant for the quarter ended November 2, 2002. (File
No.
000-07258, Exhibit 10.6).
|
10.1.20
|
Certificate
Purchase Agreement, dated as of January 21, 2004, among Charming
Shoppes
Receivables Corp., as Seller and as the Class B Purchaser, Spirit
of
America, Inc., as Servicer, Sheffield Receivables Corporation, as
the
Conduit Purchaser, and Barclay’s Bank PLC as Administrator for the Conduit
Purchaser, incorporated by reference to Form 10-K of the Registrant
for
the fiscal year ended January 31, 2004. (File No. 000-07258, Exhibit
10.1.17).
|
10.1.21
|
Series
2004-VFC Supplement, dated as of January 21, 2004, to Second Amended
and
Restated Pooling and Service Agreement, dated as of November 25,
1997 and
amended as of July 22, 1999 and as of May 8, 2001, among Charming
Shoppes
Receivables Corp., as Seller, Spirit of America, Inc., as Servicer,
and
Wachovia Bank, National Association, as Trustee on behalf of the
Series
2004-VFC Certificateholders, for up to $132,000,000 Charming Shoppes
Master Trust Asset-Backed Certificates Series 2004-VFC, incorporated
by
reference to Form 10-K of the Registrant for the fiscal year ended
January
31, 2004. (File No. 000-07258, Exhibit 10.1.18).
|
10.1.22
|
Series
2004-1 Supplement, dated as of August 5, 2004, to Second Amended
and
Restated Pooling and Service Agreement, dated as of November 25,
1997 (as
amended on July 22, 1999, on May 8, 2001 and on August 5, 2004),
among
Charming Shoppes Receivables Corp., as Seller, Spirit of America,
Inc., as
Servicer, and Wachovia Bank, National Association, as Trustee, on
behalf
of the Series 2004-1 Certificateholders, for $180,000,000 Charming
Shoppes
Master Trust Series 2004-1, incorporated by reference to Form 10-Q
of the
Registrant for the quarter ended July 31, 2004 (File No. 000-07258,
Exhibit 10.5).
|
10.1.23
|
Certificate
Purchase Agreement, dated as of July 21, 2004, among Charming Shoppes
Receivables Corp., Fashion Service Corp., Spirit of America, Inc.,
and
Barclay’s Capital Inc. (as representative of the Initial Purchasers),
incorporated by reference to Form 10-Q of the Registrant for the
quarter
ended July 31, 2004 (File No. 000-07258, Exhibit 10.6).
|
10.1.24
|
Certificate
Purchase Agreement, dated as of August 5, 2004, among Wachovia Bank,
National Association as Trustee, Charming Shoppes Receivables Corp.
as
Seller, Spirit of America, Inc. as Servicer, and Clipper Receivables
Company LLC as Initial Class C Holder, incorporated by reference
to Form
10-Q of the Registrant for the quarter ended July 31, 2004 (File
No.
000-07258, Exhibit 10.7).
|
10.1.25
|
Mortgage,
Assignment of Leases and Rents and Security Agreement, dated as of
October
6, 2004, between FB Distro Distribution Center, LLC, as Mortgagor,
and
BankAtlantic Commercial Mortgage Capital, LLC, as Mortgagee, incorporated
by reference to Form 10-Q of the Registrant for the quarter ended
October
30, 2004 (File No. 000-07258, Exhibit 10.9).
|
10.1.26
|
$13,000,000
Mortgage Note, dated October 6, 2004, between FB Distro Distribution
Center, LLC, as Maker, and BankAtlantic Commercial Mortgage Capital,
LLC,
as Payee, incorporated by reference to Form 10-Q of the Registrant
for the
quarter ended October 30, 2004 (File No. 000-07258, Exhibit
10.10).
|
10.1.27
|
Guaranty,
executed as of October 6, 2004, by Charming Shoppes, Inc., as Guarantor,
for the benefit of BankAtlantic Commercial Mortgage Capital, LLC,
as
Lender, incorporated by reference to Form 10-Q of the Registrant
for the
quarter ended October 30, 2004 (File No. 000-07258, Exhibit
10.11).
|
10.1.28
|
Hazardous
Substances Indemnity Agreement, dated October 6, 2004, by FB Distro
Distribution Center, LLC and by Charming Shoppes, Inc., jointly and
severally as Indemnitors, in favor of BankAtlantic Commercial Mortgage
Capital, LLC, as Holder, incorporated by reference to Form 10-Q of
the
Registrant for the quarter ended October 30, 2004 (File No. 000-07258,
Exhibit 10.12).
|
10.1.29
|
Amended
and Restated Class D Certificate Purchase Agreement, dated as of
August
25, 2004, among Wachovia Bank, National Association as Trustee, Charming
Shoppes Receivables Corp. as Seller and as Initial Class D-1 Holder,
Spirit of America, Inc. as Servicer, and Clipper Receivables Company
LLC,
as the Class D-1 Holder, incorporated by reference to Form 8-K of
the
Registrant dated August 24, 2004, filed on August 27, 2004. (File
No.
000-07258, Exhibit 99.1).
|
10.1.30
|
Amended
and Restated Certificate Purchase Agreement, dated as of November
22, 2004
and Amended and Restated as of November 18, 2004, among Wachovia
Bank,
National Association as Trustee, Charming Shoppes Receivables Corp.
as
Seller, Spirit of America, Inc. as Servicer, and the Class D-2
Certificateholders Described Herein, incorporated by reference to
Form
10-Q of the Registrant for the quarter ended October 30, 2004 (File
No.
000-07258, Exhibit 10.13).
|
10.1.31
|
Amended
and Restated Receivables Purchase Agreement, dated as of June 2,
2005,
among Catalog Receivables LLC as Seller, Spirit of America, Inc.
as
Servicer, Sheffield Receivables Corporation as Purchaser, and Barclays
Bank PLC as Administrator, incorporated by reference to Form 10-K
of the
Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258,
Exhibit 10.1.31).
|
10.2.1
|
The
1988 Key Employee Stock Option Plan of Charming Shoppes, Inc., as
amended
and restated January 25, 2006, incorporated by reference to Form
10-K of
the Registrant for the fiscal year ended January 28, 2006 (File No.
000-07258, Exhibit 10.2.1).
|
10.2.2
|
Form
of Charming Shoppes, Inc. 1988 Key Employee Stock Option Plan Key
Employee
Stock Option Agreement, incorporated by reference to Form 10-K of
the
Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258,
Exhibit 10.2.2).
|
10.2.3
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program,
As
Amended and Restated, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 1999. (File No. 000-07258,
Exhibit 10.1).
|
10.2.4
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program,
As
Amended and Restated at June 27, 2002, incorporated by reference
to Form
10-K of the Registrant for the fiscal year ended February 1, 2003.
(File
No. 000-07258, Exhibit 10.2.6).
|
10.2.6
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program
Stock
Option Agreement, incorporated by reference to Form 10-Q of the Registrant
for the quarter ended July 31, 1999. (File No. 000-07258, Exhibit
10.2).
|
10.2.7
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program
Restricted Stock Agreement, incorporated by reference to Form 10-Q
of the
Registrant for the quarter ended July 31, 1999. (File No. 000-07258,
Exhibit 10.3).
|
10.2.8
|
Form
of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation
Plan
Stock Option Agreement, incorporated by reference to Form 8-K of
the
Registrant dated June 23, 2005, filed on June 29, 2005. (File No.
000-07258, Exhibit 10.1).
|
10.2.9
|
Form
of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation
Plan
Restricted Share Units Agreement, incorporated by reference to Form
8-K of
the Registrant dated June 23, 2005, filed on June 29, 2005. (File
No.
000-07258, Exhibit 10.2).
|
10.2.10
|
The
1993 Employees’ Stock Incentive Plan of Charming Shoppes, Inc.,
incorporated by reference to Form 10-K of the Registrant for the
fiscal
year ended January 29, 1994. (File No. 000-07258, Exhibit
10.2.10).
|
10.2.11
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted
Stock Agreement, dated as of February 11, 2002, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February
2, 2002.
(File No. 000-07258, Exhibit 10.2.8).
|
10.2.12
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option
Agreement (regular vesting schedule), incorporated by reference to
Form
10-K of the Registrant for the fiscal year ended February 2, 2002.
(File
No. 000-07258, Exhibit 10.2.20).
|
10.2.13
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option
Agreement (accelerated vesting schedule), incorporated by reference
to
Form 10-K of the Registrant for the fiscal year ended February 2,
2002.
(File No. 000-07258, Exhibit 10.2.21).
|
10.2.14
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan
Performance-Accelerated Stock Option Agreement, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February
2, 2002.
(File No. 000-07258, Exhibit 10.2.22).
|
10.2.15
|
The
Charming Shoppes, Inc. Employee Stock Purchase Plan, as amended,
incorporated by reference to Form 10-K of the Registrant for the
fiscal
year ended February 3, 1996. (File No. 000-07258, Exhibit
10.2.10).
|
10.2.16
|
The
Charming Shoppes Inc. 1999 Associates’ Stock Incentive Plan, incorporated
by reference to Form 10-K of the Registrant for the fiscal year ended
January 30, 1999. (File No. 000-07258, Exhibit
10.2.24).
|
10.2.17
|
Charming
Shoppes, Inc. 1999 Associates’ Stock Incentive Plan Stock Option
Agreement, incorporated by reference to Form 10-K of the Registrant
for
the fiscal year ended January 30, 1999. (File No. 000-07258, Exhibit
10.2.25).
|
10.2.18
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended February 3, 2001. (File No. 000-07258,
Exhibit
10.2.29).
|
10.2.19
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Stock Option Agreement (regular vesting schedule),
incorporated by reference to Form 10-K of the Registrant for the
fiscal
year ended February 2, 2002. (File No. 000-07258, Exhibit
10.2.23).
|
10.2.20
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Stock Option Agreement (accelerated vesting schedule),
incorporated by reference to Form 10-K of the Registrant for the
fiscal
year ended February 2, 2002. (File No. 000-07258, Exhibit
10.2.24).
|
10.2.21
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Restricted Stock Agreement, incorporated by reference
to
Form 10-K of the Registrant for the fiscal year ended February 2,
2002.
(File No. 000-07258, Exhibit 10.2.25).
|
10.2.22
|
2004
Stock Award and Incentive Plan, incorporated by reference to Appendix
B of
the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities
Exchange Act of 1934, filed on May 19, 2004.
|
10.2.23
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement,
incorporated by reference to Form 10-Q of the Registrant for the
quarter
ended October 30, 2004 (File No. 000-07258, Exhibit
10.15).
|
10.2.24
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Agreement - Section 16 Officers, incorporated by reference
to Form
8-K of the Registrant dated February 7, 2005, filed on February 11,
2005.
(File No. 000-07258, Exhibit 99.2)
|
10.2.25
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement, incorporated by reference to Form 8-K of the Registrant
dated February 7, 2005, filed on February 11, 2005. (File No. 000-07258,
Exhibit 99.4)
|
10.2.26
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Units Agreement, incorporated by reference to Form 8-K of the
Registrant dated March 15, 2006, filed on March 20, 2006. (File No.
000-07258, Exhibit 99.1)
|
10.2.27
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock
Agreement - Associates Other Than Section 16 Officers, incorporated
by
reference to Form 10-Q of the Registrant for the quarter ended October
30,
2004 (File No. 000-07258, Exhibit 10.17).
|
10.2.28
|
Charming
Shoppes, Inc. Supplemental Retirement Plan, effective February 1,
2003,
incorporated by reference to Form 10-Q of the Registrant for the
quarter
ended May 3, 2003. (File No. 000-07258, Exhibit 10.1).
|
10.2.30
|
2003
Incentive Compensation Plan, incorporated by reference to Appendix
C of
the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities
Exchange Act of 1934, filed on May 22, 2003 (File No.
000-07258).
|
10.2.31
|
Charming
Shoppes Variable Deferred Compensation Plan For Executives, Amended
and
Restated Effective January 1, 2005, incorporated by reference to
Form 8-K
of the Registrant dated December 13, 2005, filed December 16, 2005.
(File
No. 000-07258, Exhibit 99.1).
|
10.2.33
|
Form
of Bonus Agreement by and between Charming Shoppes, Inc. and the
Executive
Officer named in the Agreement, incorporated by reference to Form
10-Q of
the Registrant for the quarter ended October 30, 2004 (File No. 000-07258,
Exhibit 10.14).
|
10.2.34
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated January
19,
2005, incorporated by reference to Form 8-K of the Registrant dated
January 19, 2005, filed January 25, 2005. (File No. 000-07258, Exhibit
99.1).
|
10.2.35
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated February
2,
2006, incorporated by reference to Form 8-K of the Registrant dated
February 2, 2006, filed February 8, 2006. (File No. 000-07258, Exhibit
99.1).
|
10.2.37
|
Employment
Agreement, dated as of January 1, 2005, by and between Charming Shoppes,
Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of
the
Registrant dated January 3, 2005, filed on January 4, 2005. (File
No.
000-07258, Exhibit 99.1)
|
|
|
10.2.38
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted
Stock Agreement, dated as of May 13, 2004, between Charming Shoppes,
Inc.
and Dorrit J. Bern, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 2004 (File No. 000-07258,
Exhibit 10.8).
|
10.2.39
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock
Agreement, dated as of January 3, 2005, between Charming Shoppes,
Inc. and
Dorrit J. Bern, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended January 29, 2005. (File No. 000-07258,
Exhibit
10.2.37).
|
10.2.40
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February
7,
2005, filed on February 11, 2005. (File No. 000-07258, Exhibit
99.1)
|
10.2.41
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February
7,
2005, filed on February 11, 2005. (File No. 000-07258, Exhibit
99.3)
|
10.2.42
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Units Agreement between Charming Shoppes, Inc. and Dorrit J.
Bern,
incorporated by reference to Form 8-K of the Registrant dated February
2,
2006, filed on February 8, 2006. (File No. 000-07258, Exhibit
99.2)
|
10.2.43
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February
2,
2006, filed on February 8, 2006. (File No. 000-07258, Exhibit
99.3)
|
10.2.44
|
Forms
of Executive Severance Agreements by and between Charming Shoppes,
Inc.,
the named executive officers in the company’s Proxy Statement for the
Annual Meeting held on June 15, 2000, and certain other executive
officers
and officers of Charming Shoppes, Inc. and its subsidiaries, incorporated
by reference to Form 10-K of the Registrant for the fiscal year ended
January 29, 2000. (File No. 000-07258, Exhibit
10.2.33).
|
10.2.45
|
Forms
of First Amendment, dated as of February 6, 2003, to Forms of Executive
Severance Agreements, dated July 15, 1999, by and between Charming
Shoppes, Inc., and the executive officers and officers named in the
Agreements, incorporated by reference to Form 10-K of the Registrant
for
the fiscal year ended February 1, 2003. (File No. 000-07258, Exhibit
10.2.30).
|
10.2.46
|
Form
of Second Amendment to Form of Executive Severance Agreement, dated
July
15, 1999, as amended by First Amendment, dated as of February 6,
2003, by
and between Charming Shoppes, Inc. and the executive officers and
officers
named in the agreements.
|
10.2.47
|
Form
of Executive Severance Agreement, dated February 6, 2003, by and
between
Charming Shoppes, Inc. and certain executive officers and officers
of
Charming Shoppes, Inc. and its subsidiaries, incorporated by reference
to
Form 10-K of the Registrant for the fiscal year ended February 1,
2003.
(File No. 000-07258, Exhibit
10.2.31).
|
CHARMING
SHOPPES, INC.
|
|
(Registrant)
|
|
Date:
April 2, 2007
|
/S/
DORRIT J. BERN
|
Dorrit
J. Bern
|
|
Chairman
of the Board
|
|
President
and Chief Executive Officer
|
/S/
DORRIT J. BERN
|
/S/
ERIC M. SPECTER
|
Dorrit
J. Bern
|
Eric
M. Specter
|
Chairman
of the Board
|
Executive
Vice President
|
President
and Chief Executive Officer
|
Chief
Financial Officer
|
April
2, 2007
|
April
2, 2007
|
/S/
JOHN J. SULLIVAN
|
/S/
WILLIAM O. ALBERTINI
|
John
J. Sullivan
|
William
O. Albertini
|
Vice
President, Corporate Controller
|
Director
|
Chief
Accounting Officer
|
April
2, 2007
|
April
2, 2007
|
|
/S/
YVONNE M. CURL
|
/S/
CHARLES T. HOPKINS
|
Yvonne
M. Curl
|
Charles
T. Hopkins
|
Director
|
Director
|
April
2, 2007
|
April
2, 2007
|
/S/
KATHERINE M. HUDSON
|
/S/
PAMELA LEWIS DAVIES
|
Katherine
M. Hudson
|
Pamela
Lewis Davies
|
Director
|
Director
|
April
2, 2007
|
April
2, 2007
|
/S/
JEANNINE STRANDJORD
|
/S/
ALAN ROSSKAMM
|
Jeannine
Strandjord
|
Alan
Rosskamm
|
Director
|
Director
|
April
2, 2007
|
April
2, 2007
|
2.1
|
Covenant
Agreement, dated as of August 16, 2001, between Charming Shoppes,
Inc. and
Limited Brands, Inc., incorporated by reference to Form 8-K of the
Registrant dated August 16, 2001, filed on August 31, 2001. (Exhibit
2.3).
|
|
2.2
|
Master
Sublease, dated as of August 16, 2001, between Limited Brands, Inc.
and
Lane Bryant, Inc., incorporated by reference to Form 8-K of the Registrant
dated August 16, 2001, filed on August 31, 2001. (Exhibit
2.4).
|
|
2.3
|
Stock
Purchase Agreement dated May 19, 2005 by and among Chestnut Acquisition
Sub, Inc., Crosstown Traders, Inc., the Securityholders of Crosstown
Traders, Inc. whose names are set forth on the signature pages thereto
and
J.P. Morgan Partners (BHCA), L.P., as the Sellers’ Representative,
incorporated by reference to Form 8-K of the Registrant dated June
2,
2005, filed on June 8, 2005. (File No. 000-07258, Exhibit
2.1).
|
|
3.1
|
Restated
Articles of Incorporation, incorporated by reference to Form 10-K
of the
Registrant for the fiscal year ended January 29, 1994. (File No.
000-07258, Exhibit 3.1).
|
|
|
||
3.2
|
By-Laws,
as Amended and Restated, incorporated by reference to Form 10-Q of
the
Registrant for the quarter ended July 31, 1999. (File No. 000-07258,
Exhibit 3.2).
|
|
4.1
|
Amended
and Restated Rights Agreement, dated as of February 1, 2001, between
Charming Shoppes, Inc. and American Stock Transfer & Trust Company, as
Rights Agent, incorporated by reference to Form 10-K of the Registrant
for
the fiscal year ended February 3, 2001. (File No. 000-07258, Exhibit
4.1).
|
|
4.2
|
Registration
Agreement, dated as of August 16, 2001, between Charming Shoppes,
Inc. and
Limited Brands, Inc., incorporated by reference to Form 8-K of the
Registrant dated August 16, 2001, filed on August 31, 2001. (File
No.
000-07258, Exhibit 4.1).
|
|
4.3
|
Indenture,
dated as of May 28, 2002, between Charming Shoppes, Inc. and Wachovia
Bank, National Association, incorporated by reference to Form 10-Q
of the
Registrant for the quarter ended May 4, 2002. (File No. 000-07258,
Exhibit
4.1).
|
|
4.4
|
Registration
Rights Agreement, dated as of May 28, 2002, by and among Charming
Shoppes,
Inc., as Issuer, and J. P. Morgan Securities, Inc., Bear Stearns
&
Co., Inc., First Union Securities, Inc., Lazard Freres & Co., LLC, and
McDonald Investments, Inc., as Initial Purchasers, incorporated by
reference to Form 10-Q of the Registrant for the quarter ended May
4,
2002. (File No. 000-07258, Exhibit 4.2).
|
|
4.5
|
Second
Amended and Restated Loan and Security Agreement, dated July 28,
2005, by
and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc.,
CSI
Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation,
Lane
Bryant, Inc., and Crosstown Traders, Inc. as borrowers; a syndicate
of
banks and other financial institutions as lenders, including Wachovia
Bank, National Association as agent for the lenders; and certain
of the
Company’s subsidiaries as guarantors, incorporated by reference to Form
8-K of the Registrant dated July 28, 2005, filed on August 3, 2005.
(File
No. 000-07258, Exhibit 10.1).
|
|
4.6
|
Amendment
No. 1, dated as of May 17, 2006, to Second Amended and Restated Loan
and
Security Agreement, dated July 28, 2005, by and among Charming Shoppes,
Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB
Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc.,
and
Crosstown Traders, Inc. as borrowers; a syndicate of banks and other
financial institutions as lenders, including Wachovia Bank, National
Association as agent for the lenders; and certain of the Company’s
subsidiaries as guarantors, incorporated by reference to Form 10-Q
of the
Registrant for the quarter ended July 29, 2006. (File No. 000-07258,
Exhibit 99.1).
|
|
10.1.1
|
Second
Amended and Restated Pooling and Servicing Agreement, dated as of
November
25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and First
Union
National Bank as Trustee, incorporated by reference to Form 8-K of
Charming Shoppes Master Trust and Charming Shoppes Receivables Corp.,
(File No. 333-71757) dated July 22, 1999. (Exhibit No.
4.1).
|
|
10.1.2
|
Fourth
Amendment, dated as of August 5, 2004, to Second Amended and Restated
Pooling and Servicing Agreement, dated as of November 25, 1997, as
amended
on July 22, 1999 and on May 8, 2001, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia
Bank,
National Association (formerly known as First Union National Bank)
as
Trustee, incorporated by reference to Form 10-Q of the Registrant
for the
quarter ended July 31, 2004 (File No. 000-07258, Exhibit
10.4).
|
|
10.1.3
|
Amendment,
dated as of March 18, 2005, to Second Amended and Restated Pooling
and
Servicing Agreement, dated as of November 25, 1997, as amended on
July 22,
1999, May 8, 2001, and August 5, 2004, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia
Bank,
National Association, as Trustee, incorporated by reference to Form
10-K
of the Registrant for the fiscal year ended January 29, 2005. (File
No.
000-07258, Exhibit 10.1.3).
|
|
10.1.4
|
Series
1999-1 Supplement, dated as of July 22, 1999, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25,
1997, as
amended on July 22, 1999, among Charming Shoppes Receivables Corp.,
as
Seller, Spirit of America, Inc., as Servicer, and First Union National
Bank, as Trustee, for $150,000,000 Charming Shoppes Master Trust
Asset-Backed Certificates Series 1999-1, incorporated by reference
to Form
8-K of Charming Shoppes Master Trust and Charming Shoppes Receivables
Corp., (File No. 333-71757) dated July 22, 1999. (Exhibit No.
4.2).
|
|
10.1.5
|
Receivables
Purchase Agreement, dated as of May 28, 1999, among Charming Shoppes
Seller, Inc. as Seller, Spirit of America, Inc., as Servicer, Clipper
Receivables Corporation, as Purchaser, State Street Capital Corporation,
as Administrator, and State Street Bank & Trust Company, as
Relationship Bank, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 2, 2002. (File No.
000-07258, Exhibit 10.1.4).
|
|
10.1.6
|
Series
1999-2 Supplement, dated as of May 28, 1999, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25,
1997, as
amended on July 22, 1999, among Charming Shoppes Receivables Corp.,
as
Seller, Spirit of America, Inc., as Servicer, and First Union National
Bank, as Trustee, for $55,750,000 Charming Shoppes Master Trust
Asset-Backed Certificates Series 1999-2, incorporated by reference
to Form
10-K of the Registrant for the fiscal year ended January 29, 2000.
(File
No. 000-07258, Exhibit 10.1.23).
|
|
10.1.7
|
Series
2000-VFC Supplement, dated as of November 9, 2000, to Second Amended
and
Restated Pooling and Service Agreement, dated as of November 25,
1997,
among Charming Shoppes Receivables Corp., as Seller, Spirit of America,
Inc., as Servicer, and First Union National Bank, as Trustee, on
behalf of
the Series 2000-VFC Certificateholders, for up to $60,122,700 Charming
Shoppes Master Trust Series 2000-VFC, incorporated by reference to
Form
10-K of the Registrant for the fiscal year ended February 3, 2001.
(File
No. 000-07258, Exhibit 10.1.16).
|
10.1.8
|
Certificate
Purchase Agreement, dated as of November 9, 2000, among Charming
Shoppes
Receivables Corp. as Seller and as the Class B Purchaser, Spirit
of
America, Inc. as Servicer, Monte Rosa Capital Corporation as the
Conduit
Purchaser, and ING Baring (U.S.) Capital Markets LLC as Administrator
for
the Conduit Purchaser, incorporated by reference to Form 10-K of
the
Registrant for the fiscal year ended February 3, 2001. (File No.
000-07258, Exhibit 10.1.17).
|
10.1.9
|
Purchase
Agreement dated as of March 14, 2005 between Citibank USA, N.A.,
Spirit of
America National Bank and Catherines, Inc., incorporated by reference
to
Form 8-K of the Registrant dated March 18, 2005, filed on March 22,
2005.
(File No. 000-07258, Exhibit 99).
|
10.1.10
|
Credit
Card Processing Agreement, among World Financial Network National
Bank,
Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated as of
January
31, 1996, incorporated by reference to Form 10-K of the Registrant
for the
fiscal year ended February 2, 2002. (File No. 000-07258, Exhibit
10.1.9).
|
10.1.11
|
Amendment
to Credit Card Processing Agreement, among World Financial Network
National Bank, Lane Bryant, Inc., and Sierra Nevada Factoring, Inc.,
dated
as of January 28, 2005, incorporated by reference to Form 10-K of
the
Registrant for the fiscal year ended January 29, 2005. (File No.
000-07258, Exhibit 10.1.12).
|
10.1.12
|
Purchase
and Sale Agreement, among Spirit of America National Bank, as Seller,
and
Charming Shoppes Receivables Corp., as Purchaser, dated as of November
25,
1997, incorporated by reference to Form S-1/A of Charming Shoppes
Receivables Corp. (File No. 333-71757, Exhibit 10.1(a)).
|
10.1.13
|
First
Amendment to Purchase and Sale Agreement, among Spirit of America
National
Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser,
dated as of July 22, 1999, incorporated by reference to Form 8-K
of
Charming Shoppes Receivables Corp. (File No. 333-71757, Exhibit
10.1).
|
10.1.14
|
Series
2002-1 Supplement, dated as of November 20, 2002, to Second Amended
and
Restated Pooling and Service Agreement, dated as of November 25,
1997, as
amended on July 22, 1999 and on May 8, 2001, among Charming Shoppes
Receivables Corp., as Seller, Spirit of America, Inc., as Servicer,
and
Wachovia Bank, National Association, as Trustee, for $100,000,000
Charming
Shoppes Master Trust Asset-Backed Certificates Series 2002-1, incorporated
by reference to Form 10-Q of the Registrant for the quarter ended
November
2, 2002. (File No. 000-07258, Exhibit 10.1).
|
10.1.15
|
Charming
Shoppes Master Trust $63,500,000 Fixed Rate Class A Asset Backed
Certificates, Series 2002-1 and $16,500,000 Fixed Rate Class B Asset
Backed Certificates, Series 2002-1 Certificate Purchase Agreement,
dated
as of November 22, 2002, incorporated by reference to Form 10-Q of
the
Registrant for the quarter ended November 2, 2002. (File No. 000-07258,
Exhibit 10.2).
|
10.1.16
|
Certificate
Purchase Agreement, dated as of November 22, 2002, among Wachovia
Bank,
National Association, as Trustee, Charming Shoppes Receivables Corp.,
as
Seller, Spirit of America, Inc., as Servicer, and The Class C Holders
described therein, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002. (File No. 000-07258,
Exhibit 10.3).
|
10.1.17
|
Certificate
Purchase Agreement, dated as of November 22, 2002, among Wachovia
Bank,
National Association, as Trustee, Charming Shoppes Receivables Corp.,
as
Seller, Spirit of America, Inc., as Servicer, and The Class D Holders
described therein, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002. (File No. 000-07258,
Exhibit 10.4).
|
10.1.18
|
$14,000,000
Promissory Note, dated October 2002, between White Marsh Distribution,
LLC., as Borrower, and General Electric Capital Business Asset Funding
Corporation, as Payee and Holder, incorporated by reference to Form
10-Q
of the Registrant for the quarter ended November 2, 2002. (File No.
000-07258, Exhibit 10.5).
|
10.1.19
|
Commercial
Deed of Trust, Security Agreement, Assignment of Leases and Rents,
and
Fixture Filing, made as of October 2002, among the Grantor, White
Marsh
Distribution, LLC, as Borrower, in favor of James M. Smith, as Trustee,
for the benefit of the Beneficiary, General Electric Capital Business
Asset Funding Corporation, as Lender, incorporated by reference to
Form
10-Q of the Registrant for the quarter ended November 2, 2002. (File
No.
000-07258, Exhibit 10.6).
|
10.1.20
|
Certificate
Purchase Agreement, dated as of January 21, 2004, among Charming
Shoppes
Receivables Corp., as Seller and as the Class B Purchaser, Spirit
of
America, Inc., as Servicer, Sheffield Receivables Corporation, as
the
Conduit Purchaser, and Barclay’s Bank PLC as Administrator for the Conduit
Purchaser, incorporated by reference to Form 10-K of the Registrant
for
the fiscal year ended January 31, 2004. (File No. 000-07258, Exhibit
10.1.17).
|
10.1.21
|
Series
2004-VFC Supplement, dated as of January 21, 2004, to Second Amended
and
Restated Pooling and Service Agreement, dated as of November 25,
1997 and
amended as of July 22, 1999 and as of May 8, 2001, among Charming
Shoppes
Receivables Corp., as Seller, Spirit of America, Inc., as Servicer,
and
Wachovia Bank, National Association, as Trustee on behalf of the
Series
2004-VFC Certificateholders, for up to $132,000,000 Charming Shoppes
Master Trust Asset-Backed Certificates Series 2004-VFC, incorporated
by
reference to Form 10-K of the Registrant for the fiscal year ended
January
31, 2004. (File No. 000-07258, Exhibit 10.1.18).
|
10.1.22
|
Series
2004-1 Supplement, dated as of August 5, 2004, to Second Amended
and
Restated Pooling and Service Agreement, dated as of November 25,
1997 (as
amended on July 22, 1999, on May 8, 2001 and on August 5, 2004),
among
Charming Shoppes Receivables Corp., as Seller, Spirit of America,
Inc., as
Servicer, and Wachovia Bank, National Association, as Trustee, on
behalf
of the Series 2004-1 Certificateholders, for $180,000,000 Charming
Shoppes
Master Trust Series 2004-1, incorporated by reference to Form 10-Q
of the
Registrant for the quarter ended July 31, 2004 (File No. 000-07258,
Exhibit 10.5).
|
|
|
10.1.23
|
Certificate
Purchase Agreement, dated as of July 21, 2004, among Charming Shoppes
Receivables Corp., Fashion Service Corp., Spirit of America, Inc.,
and
Barclay’s Capital Inc. (as representative of the Initial Purchasers),
incorporated by reference to Form 10-Q of the Registrant for the
quarter
ended July 31, 2004 (File No. 000-07258, Exhibit 10.6).
|
10.1.24
|
Certificate
Purchase Agreement, dated as of August 5, 2004, among Wachovia Bank,
National Association as Trustee, Charming Shoppes Receivables Corp.
as
Seller, Spirit of America, Inc. as Servicer, and Clipper Receivables
Company LLC as Initial Class C Holder, incorporated by reference
to Form
10-Q of the Registrant for the quarter ended July 31, 2004 (File
No.
000-07258, Exhibit 10.7).
|
10.1.25
|
Mortgage,
Assignment of Leases and Rents and Security Agreement, dated as of
October
6, 2004, between FB Distro Distribution Center, LLC, as Mortgagor,
and
BankAtlantic Commercial Mortgage Capital, LLC, as Mortgagee, incorporated
by reference to Form 10-Q of the Registrant for the quarter ended
October
30, 2004 (File No. 000-07258, Exhibit 10.9).
|
10.1.26
|
$13,000,000
Mortgage Note, dated October 6, 2004, between FB Distro Distribution
Center, LLC, as Maker, and BankAtlantic Commercial Mortgage Capital,
LLC,
as Payee, incorporated by reference to Form 10-Q of the Registrant
for the
quarter ended October 30, 2004 (File No. 000-07258, Exhibit
10.10).
|
10.1.27
|
Guaranty,
executed as of October 6, 2004, by Charming Shoppes, Inc., as Guarantor,
for the benefit of BankAtlantic Commercial Mortgage Capital, LLC,
as
Lender, incorporated by reference to Form 10-Q of the Registrant
for the
quarter ended October 30, 2004 (File No. 000-07258, Exhibit
10.11).
|
10.1.28
|
Hazardous
Substances Indemnity Agreement, dated October 6, 2004, by FB Distro
Distribution Center, LLC and by Charming Shoppes, Inc., jointly and
severally as Indemnitors, in favor of BankAtlantic Commercial Mortgage
Capital, LLC, as Holder, incorporated by reference to Form 10-Q of
the
Registrant for the quarter ended October 30, 2004 (File No. 000-07258,
Exhibit 10.12).
|
10.1.29
|
Amended
and Restated Class D Certificate Purchase Agreement, dated as of
August
25, 2004, among Wachovia Bank, National Association as Trustee, Charming
Shoppes Receivables Corp. as Seller and as Initial Class D-1 Holder,
Spirit of America, Inc. as Servicer, and Clipper Receivables Company
LLC,
as the Class D-1 Holder, incorporated by reference to Form 8-K of
the
Registrant dated August 24, 2004, filed on August 27, 2004. (File
No.
000-07258, Exhibit 99.1).
|
10.1.30
|
Amended
and Restated Certificate Purchase Agreement, dated as of November
22, 2004
and Amended and Restated as of November 18, 2004, among Wachovia
Bank,
National Association as Trustee, Charming Shoppes Receivables Corp.
as
Seller, Spirit of America, Inc. as Servicer, and the Class D-2
Certificateholders Described Herein, incorporated by reference to
Form
10-Q of the Registrant for the quarter ended October 30, 2004 (File
No.
000-07258, Exhibit 10.13).
|
10.1.31
|
Amended
and Restated Receivables Purchase Agreement, dated as of June 2,
2005,
among Catalog Receivables LLC as Seller, Spirit of America, Inc.
as
Servicer, Sheffield Receivables Corporation as Purchaser, and Barclays
Bank PLC as Administrator, incorporated by reference to Form 10-K
of the
Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258,
Exhibit 10.1.31).
|
10.2.1
|
The
1988 Key Employee Stock Option Plan of Charming Shoppes, Inc., as
amended
and restated January 25, 2006, incorporated by reference to Form
10-K of
the Registrant for the fiscal year ended January 28, 2006 (File No.
000-07258, Exhibit 10.2.1).
|
10.2.2
|
Form
of Charming Shoppes, Inc. 1988 Key Employee Stock Option Plan Key
Employee
Stock Option Agreement, incorporated by reference to Form 10-K of
the
Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258,
Exhibit 10.2.2).
|
10.2.3
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program,
As
Amended and Restated, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 1999. (File No. 000-07258,
Exhibit 10.1).
|
10.2.4
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program,
As
Amended and Restated at June 27, 2002, incorporated by reference
to Form
10-K of the Registrant for the fiscal year ended February 1, 2003.
(File
No. 000-07258, Exhibit 10.2.6).
|
10.2.6
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program
Stock
Option Agreement, incorporated by reference to Form 10-Q of the Registrant
for the quarter ended July 31, 1999. (File No. 000-07258, Exhibit
10.2).
|
10.2.7
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program
Restricted Stock Agreement, incorporated by reference to Form 10-Q
of the
Registrant for the quarter ended July 31, 1999. (File No. 000-07258,
Exhibit 10.3).
|
10.2.8
|
Form
of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation
Plan
Stock Option Agreement, incorporated by reference to Form 8-K of
the
Registrant dated June 23, 2005, filed on June 29, 2005. (File No.
000-07258, Exhibit 10.1).
|
10.2.9
|
Form
of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation
Plan
Restricted Share Units Agreement, incorporated by reference to Form
8-K of
the Registrant dated June 23, 2005, filed on June 29, 2005. (File
No.
000-07258, Exhibit 10.2).
|
10.2.10
|
The
1993 Employees’ Stock Incentive Plan of Charming Shoppes, Inc.,
incorporated by reference to Form 10-K of the Registrant for the
fiscal
year ended January 29, 1994. (File No. 000-07258, Exhibit
10.2.10).
|
10.2.11
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted
Stock Agreement, dated as of February 11, 2002, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February
2, 2002.
(File No. 000-07258, Exhibit 10.2.8).
|
10.2.12
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option
Agreement (regular vesting schedule), incorporated by reference to
Form
10-K of the Registrant for the fiscal year ended February 2, 2002.
(File
No. 000-07258, Exhibit 10.2.20).
|
10.2.13
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option
Agreement (accelerated vesting schedule), incorporated by reference
to
Form 10-K of the Registrant for the fiscal year ended February 2,
2002.
(File No. 000-07258, Exhibit 10.2.21).
|
10.2.14
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan
Performance-Accelerated Stock Option Agreement, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February
2, 2002.
(File No. 000-07258, Exhibit 10.2.22).
|
10.2.15
|
The
Charming Shoppes, Inc. Employee Stock Purchase Plan, as amended,
incorporated by reference to Form 10-K of the Registrant for the
fiscal
year ended February 3, 1996. (File No. 000-07258, Exhibit
10.2.10).
|
10.2.16
|
The
Charming Shoppes Inc. 1999 Associates’ Stock Incentive Plan, incorporated
by reference to Form 10-K of the Registrant for the fiscal year ended
January 30, 1999. (File No. 000-07258, Exhibit
10.2.24).
|
10.2.17
|
Charming
Shoppes, Inc. 1999 Associates’ Stock Incentive Plan Stock Option
Agreement, incorporated by reference to Form 10-K of the Registrant
for
the fiscal year ended January 30, 1999. (File No. 000-07258, Exhibit
10.2.25).
|
10.2.18
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended February 3, 2001. (File No. 000-07258,
Exhibit
10.2.29).
|
10.2.19
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Stock Option Agreement (regular vesting schedule)
,
incorporated by reference to Form 10-K of the Registrant for the
fiscal
year ended February 2, 2002. (File No. 000-07258, Exhibit
10.2.23).
|
10.2.20
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Stock Option Agreement (accelerated vesting schedule),
incorporated by reference to Form 10-K of the Registrant for the
fiscal
year ended February 2, 2002. (File No. 000-07258, Exhibit
10.2.24).
|
10.2.21
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Restricted Stock Agreement, incorporated by reference
to
Form 10-K of the Registrant for the fiscal year ended February 2,
2002.
(File No. 000-07258, Exhibit 10.2.25).
|
10.2.22
|
2004
Stock Award and Incentive Plan, incorporated by reference to Appendix
B of
the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities
Exchange Act of 1934, filed on May 19, 2004.
|
10.2.23
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement,
incorporated by reference to Form 10-Q of the Registrant for the
quarter
ended October 30, 2004 (File No. 000-07258, Exhibit
10.15).
|
10.2.24
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Agreement - Section 16 Officers, incorporated by reference
to Form
8-K of the Registrant dated February 7, 2005, filed on February 11,
2005.
(File No. 000-07258, Exhibit 99.2)
|
10.2.25
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement, incorporated by reference to Form 8-K of the Registrant
dated February 7, 2005, filed on February 11, 2005. (File No. 000-07258,
Exhibit 99.4)
|
10.2.26
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Units Agreement, incorporated by reference to Form 8-K of the
Registrant dated March 15, 2006, filed on March 20, 2006. (File No.
000-07258, Exhibit 99.1)
|
10.2.27
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock
Agreement - Associates Other Than Section 16 Officers, incorporated
by
reference to Form 10-Q of the Registrant for the quarter ended October
30,
2004 (File No. 000-07258, Exhibit 10.17).
|
10.2.28
|
Charming
Shoppes, Inc. Supplemental Retirement Plan, effective February 1,
2003,
incorporated by reference to Form 10-Q of the Registrant for the
quarter
ended May 3, 2003. (File No. 000-07258, Exhibit 10.1).
|
10.2.30
|
2003
Incentive Compensation Plan, incorporated by reference to Appendix
C of
the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities
Exchange Act of 1934, filed on May 22, 2003 (File No.
000-07258).
|
10.2.31
|
Charming
Shoppes Variable Deferred Compensation Plan For Executives, Amended
and
Restated Effective January 1, 2005, incorporated by reference to
Form 8-K
of the Registrant dated December 13, 2005, filed December 16, 2005.
(File
No. 000-07258, Exhibit 99.1).
|
10.2.33
|
Form
of Bonus Agreement by and between Charming Shoppes, Inc. and the
Executive
Officer named in the Agreement, incorporated by reference to Form
10-Q of
the Registrant for the quarter ended October 30, 2004 (File No. 000-07258,
Exhibit 10.14).
|
10.2.34
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated January
19,
2005, incorporated by reference to Form 8-K of the Registrant dated
January 19, 2005, filed January 25, 2005. (File No. 000-07258, Exhibit
99.1).
|
10.2.35
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated February
2,
2006, incorporated by reference to Form 8-K of the Registrant dated
February 2, 2006, filed February 8, 2006. (File No. 000-07258, Exhibit
99.1).
|
10.2.37
|
Employment
Agreement, dated as of January 1, 2005, by and between Charming Shoppes,
Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of
the
Registrant dated January 3, 2005, filed on January 4, 2005. (File
No.
000-07258, Exhibit 99.1)
|
10.2.38
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted
Stock Agreement, dated as of May 13, 2004, between Charming Shoppes,
Inc.
and Dorrit J. Bern, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 2004 (File No. 000-07258,
Exhibit 10.8).
|
10.2.39
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock
Agreement, dated as of January 3, 2005, between Charming Shoppes,
Inc. and
Dorrit J. Bern, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended January 29, 2005. (File No. 000-07258,
Exhibit
10.2.37).
|
10.2.40
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February
7,
2005, filed on February 11, 2005. (File No. 000-07258, Exhibit
99.1)
|
10.2.41
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February
7,
2005, filed on February 11, 2005. (File No. 000-07258, Exhibit
99.3)
|
10.2.42
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Units Agreement between Charming Shoppes, Inc. and Dorrit J.
Bern,
incorporated by reference to Form 8-K of the Registrant dated February
2,
2006, filed on February 8, 2006. (File No. 000-07258, Exhibit
99.2)
|
10.2.43
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February
2,
2006, filed on February 8, 2006. (File No. 000-07258, Exhibit
99.3)
|
10.2.44
|
Forms
of Executive Severance Agreements by and between Charming Shoppes,
Inc.,
the named executive officers in the company’s Proxy Statement for the
Annual Meeting held on June 15, 2000, and certain other executive
officers
and officers of Charming Shoppes, Inc. and its subsidiaries, incorporated
by reference to Form 10-K of the Registrant for the fiscal year ended
January 29, 2000. (File No. 000-07258, Exhibit
10.2.33).
|
10.2.45
|
Forms
of First Amendment, dated as of February 6, 2003, to Forms of Executive
Severance Agreements, dated July 15, 1999, by and between Charming
Shoppes, Inc., and the executive officers and officers named in the
Agreements, incorporated by reference to Form 10-K of the Registrant
for
the fiscal year ended February 1, 2003. (File No. 000-07258, Exhibit
10.2.30).
|
10.2.46
|
Form
of Second Amendment to Form of Executive Severance Agreement, dated
July
15, 1999, as amended by First Amendment, dated as of February 6,
2003, by
and between Charming Shoppes, Inc. and the executive officers and
officers
named in the agreements.
|
10.2.47
|
Form
of Executive Severance Agreement, dated February 6, 2003, by and
between
Charming Shoppes, Inc. and certain executive officers and officers
of
Charming Shoppes, Inc. and its subsidiaries, incorporated by reference
to
Form 10-K of the Registrant for the fiscal year ended February 1,
2003.
(File No. 000-07258, Exhibit 10.2.31).
|