Chico's FAS

2022
ANNUAL REPORT
he
the POWER of THREE
f

the POWER 

POWERFUL + FEMININE
ATTAINABLE DESIGNER STYLE.
AN EXPLORATION OF LIFE + STYLE:
A UNIQUE BOUTIQUE EXPERIENCE.
EVERY THING WE DO, STARTS WITH YOU.
As a sisterhood of brands, 
we support each other. 
It’s never just about one 
of us, it’s about all of us. 
We’re together on a mission 
to empower every woman 
to wear their confidence. 
We’re working to create a 
world where women never 
have to compromise. It’s a real 
commitment to every woman’s 
shape, size and story. And we 
want to bring together our 
community of women inside 
and outside the brands to 
celebrate the power of being 
a woman with Chico’s unique 
lifestyle collections, WHBM’s 
attainable designer style and 
Soma’s effortless solutions. 
These are our superpowers.
of THREE

the POWER of
THREE
DIGITAL
We want to be where she is, to make 
shopping convenient and personalized 
based on her needs.
BOUTIQUE
We want to welcome her 
with a boutique product and 
personal service experience.
SOCIAL
We want to inspire her 
and be a part of her 
community.

LETTER FROM OUR CEO
Dear Shareholders,
Fiscal 2022 was a remarkable year for Chico’s FAS, and we made exceptional progress against the long-term strategic 
plan we laid out in early 2022.  
We achieved strong results across all key financial metrics for the year, giving us confidence that we can achieve our 
long-term targets. We delivered strong store and digital sales growth, substantial gross margin expansion and solid 
expense leverage for the year, which produced outstanding operating income, cash flow and earnings per share.  
During fiscal 2022, apparel led our revenue growth, with Chico’s® posting a 31% comparable sales increase and White 
House Black Market® generating a 26% comparable sales gain versus the prior year. Customers responded to our 
elevated fashion and product offerings across apparel categories, and we achieved faster sell-through rates, higher 
productivity and more full-priced sales compared to fiscal 2021. Soma® performance improved in the second half of the 
year, with particular strength in our foundations business. 
Our elevated product and marketing efforts fueled a 5% growth in total customer count and 12% growth in spend per 
customer from fiscal 2021 to fiscal 2022, with the average age of new customers continuing to trend younger than 
existing customers. Chico’s FAS has a uniquely solid foundation – with nearly seven million active customers, our 
customers are exceptionally long-tenured and exhibit very high loyalty participation rates.
Our fiscal 2022 results demonstrate the power of our three brands and reflect the team’s steadfast commitment to our 
four strategic pillars of being customer led, product obsessed, digital first and operationally excellent.
•
We are customer led, focused on community engagement and creating extraordinary and memorable customer

experiences, forming lasting relationships and increasing customer lifetime value. The power of our three unique

brands is driving growth through three powerful platforms, creating long-term connections and enabling our

customers to interact with us in a seamless manner. Our physical stores are community centers where our

customers experience our products in an exciting way, and the knowledge and enthusiasm of our stylists and
bra 
experts contribute to driving sales and brand devotion. Digital is often the first impression of our brands and
is a 
community hub for content and a great way to teach, share information and inspire. Finally, our social stylists
can 
expertly connect customers to our brands and help to drive growth within both of these avenues.
•
We are product obsessed, delivering distinctive, innovative, premium, best-in-class merchandise to our 
Chico’s®,
White House Black Market® and Soma® customers, offering beautiful solutions that inspire confidence 
and joy.
At both apparel brands, customers continued to respond to our elevated fashion and product offerings in 
nearly
every apparel category, demonstrating that product enhancements and fabric innovations are moving the 
brands
forward and that customers appreciate higher quality and are receptive to paying for value and solutions.
In fiscal 2022, customers bought complete outfits and accessories instead of single items, increasing average

unit retail and basket size. At Chico’s®, style, fit, comfort and solutions in easy-care, wrinkle-free, climate-right

fabrics generated revenue increases, and at White House Black Market®, versatile tailoring with feminine details

in seasonless fabrics drove the business in key categories, regardless of whether she was looking for casual or

dressy pieces. At Soma®, we continue to make investments in cutting-edge product innovation and comfort

solutions in panties, sleep, active and especially bras.
•
We are digital first, leveraging technology and data-driven insights to engage and deliver to our customers

across channels and brands. For fiscal 2022, digital sales represented 41% of total Company revenues, a
13% increase over just three years ago. Each digital touchpoint inspires the customer to find solutions and
build 
her wardrobe across brands, and we are driving frequency of visits both online and in store.

•
We are operationally excellent, continually focused on diligently managing our inventory, cost of sales, supply
chain, expenses and real estate portfolio; generating healthy cash flow; and delivering a strong bottom line.
During fiscal 2022, we expanded our gross margin performance by 240-basis points over fiscal 2021, primarily
driven by occupancy leverage, higher average unit retail and lower inbound air freight, despite higher raw material
costs.  We constantly strive to improve our sourcing, logistics and operational processes to drive efficiencies
s
and reduce expense.  We believe we are good stewards of capital and investment, and in fiscal 2022, we
generated a return on investment well above our cost of capital. We intend to continue to actively manage our
r eal estate portfolio to enhance overall store and Company profitability. We view our current real estate
footprint as a strategic asset and competitive advantage, given our prime locations across the U.S., and we plan
to continue to optimize this advantage in the future.
We employ approximately 14,200 associates, many of whom are very long-tenured. Our associates embody our
core values and culture day-in and day-out. This team continually demonstrates how to delight customers, and I
am appreciative for the many amazing experiences customers share about our associates. The devotion, teamwork,
engagement, talent and tenacity of our team were especially exemplified this past year in the aftermath of Hurricane Ian
as our associates came together to care for our Fort Myers community and each other.
It is always nice to receive affirmation that our Company and our associates are best in class and leaders in our 
industry.  In 2022, Forbes named Chico’s FAS a Best Employer
s
for Diversity and a Best Employer for Women; Newsweek
named us to their Best Customer Service, Best Online Shops and Top 100 Most Loved Workplaces; we were recognized 
as one of Seramount’s Top Companies for Executive Women; and our Company was listed on the Human Rights 
Campaign’s Best Places to Work Corporate Equality Index We believe these recognitions are testament that we have
remained focused and have risen to the challenges of the constantly-changing retail environment.
Working together, our team has transformed the Company into a customer-led, product-obsessed, digital-first,
operationally-excellent organization with three powerful brands that we believe have a clear path for profitable growth 
through fiscal 2024 and beyond. I am proud of the progress we have made and the culture of accountability to our four
strategic pillars. 
Our results and momentum demonstrate that our strategy is working. We are confident in our ability to leverage our
powerful shared platform to further enhance our operating performance, strengthen our balance sheet and generate 
long-term shareholder returns.
Thank you for your continued support and confidence in our Company.
All forward-looking information in this letter should be read with, and is qualified in its entirety by, the cautionary language regarding forward-looking statements
contained in Item 7 and the risk factors contained in Item 1A of our Form 10-K for the year ended January 28, 2023, included elsewhere in this Annual Report.
Sincerely,
Molly Langenstein
Chief Executive Officer and President, Chico’s FAS, Inc.
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LETTER FROM THE CHAIR OF THE BOARD
Dear Shareholders,
Fiscal 2022 was an exceptional year for Chico’s FAS. By embracing and superbly executing our pillars of 
customer led, product obsessed, digital first and operationally excellent, we posted outstanding top- and 
bottom-line results. Fiscal 2022 marked the first year of our three-year strategic plan, and these results give 
us confidence that we can achieve our plan. We believe that we have established a clear path forward to drive 
profitable growth and further enhance shareholder value. 
I want to express my gratitude to Bonnie Brooks, who served as Executive Chair of the Board for two years 
through June 2022, and whose steady leadership and counsel, along with that of Chief Executive Officer 
Molly Langenstein, helped lead the Company to outstanding performance, even in the midst of navigating 
extraordinary macroeconomic challenges. I was privileged and humbled to assume the Board Chair position  
in June, and I am fortunate to have the support of Bonnie, and seven other board members with a diverse and 
deep set of talents and experiences that will prove invaluable as we continue to navigate the retail landscape  
and pursue our growth trajectory.
As a Company led by women for women, we are dedicated to creating, sustaining and celebrating an 
environment of diversity, equity and inclusion among our entire work force. We promote and cultivate strong 
female leadership across our organization, and women comprise 70% of our senior management team. We are 
proud that Chico’s FAS was once again named to Seramount’s List of Top Companies for Executive Women, a list 
of top workplaces for women who want to advance through the corporate ranks. This list recognizes companies 
that champion women’s advancement, with a focus on succession planning, profit-and-loss roles, gender pay 
parity, support programs and flexibility programs. We also are delighted to have been included as a Forbes Best 
Employer for Women and a Forbes Best Employer for Diversity in 2022.
We are very pleased to have been recognized in 2022 as a gender-balanced board by 50/50 Women on Boards™, 
a leading global education and advocacy campaign driving the movement toward gender balance and diversity 
on corporate boards. As of December 31, 2022, with 56% of the Chico’s FAS Board of Directors comprised of 
women, our Company was one of only 11% of the Russell 3000 Index companies with a gender-balanced board.
We believe that caring for our planet, our communities and our people is at the core of our values and that our 
focus on environmental, social and governance (“ESG”) issues creates long-term value for all our stakeholders 
and Chico’s FAS. We are committed to being a positive force in the ESG movement, and our Board, leadership 
team and associates work collaboratively to drive our strategic pillars and ESG focus areas. By leveraging 
resources across our organization, we are coordinating activities that address environmental sustainability, 
philanthropy, human capital management, information security, social responsibility, corporate governance and 
more. To contribute to a more equitable and sustainable future, we embrace our responsibility to address the 


SOCIAL
O
DIGITAL
BOUTIQUE
B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 28, 2023
□TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 001-16435
Chico’s FAS, Inc.
(Exact name of registrant as specified in charter)
Florida
(State or other jurisdiction
of incorporation or organization)
59-2389435
(I.R.S. Employer
Identification No.)
11215 Metro Parkway, Fort Myers, Florida
(Address of principal executive offices)
33966
(Zip code)
(239) 277-6200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
Trading Symbol(s)
Name of Exchange on Which Registered
Common Stock, Par Value $0.01 Per Share
CHS
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒No □
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes □No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ☒No □
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes ☒No □
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’, ‘‘smaller reporting company’’,
and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
□
Accelerated filer
☒
Non-accelerated filer
□
Smaller reporting company
□
Emerging growth company
□
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. □
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes □No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant:
Approximately $605,000,000 as of July 30, 2022, based upon the closing stock price on July 30, 2022 as reported by the NYSE.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
Common Stock, par value $0.01 per share – 125,049,578 shares as of February 27, 2023.
Documents incorporated by reference:
Portions of the Definitive Proxy Statement for the Company’s Annual Meeting of Shareholders presently scheduled for June 22, 2023
(the ‘‘2023 Annual Meeting Proxy Statement’’) are incorporated by reference into Part III of this Annual Report on Form 10-K.

CHICO’S FAS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE
FISCAL YEAR ENDED JANUARY 28, 2023
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Item 1B.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Item 6.
[Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . .
46
Item 8.
Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Item 9B.
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . .
81
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . .
82
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Item 13.
Certain Relationships and Related Transactions, and Director Independence. . . . . . .
83
Item 14.
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
PART IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Item 15.
Exhibits and Financial Statement Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89

PART I
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are subject to
risks, uncertainties, and other factors which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. See ‘‘Item 1A. Risk Factors’’ and ‘‘Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations -
Forward-Looking Statements.’’
ITEM 1.
BUSINESS
Overview
Chico’s FAS, Inc.1 is a Florida-based fashion company founded in 1983 on Sanibel Island, Florida. The
Company reinvented the fashion retail experience by creating fashion communities anchored by service, which
put the customer at the center of everything we do. As one of the leading fashion retailers in North America,
Chico’s FAS is a company of three unique brands operating under the Chico’s®, White House Black Market®
(‘‘WHBM’’) and Soma® brand names - each thriving in their own white space, founded by women, led by
women, providing solutions that millions of women say give them confidence and joy. We sometimes refer to
our Chico’s and WHBM brands collectively as our ‘‘Apparel Group.’’ Our distinct lifestyle brands target the
needs of fashion-savvy women with moderate-to-high household income levels. We earn revenue and generate
cash through the sale of merchandise in our domestic retail stores, our various Company-operated e-commerce
websites, our call center (which takes orders for all of our brands), through unaffiliated franchise partners and
through third-party channels. As of January 28, 2023, we operated 1,269 stores across 46 states, Puerto Rico and
the United States (‘‘U.S.’’) Virgin Islands, and sold merchandise through 58 international franchise locations in
Mexico and 2 domestic airport locations.
We utilize an integrated, omnichannel approach to managing our business. We want our customers to
experience our brands holistically and to view the various retail channels we operate as a single, integrated
experience rather than as separate sales channels operating independently. This approach allows our customers to
browse, purchase, return or exchange our merchandise through whatever sales channel and at whatever time is
most convenient. As a result, we track total sales and comparable sales on a combined basis.
We offer high quality and unique merchandise, supported by outstanding personalized customer service.
While each of our brands has a distinct customer base, the overall portfolio caters to a broad age and economic
demographic, with moderate-to-high household income levels.
Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which
the fiscal year commences. The periods presented in this Annual Report on Form 10-K are the fiscal years ended
January 28, 2023 (‘‘fiscal 2022’’, ‘‘2022’’ or ‘‘current period’’), January 29, 2022 (‘‘fiscal 2021’’, ‘‘2021’’ or
‘‘prior period’’), January 30, 2021 (‘‘fiscal 2020’’ or ‘‘2020’’), and February 1, 2020 (‘‘fiscal 2019’’ or ‘‘2019’’).
Each of these periods had 52 weeks.
Our Brands
The Company’s brands, described in more detail below, are organized into three operating segments and
aggregated into one reportable segment due to the similarities of the economic and operating characteristics of
the brands.
Chico’s
Our Chico’s brand began operations in 1983 and primarily sells exclusively designed, private branded
clothing focusing on women with moderate-to-high household income levels. The style sensibility is chic and
artful, and the brand is known for color and unique completer pieces, from signature jackets to jewelry and
accessories that finish the look. Chico’s apparel, including the Black LabelTM, Zenergy® and TravelersTM
collections, emphasizes an effortless, chic style, comfort and relaxed fit. Accessories and jewelry are original and
designed to elevate the clothing assortment, allowing our customer to individualize her personal style.
1
As used in this report, all references to “we,” “us,” “our,” “the Company,” and “Chico’s FAS” refer to Chico’s FAS, Inc., a Florida
corporation, and all of its wholly-owned subsidiaries.
1

The distinctive nature of Chico’s clothing is also reflected in its sizing, which is comprised of sizes 000, 00
(size 0-2), 0 (size 4-6), 1 (size 8-10), 2 (size 12-14), 3 (size 16-18) and 4 (size 20-22). Chico’s will occasionally
offer half-sizes (up to 3.5), one-size-fits-all, petite sizes, short and tall inseams, and small, medium and large
sizing for some items. The relaxed fit allows us to utilize this kind of sizing and thus offer a wide selection of
clothing without investing in a large number of sizes within a single style.
Chico’s is vertically integrated, controlling almost all aspects of the apparel design process, including
choices of pattern, print, construction, design specifications, fabric, finishes and color through in-house designers,
purchased designs and independent suppliers.
White House Black Market
The WHBM brand began operations in 1985 and was acquired by the Company in September 2003. WHBM
is dedicated to being a go-to style destination and authority on wardrobe building. WHBM primarily sells
exclusively designed, private branded clothing focusing on women with moderate-to-high household income
levels. WHBM offers a modern collection to support her every lifestyle moment, selling stylish and versatile
clothing and accessory items, including everyday basics and premium denim, polished casual apparel, tailored
relaxed workwear, black and white pieces, and feminine all-occasion dresses. The accessories at WHBM, such as
shoes, belts, scarves, handbags and jewelry, are specifically designed to coordinate with each collection, allowing
customers to easily individualize their wardrobe selections.
WHBM uses American sizes in the 00-14 range (with online sizes up to 16), including petite sizing, as well
as short and long inseams, and small, medium and large sizing for some items. The fit of the WHBM clothing is
tailored to complement the figure of a body-conscious woman, while still remaining comfortable.
WHBM is vertically integrated, controlling almost all aspects of the apparel design process, including
choices of patterns, prints, construction, design specifications, fabric, finishes and color through in-house
designers, purchased designs and independent suppliers.
Soma
The Soma brand, which began operations in 2004, primarily sells exclusively designed, private branded
lingerie, sleepwear and loungewear products focusing on women who want solutions that are as comfortable as
they are beautiful. The Soma brand’s core franchises emphasize innovative styles that focus on fit and
uncompromising comfort, including BodifyTM, Enbliss® and Vanishing Back® bras, Vanishing Edge® panties and
Cool Nights® sleepwear.
Bras range in size from 32A-46H. The sleepwear and loungewear offerings range in size from extra small to
extra-extra-large.
The Soma team develops product offerings by working closely with a small number of independent
suppliers to design proprietary products in-house and, in some cases, designs provided by its independent
suppliers under labels other than the Soma brand.
Our Business Strategy
Our overall business strategy is focused on building a collection of distinct high-performing retail brands
primarily serving the fashion needs of women with moderate-to-high household income levels.
The primary function of the Company is the production and procurement of beautiful merchandise that
delivers the brand promise and brand positioning of each of our brands and resonates with customers. To that
end, we are continually strengthening our merchandise and design capabilities and enhancing our sourcing and
supply chain to deliver product in a timely manner to our customers while also focusing on improvements to the
quality and aesthetic of our merchandise. Over the long term, we may build our brand portfolio by organic
development or acquisition of other specialty retail concepts if research indicates that the opportunity
complements our current brands and is appropriate and in the best interest of our shareholders.
We pursue improving the performance of our brands by building our omnichannel capabilities, growing our
online presence, managing our store base, executing marketing plans, effectively leveraging expenses, considering
additional sales channels and markets, and optimizing the merchandise offerings of each of our brands. We
continue to invest heavily in our omnichannel capabilities so our customers can fully experience our brands in
the manner they choose.
2

We view our stores and Company-operated e-commerce websites as a single, integrated sales function rather
than as separate, independently operated sales channels. As a result, we maintain a shared inventory platform for
our primary operations, allowing us to fulfill orders for all channels from our distribution center (‘‘DC’’) in
Winder, Georgia. Our domestic customers can return merchandise to a store or to our DC, regardless of the
original purchase location. Using our enhanced ‘‘Locate’’ tool, we ship in-store orders from other locations
directly to the customer, expediting delivery times while reducing our shipping costs. In addition, our shared
inventory system, enables customers to make purchases online and ship from store. Our mobile apps launched in
2022, as well as our previously introduced customized, branded digital styling software tools, StyleConnect® and
MY CLOSETSM and our Buy On-Line, Pick-up In-Store (BOPIS) are driving customer engagement, loyalty and
cross-channel shopping.
We seek to acquire new customers and retain existing customers by leveraging existing customer-specific data
and through targeted marketing, including digital marketing, social media, television, catalogs and mailers. We seek to
optimize the potential of our brands with innovative product offerings, potential new merchandise opportunities, and
brand extensions that enhance the current offerings, as well as through our continued emphasis on our trademark
‘‘Most Amazing Personal Service’’ standard. We also will continue to consider potential alternative sales channels for
our brands, including international franchise, wholesale, licensing and other opportunities.
We are focused on driving profitable growth through four strategic pillars of being customer led, product
obsessed, digital first, and operationally excellent.
•
By being customer-led, we are focused on building community engagement, creating exceptional
customer experiences, and increasing customer lifetime value.
•
We are product obsessed, delivering best-in-class merchandise to our Chico’s, WHBM, and Soma
customers, offering beautiful solutions that inspire confidence and joy. At each brand, we are focused
on elevating Average Unit Retail and driving full-priced sales growth.
•
Digital-first means we want to strengthen our core platform and data-driven insights and decision-making.
We are leveraging technology to engage and deliver to our customers across channels and brands.
•
And, to be operationally excellent, we are continually focused on diligently managing our inventory,
cost of sales, supply chain, expenses, and real estate; generating healthy cash flow; and delivering a
strong bottom line.
Our Customer Service Model
We strive to deliver outstanding and personalized service to our customers through our trademark ‘‘Most
Amazing Personal Service’’ standard. We believe this service model is one of our competitive advantages and a
key to our continued success. An important aspect to the successful implementation of this model includes
specialized training provided to our Stylists and bra experts to help them better meet their customers’ fashion and
wardrobe needs. Such needs may include help selecting clothing, intimate apparel or accessories, color and style
choices, coordination of complete outfits, or suggestions as to how new pieces can add versatility to our
customer’s closets. Our Stylists are encouraged to develop long-term relationships with their customers, to know
their customers’ preferences and to assist our customers in selecting merchandise best suited to their tastes and
wardrobe needs. Our Stylists utilize tools including our personal closet feature, MY CLOSETTM, and
StyleConnect® to access customer purchase history and style preferences, offer personalized recommendations for
new products, and connect with her via email, text or chat. These tools allow our Stylists to meet our customer’s
needs whenever and wherever she wants to shop.
We also serve our customers’ needs and build customer loyalty through our customer rewards programs. Our
programs are designed to reward our loyal customers by leveraging the rich data our customers share with us to
deliver a relevant and engaging experience with our brands. The benefits provided are routinely evaluated in
conjunction with our overall customer relationship management and marketing activities to ensure they remain a
compelling reason for customers to shop at our brands.
Our customer rewards programs in each of our three brands were relaunched in 2022. The enhanced
programs utilize a tier model to incrementally reward customers that spend more and are focused on building
customer relationships and increasing frequency.
We believe our customers are some of the most loyal and long-tenured in retail staying with us a
meaningful twelve years at Chico’s, nine years at WHBM and five years at Soma.
3

Our Boutiques and Outlet Stores
Our boutiques are located in upscale indoor shopping malls, outdoor shopping areas and standalone
street-front locations in the U.S., Puerto Rico and the U.S. Virgin Islands. Boutique locations are determined
based on various factors, including, but not limited to: market and demographic characteristics, nearby
competitors, our own network of existing boutiques, the location of the shopping venue, including the site within
the shopping center, proposed lease terms, anchor or other co-tenants, parking accommodations and convenience.
Our merchandise is also sold through international franchise locations in Mexico, including boutique locations as
well as shop-in-shop formats within a department store environment.
Our outlet stores are primarily located in quality outlet centers. The Chico’s and WHBM brand outlets
contain a mixture of made-for-outlet and clearance merchandise. The made-for-outlet product carries a higher
margin than the clearance items from our boutique stores. Soma outlets contain a mix of boutique and clearance
merchandise. We also sell clearance merchandise on our brand websites and at www.chicosofftherack.com. We
regularly review the appropriate ratio of made-for-outlet and clearance merchandise sold at our outlets and adjust
that ratio as appropriate.
As of January 28, 2023, we operated 1,269 retail stores in 46 states, Puerto Rico and the U.S. Virgin
Islands, and sold merchandise through 58 international franchise locations in Mexico and 2 domestic airport
locations. The following tables set forth information concerning our retail stores during the past four fiscal years:
Fiscal Year
Stores
2022
2021
2020
2019
Stores at beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,266
1,302
1,341
1,418
Opened. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
—
1
6
Closed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(24)
(36)
(40)
(83)
Total Stores . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,269
1,266
1,302
1,341
Fiscal Year
Stores by Brand
2022
2021
2020
2019
Chico’s frontline boutiques. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
488
499
517
525
Chico’s outlets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
122
123
123
Chico’s Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
4
Chico’s total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
609
621
640
652
WHBM frontline boutiques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
328
335
347
362
WHBM outlets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
54
56
59
WHBM Canada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
6
WHBM total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
381
389
403
427
Soma frontline boutiques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
259
238
241
244
Soma outlets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
18
18
18
Soma total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
279
256
259
262
Total Stores . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,269
1,266
1,302
1,341
Enhancing the Productivity of our Real Estate Portfolio
Stores continue to be an important part of our omnichannel strategy, and digital sales are higher in markets
where we have a retail presence. We opened 27 new Soma stores and closed 24 underperforming locations in
fiscal 2022 . The Company ended the fiscal year with 1,269 boutiques. We will continue to adjust our store base
to align with our strategy. We plan to open up to 15 new Soma stores and refresh approximately 60 stores in
fiscal 2023. Store closures primarily occur as leases come due, lease kickouts are available, or buyouts make
economic sense. The Company anticipates closing approximately 20 stores in fiscal 2023. We will continue to
evaluate our store base in light of economic conditions and our business strategy and may adjust the openings
and closures as conditions require or as opportunities arise.
4

Exit of Canada Frontline Operations
On July 30, 2020, Chico’s FAS Canada, Co., an immaterial subsidiary of the Company, filed for bankruptcy
with the Ontario, Canada office of the Superintendent in Bankruptcy. This action resulted in the permanent
closure of four Chico’s and six WHBM boutiques in Ontario, Canada. In the second quarter of fiscal 2020, we
exited our Canada frontline operations and recorded on a net basis a non-material charge, including the
realization of a cumulative foreign currency translation adjustment.
Information Technology/Data Analytics
We are committed to making ongoing investments in information technology systems to support our
strategies within customer, digital, omnichannel and supply chain. Our information systems are designed to
enable us to obtain, analyze and act upon information on a timely basis and to maintain effective financial and
operational controls. We periodically test new technologies and platforms to support and enhance our processes
across all areas of our business. We are migrating to an industry-leading customer database and customer
marketing platform to personalize the customer journey and manage all customer communication in an effort to
increase traffic and conversion across all channels.
Digital Commerce
Each of our brands has a digital presence: www.chicos.com, www.chicosofftherack.com, www.whbm.com
and www.soma.com. These sites provide customers the ability to shop our stores 24/7, digitally browse our
inventory prior to making a trip to our stores or locate a store near them. Customers can choose to buy online,
pick-up in store (BOPIS), pick up curbside or have merchandise shipped directly to them. Customers can also
choose to engage with online content to learn more about the stories of how our products were made or read
customer reviews on the site to help influence their purchase. We also offer various payment methods including
buy now, pay later.
Our websites play a vital role in both our omnichannel strategy and the overall shopping experience of how we
continuously put our customer in the center of everything we do. Many products are exclusively available online
including extended sizes, additional style and color choices and clearance items. Online merchandise is also available
for order through our call center and through clienteling applications in our stores. We also utilize ecommerce
solutions and are constantly exploring new digital opportunities to expand our customer base and drive sales.
We remain focused on our omnichannel approach through continuous optimization to all brand websites
including new features, functionality, search engine optimization and content designed to improve and evolve the
customer’s experience.
Marketing and Advertising
Our brands use industry-leading transactional data to develop targeted and effective marketing strategies. To
optimize our marketing efforts and to attract new customers, we continue to shift our advertising from traditional
media, instead placing more emphasis on digital media. We also use predictive modeling and advanced
segmentation methodologies to drive customer retention and reactivation.
We use the following marketing and media-mix programs to engage current customers and attract
prospective customers:
•
Digital marketing: mobile paid search, product listing ads, display banner advertising and remarketing,
affiliate programs;
•
Social marketing: organic and paid efforts across social platforms;
•
Customer Rewards programs;
•
Editorial content;
•
Public relations; and
•
Charitable giving and outreach programs.
In 2023, our marketing efforts will focus on retaining existing, reactivating lapsed and attracting new
customers to our iconic brands’ differentiated positioning by leveraging advanced analytics and tools that support
audience segmentation and personalization.
5

Product Sourcing
Our product sourcing activities are performed by a centralized shared service team that is focused on
maintaining our quality standards and identifying cost-effective opportunities to improve production speed and
flexibility. In fiscal 2022, Vietnam sources accounted for approximately 36% of our merchandise cost. We take
ownership of merchandise either in the foreign country, at a designated point of entry into the U.S., or at our
DC, depending on the specific terms of sale.
The majority of our merchandise is purchased through suppliers with whom we have established strategic
collaborations; these key suppliers represented 81% of our purchases in fiscal 2022 with our largest supplier
accounting for 14% of the total.
Since fiscal 2017, substantial work has been done to reduce the supply chain base and agents, with the
supplier base count down 34% as of the end of fiscal 2022. In fiscal 2023, our focus will be on adding new
factories and suppliers to our core suppliers to enhance our overall diversification and resiliency in the face of
further pandemic-related disruptions. We intend to leverage new factories with existing vendors to safeguard our
future purchases and maintain scale. In some instances, we may seek new strategic partners when we deem there
is too much risk in an existing relationship. We intend to maintain a vast majority of volume with our key
suppliers. We plan to continue to supplement the remaining volume with a subset of market suppliers to meet
any of the unique needs of the Company’s brands.
Even though we do not own the facilities that manufacture our products, to elevate their focus on important
areas pertaining to social, health and safety, security and sustainable environmental practices, we require that our
manufacturers adhere to our Global Vendor Code of Conduct and other standards. We believe in a ‘‘Continuous
Improvement’’ methodology and work in partnership with our suppliers to help maintain compliance with our
standards. However, certain zero tolerance violations constitute grounds for locating alternative suppliers or
manufacturing resources. For more information on our Global Supply Chain governance practices, see our annual
Environmental, Social and Governance (‘‘ESG’’) Impact Report, which is publicly available on
www.chicosfas.com.
Merchandise Distribution
The distribution function for our brands is primarily handled from our DC in Winder, Georgia. New
merchandise is generally received daily at the DC. Imported merchandise is shipped from the country-of-export
either by sea, air, truck or rail, as circumstances require. Domestic merchandise is primarily shipped by truck or
rail. Upon arrival at our DC, merchandise is sorted and packaged for shipment to individual stores or is held for
future store replenishment and direct shipment to customers. Merchandise is generally pre-ticketed with price and
related informational tags at the point of manufacture.
Our DC has been granted Foreign Trade Zone status from both the U.S. Department of Commerce and U.S.
Customs and Border Protection. This status facilitates international expansion and allows us to move certain
merchandise into the DC without paying U.S. Customs duty until the merchandise is subsequently shipped to
domestic stores or online customers.
Competition
The women’s retail apparel and intimate apparel business is highly competitive and includes local, national
and international department stores, specialty stores, boutique stores, catalog companies and online retailers. We
compete with such retailers in-store and online, both domestically and internationally, and on the basis of a
combination of factors, including, but not limited to, quality, style, fashion, prices and selection. We believe that
our distinctively designed merchandise offerings and emphasis on customer service distinguish us from our
competitors.
Trademarks and Service Marks
We are the owner of certain registered and common law trademarks and service marks (collectively referred
to as ‘‘Marks’’).
Our Marks include, but are not limited to: BODIFY, CHICO’S, CHICO’S OFF THE RACK, CHICO’S
REWARDS+, COOL NIGHTS, EMBRACEABLE, ENBLISS, FLEXICUP, FLOATAWAY WIRE, NO IRON,
6

SMART BRA, SOMA, SOMA INTIMATES, SOMA REWARDS+, SO SLIMMING, STYLECONNECT,
TRAVELERS, VANISHING, VANISHING BACK, VANISHING EDGE, WHBM, WHBM FORME, WHBM
REWARDS+, WHITE HOUSE BLACK MARKET and ZENERGY. We have registered or are seeking to register
a number of these Marks in the U.S, Canada, Mexico and other foreign countries.
In the opinion of management, our rights in the Marks are important to our business. Accordingly, we intend
to maintain our Marks and the related registrations and applications. We are not aware of any material claims of
infringement or other challenges to our rights to use any registered Marks in the U.S.
Government Regulation
We are subject to federal, state and local laws and regulations in the United States that could affect our
business, including those promulgated under the U.S. Fair Labor Standards Act, the U.S. Immigration Reform
and Control Act of 1986, the Occupational Safety and Health Act, and various other federal and state laws
governing matters such as minimum wage requirements, overtime, fringe benefits, workplace safety and other
working conditions and citizenship requirements.
Additionally, we are subject to various laws and regulations regarding our products, including the Consumer
Product Safety Act, the Flammable Fabrics Act, the Textile Fiber Products Identification Act, the rules and
regulations of the Consumer Product Safety Commission and various environmental laws and regulations. We are
also subject to various laws and regulations relating to generating emissions, water discharges, waste, product
and packaging content and workplace safety. Noncompliance with these laws and regulations could result in
substantial monetary penalties and criminal sanctions.
We are also subject to import/export controls, tariffs and other trade-related regulations and restrictions in
the countries in which we have operations or otherwise do business. In recent years, these controls, tariffs,
regulations and restrictions have had, and we believe may continue to have, a material impact on our business,
including our ability to sell products, and to manufacture or source inventory.
Federal tax laws and regulations are subject to change, and any such change could materially impact our
federal taxes and reduce profitability. We continually monitor federal tax legislative and regulatory developments
to understand their potential impact on our profitability.
Other than as noted above, compliance with government regulations, including environmental regulations,
has not had, and based on current information and the applicable laws and regulations currently in effect, is not
expected to have a material effect on our capital expenditures (including expenditures for environmental control
facilities), earnings, or competitive position. However, laws and regulations may be changed, accelerated or
adopted that impose significant operational restrictions and compliance requirements upon our Company and that
could negatively impact our operating results. See Item 1A, ‘‘Risk Factors’’ in this Annual Report on Form 10-K.
Human Capital Management
As of January 28, 2023, we employed approximately 14,238 people, 32% of whom were full-time
employees and the balance of whom were part-time employees. The number of part-time employees fluctuates
during peak selling periods. As of the above date, approximately 89% of our employees worked in our boutique
and outlet stores.
The Company strives to create a culture that attracts and retains qualified talent, with diverse backgrounds,
experience and skills embodying our cultural values, to drive our strategic priorities forward and support the
Company’s overall goals and objectives. Our Human Resources, Compensation and Benefits Committee
(‘‘HRCBC’’) meets regularly to provide formal oversight and guidance related to the Company’s human capital
management, including our culture, human resources programs and policies, and compensation and benefits
philosophy as outlined in its charter. The HRCBC receives updates on talent, succession planning, diversity and
inclusion and other strategies related to our human capital management and provides periodic updates to the
Company’s Board of Directors (the ‘‘Board’’).
We believe the enthusiasm of our approximately 14,238 associates is one of the significant contributors to
our success as a family of brands. Each and every day, we strive to create a welcoming and inclusive
environment for our associates and customers.
7

Commitment to our Cultural Values
Our five core values shape our culture and define our character. We view them as the lenses that help
inform our decisions and actions for our customers, our associates, and our Company.
•
Passion for Fashion – Inhale fashion, exhale style. It’s what we love.
•
Continuously Improve, Follow Your Curiosity – Ask questions. Share something. Learn something.
•
Customer Centricity – Our customer is at the center of everything we do, both internally and externally.
•
Be Inspired and Inspire Others – Seek out diverse ideas and thoughts. Embrace new ways of thinking.
•
Be Accountable – We are accountable to metrics. We are recognized for results.
Diversity and Inclusion
We value the diverse experiences, perspectives, and backgrounds of our associates and customers. We are
committed to fostering an inclusive environment that celebrates individuality, influences our culture, and helps to
innovate the way we work. Our Board, largely through its Environmental, Social and Governance Committee and
HRCBC, oversees our diversity and inclusion efforts, including aligning on corporate goals and receiving regular
updates from internal stakeholders. The Company continues to focus on building a culture that supports fair
compensation and advancement opportunities for all associates regardless of gender, race or ethnicity.
We have three main focus areas within diversity and inclusion: Attraction and Retention, Education and
Training, and Customer Focus:
a.
Attraction and Retention – We believe that it is currently appropriate to focus our attraction strategy on
enhancing the skills and attention of our recruitment team members, improving and leveraging digital
tools to reach a more diverse audience and expanding the reach of our partnerships. We believe that, to
increase retention, associates must have a sense of belonging, not only on their individual teams but
within the Company. We focus on campus events and celebrations, networking opportunities,
recognition, and associate network groups to enhance our culture and provide a sense of belonging for
associates.
b.
Education and Training – We conduct trainings for our full-time associates and certain other associates
on unconscious bias, the impact of inclusion, cultural awareness, and racial equity. Associates are able
to access and complete other inclusion and diversity trainings through FASU, which is an online
platform that provides access to programs and tutorials.
c.
Customer Focus – We strive to be inclusive in our designs, marketing and customer service.
Talent Acquisition
Our campus in Fort Myers, Florida is headquarters to our corporate operations, and where we primarily
focus on supporting our 1,269 retail locations.
With stores throughout the U.S., Puerto Rico and the U.S. Virgin Islands and franchise locations in Mexico,
as well as an online presence for each of our brands, it takes sophisticated technology, resources and
infrastructure to ensure our continued success. From finance and accounting to technology, human resources, and
merchandising careers, we offer diverse opportunities for talented professionals. We remain committed to and
focused on attracting talent that is product and customer obsessed like us. We are an equal opportunity employer,
and we seek to be inclusive in our recruitment efforts.
Learning and Development
We believe that ongoing learning is an important component of our associates’ success. We provide
associates access to FASU, which is an online platform and provides access to programs and tutorials that can be
voluntarily completed or assigned based on one’s role. These include instructor-led classes, in both virtual and
classroom settings, and self-led content such as articles, eLearning, and videos, each covering a variety of topics,
such as leadership, personal development and compliance best practices, product knowledge and core
competencies, among others.
8

All full-time associates receive annual trainings on important topics, including, but not limited to, data
protection and privacy, insider trading, and unconscious bias, to assist our efforts to maintain a safe, positive, and
inclusive work environment.
Total Rewards
We believe it is important to provide competitive compensation, benefits, and services that help meet the
varying needs of our associates. We strive to provide market-competitive compensation for our salaried and
hourly associates. A portion of our eligible associates participate in our short- and long-term incentive programs,
which are designed to reward performance that meets personal and corporate objectives. We offer a full range of
competitive benefit options to eligible associates that are intended to serve their overall well-being. In addition to
medical and prescription drug coverage, we offer full-time associates dental and long-term disability coverage
and health savings and flexible spending accounts. Both our part- and full-time associates have access to our
Employee Assistance Program, and we offer eligible associates paid time-off, holiday observances and additional
leave for certain life events. We also have on-site health and fitness centers at our Company headquarters and
distribution center. Additionally, we offer a 401(k) plan, with associates becoming eligible for our corporate
match program after one year of employment.
Communication and Engagement
We value our associates and recognize the importance of their contributions. We believe that a
well-informed and engaged community is a key to our success and the achievement of our goals.
Giving Back to our Communities
The Company strives to positively impact our customers, associates and the communities in which we live
and do business through community service and giving back. Our Chico’s FAS Cares Volunteer Days and our
paid voluntary community service hours policy give our associates the opportunity to give back by donating their
time to support local charities.
Our brand and corporate cause-related initiatives are focused on raising awareness and funds through local,
regional, and national partnerships. We support community-based philanthropic causes and disaster relief efforts
by encouraging associate volunteerism and customer philanthropy, including through our Soma® Bra Donation
program and the WHBM® Give Back: Recycle Your Jeans with WHBM® program.
Additional information regarding our human capital programs and initiatives may be found at
www.chicosfas.com, including in our 2021 Impact Report. Nothing on our websites and the information
contained on, or that can be accessed through, our websites referenced throughout this Annual Report on Form
10-K, including, without limitation, our 2021 Impact Report, shall be deemed to be incorporated by reference
herein unless indicated otherwise, and is not considered part of, this Annual Report on Form 10-K.
Available Information
Under the tab ‘‘INVESTORS’’ (our ‘‘investor relations website’’) of our website (www.chicosfas.com), we
make available, free of charge, our Securities and Exchange Commission (‘‘SEC’’) filings, including our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to
those reports, as soon as reasonably practicable after those reports are electronically filed with the SEC; these
items are also available at www.sec.gov. Our investor relations’ website also includes recent press releases,
beneficial ownership reports, institutional presentations, quarterly and institutional conference calls and other
financial data, including historical store square footage and store count.
Our Code of Ethics, which is applicable to all of our employees – including the principal executive officer,
the principal financial officer and the Board – is posted on our website under the tab ‘‘ABOUT US’’ within
‘‘Governance Documents & Charters.’’ Any amendments to our Code of Ethics are also available on our website.
With respect to our global operations, we are dedicated to conducting such operations using ethical business
practices and supporting the dignity of workers. Our Global Vendor Code of Conduct extends the principles
found in our Code of Ethics to our global supply chain, and we continue to partner with our suppliers on
important human rights, health and safety matters. Our Global Vendor Code of Conduct can be found on our
website under the ‘‘RESPONSIBILITY’’ tab within ‘‘SOCIAL RESPONSBILITY,’’ at the bottom of the
9

webpage; also found here are our California Transparency in Supply Chains Disclosure, Conflict Minerals Policy,
Environmental Policy, Human Rights Policy and Privacy Policies, as well as our Political Action Statement. In
addition, the Board has an ESG Committee that meets regularly and oversees our efforts on important social and
environmental sustainability issues. The Company’s 2021 Impact Report, which can be found on our website
under the ‘‘RESPONSIBILITY’’ tab within ‘‘SOCIAL RESPONSBILITY,’’ at the bottom of the webpage, was
published in December 2022 and details the Company’s efforts and accomplishments in the environmental, social
and governance realms.
Available on our website (under the tab ‘‘ABOUT US’’ within ‘‘Governance Documents & Charters’’) (or
upon written request by any shareholder), charters of each of the following for our Company can be found: Audit
Committee; Human Resources, Compensation and Benefits Committee; Corporate Governance and Nominating
Committee; ESG Committee; Executive Committee; and Merchant Committee. Also in the same section of our
website are the following: Corporate Governance Guidelines; Insider Trading Policy; Complaint Procedures for
Accounting Matters (our ‘‘whistleblower’’ policy); Stock Ownership Guidelines; and Policy on Granting Equity
Awards.
10

ITEM 1A. RISK FACTORS
An investment in our common stock involves certain risks. The risks and uncertainties described below are
not the only risks that may have a material adverse effect on the Company, and the risks described herein are not
listed in order of their potential occurrence or severity. If any of the following risks actually occur, our business,
consolidated financial condition or results of operations could be negatively affected, and the market price for
our shares could decline. There is no assurance that we have identified, assessed and appropriately addressed all
risks affecting our business operations. Moreover, additional risks and uncertainties not identified herein could
adversely affect our business, consolidated financial condition and/or results of operations. Further, to the extent
that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking
statements, the risk factors set forth below are cautionary statements, identifying important factors that could
cause the Company’s actual results to differ materially from those expressed in or implied by any
forward-looking statements made by or on behalf of the Company. There can also be no assurance that the actual
future results, performance, benefits or achievements that we expect from our strategies, systems, initiatives or
products will occur. Additionally, investors should not interpret the disclosure of a risk to imply a lack of
materialization of that risk to date.
Risks Related to Business Strategy and Operations
If we cannot successfully execute our business strategy, our consolidated financial condition and results of
operations could be materially adversely impacted. There are numerous risks associated with this strategy
including, but not limited to, the following:
Risk
Description
1. Our inability to achieve the results of
our strategic initiatives
We have launched significant initiatives, including digital
initiatives, designed to reposition our brands, drive sales, acquire
new customers, establish new channels of distribution, achieve
organizational efficiency and further align the organizational
structure for long-term growth. These initiatives require substantial
internal change and effort, including reductions and changes in
vendors and personnel, reductions in store locations and significant
adjustments in how we design and source product and how we
ultimately present and sell it to our customers. These initiatives
may not deliver all of the results we expect. Moreover, the process
of implementing these initiatives places significant stress on the
Company and could result in unexpected short-term interruptions
or negative impacts to our business, such as disruptions to our
current business processes as we migrate to the new processes, or
failure to successfully migrate to those new processes, which
could negatively impact product flow, product quality or inventory
levels, or result in additional impairment of long-lived assets.
Further, digital operations are subject to numerous risks, including
reliance on third-party computer hardware/software and service
providers, data breaches, violations of state, federal or
international laws, including those relating to online privacy, credit
card fraud, telecommunication failures and electronic break-ins
and similar disruptions, and disruption of internet service.
In addition, there is no assurance that we can complete the
implementation of all of these initiatives in the manner or in the
time-frame planned, or that, once implemented, they will result in the
expected increases in the efficiency or productivity of our business.
11

Risk
Description
2. Failure to identify and respond to
fashion trends that appeal to our customer
and implement and manage our business
strategy may adversely impact sales and
profitability
Our future success depends, in part, upon our ability to identify and
respond to fashion trends in a timely manner and develop innovative,
high-quality merchandise in styles that appeal to our consumers and
in ways that favorably distinguish us from our competitors. The
specialty retail apparel business fluctuates according to changes in the
economy and customer preferences, influenced by fashion and season
as well as current events and social issues. These fluctuations affect
the inventory sourced by our brands as merchandise typically must be
ordered well in advance of the selling season. There can be no
assurance that we will appropriately anticipate consumer demands and
accurately plan brand-right inventory in the future.
Our long-term omnichannel business strategy is dependent upon a
number of other factors, including, but not limited to, customer
shopping habits (such as online versus in-store) and discretionary
income; identifying and developing new brand extensions, markets
and channels of distribution; effectively using and evolving our
marketing resources and programs to communicate with existing and
potential customers; maintaining favorable brand recognition,
effectively managing our store base; including management of store
productivity and negotiating acceptable lease terms; effectively
managing our franchise; creating and maintaining wholesale and
licensing relationships to optimize sales and margin and to protect our
brands; having the appropriate corporate resources to support our
business strategies; sourcing appropriate levels of inventory in line
with sales expectations and then managing its disposition; hiring,
training and retention of qualified employees; generating sufficient
operating cash flows to fund our business strategies; maintaining
brand-specific websites that offer the system functionality, service and
security customers expect; and correctly identifying, implementing
and maintaining appropriate technology to support our business
strategies.
3. Competition
The women’s specialty retail industry is highly competitive. We
compete with local, national and international department stores;
specialty and discount stores; catalogs; and internet businesses
offering similar categories of merchandise. Many of our competitors
have advantages over us, including substantially greater financial,
marketing, distribution and other resources. Increased levels of online
and in-store promotional activity by our competitors, some of whom
may be able to adopt more aggressive pricing policies than we can,
may negatively impact our sales and profitability. There is no
assurance that we can compete successfully with these companies in
the future. In addition to competing for sales, we compete for store
and online traffic, for favorable store locations and lease terms and
for qualified associates. The growth of fast fashion, value fashion
retailers and expansion of off-price retailers has shifted shopper
expectations to more affordable pricing of well-known brands and has
contributed to continued promotional pressure as well as a shift in
customers’ expectations with regard to the timing and costs of product
deliveries and returns. If we do not identify and respond to these
emerging trends in consumer spending as well as the growing
preference of many customers for online e-commerce options, we
may not be able to retain our existing customers or attract new
customers. Increased competition in any of these areas may result in
higher costs or otherwise reduce our sales or operating margins.
12

Risk
Description
4. COVID-19 pandemic
The COVID-19 pandemic has resulted in significant challenges
across our business since March 2020, and potential uncertainty
and volatility remains in our business operations (including with
respect to the suppliers on whom we depend), operating results
and operating cash flows as the ongoing economic impacts and
health concerns associated with the pandemic could continue to
affect consumer behavior, spending levels and shopping
preferences as well as our operational logistics. Our industry has
been experiencing supply chain inflation and disruptions due to in
part due to the pandemic. The inability of our third-party business
partners, including our suppliers, logistics providers and vendors,
to meet their obligations to us in light of financial stress, labor
shortages, liquidity challenges, bankruptcy filings by other
industry participants and supply chain and other disruptions due to
the pandemic could adversely impact our business operations,
consolidated financial performance and liquidity. In particular, we
have incurred higher shipping costs due to sourcing new
transportation methods to offset vendor capacity constraints and
related surcharges, as well as product supplier handover delays
and extended inbound transit times due to labor shortages. Higher
shipping costs and constraints on our shipping capacity and longer
delivery times may result in higher expenses, delayed shipments
and inventory delays or product shortages that result in lost sales,
all of which could adversely impact our business operations,
consolidated financial performance and liquidity.
The pandemic has also resulted in periods of significant disruption
and volatility in the global capital markets, which could adversely
affect our ability to access the capital or financing markets, if
needed, and our ability to meet our liquidity needs.
The full extent of the impact that the pandemic will have on our
business remains to be seen, and such impact will depend on many
factors including, but not limited to, the impact of the pandemic on
consumer spending, and how quickly and to what extent normal
economic conditions resume. New variants of COVID-19 may
emerge or increase the spread or severity of COVID-19 and
previously developed vaccines and therapies may not be as effective
against new COVID-19 variants. If the duration or severity of the
pandemic continues, worsens, reoccurs it may amplify or heighten the
negative impacts on our business, financial condition, consolidated
results of operations and liquidity and many of the other risks
described in this Annual Report on Form 10-K.
13

Risks Related to General Economic Conditions
Numerous economic conditions, all of which are outside of our control, could negatively affect the level of
our customers’ spending or our costs of operations. If these economic conditions persist for a sustained period,
our consolidated financial condition and results of operations could be materially adversely impacted. These
economic conditions include, but are not limited to, the following:
Risk
Description
5. Declines in consumer spending and
customer traffic
Consumer spending in our sector may decline as a result of:
threatened or actual government shut downs, high unemployment
levels, low levels of consumer credit, declines in consumer
confidence, inflation, increases in interest rates, recessionary
pressures, increasing gas and other energy costs, increased taxes,
increases in housing prices, higher durable goods or other
consumer spending, volatility in the financial markets, uncertainty
regarding the political or socio-economic environment and
concerns regarding public health crises, such as the COVID-19
pandemic. Any one of these factors, or a combination thereof, may
reduce our customers’ spending and purchases due to, for example,
job loss or fear of job loss, foreclosures, bankruptcies, higher
consumer debt and interest rates, reduced access to credit, falling
home prices, increased taxes and/or decline in consumer
confidence. Further, a significant number of our stores are located
in malls and other shopping centers and many of these malls and
shopping centers have been experiencing declines in customer
traffic. Our sales at these stores are dependent, to a significant
degree, upon the volume of traffic in those shopping centers and
the surrounding area; however, our costs associated with these
stores are essentially fixed. In times of declining traffic and sales,
our ability to leverage these costs and our profitability are
negatively impacted. Our stores benefit from the ability of a
shopping center’s other tenants to generate consumer traffic in the
vicinity of our stores and the continuing popularity of the
shopping center as a shopping destination. Our sales volume and
traffic have been, and we expect will continue to be, adversely
affected by, among other things, concerns regarding public health
crises, the decrease in popularity of malls or other shopping
centers in which our stores are located, the closing of anchor
stores important to our business, and declines in popularity of
other stores in the malls or shopping centers in which our stores
are located. Furthermore, a deterioration in the financial condition
of shopping center operators or developers could, for example,
limit their ability to invest in improvements and finance tenant
improvements for us and other retailers and lead consumers to
view these locations as less desirable. Lastly, growth in our digital
business relative to in-store sales may result in dilution of
operating margin and profit due to higher delivery expenses
incurred in connection with digital sales. Furthermore, if our
digital businesses continue to successfully grow, they may do so in
part by attracting existing customers, rather than new customers,
who choose to purchase products from us online through our
websites rather than from our physical stores, thereby reducing the
financial performance of our store fleet. Further reduction in
consumer traffic as a result of these or any other factors could
have a material adverse effect on our business, consolidated
financial condition or results of operations.
14

Risk
Description
6. Fluctuating costs and inflation
Fluctuations in the price, availability and quality of fabrics and
other raw materials used to manufacture our products, as well as
the price for labor and transportation, may contribute to ongoing
pricing pressures throughout our supply chain. The price and
availability of such inputs to the manufacturing process may
fluctuate significantly, depending on several factors, including
commodity costs (such as higher cotton prices), energy costs (such
as fuel), freight costs, inflationary pressures from emerging
markets, concerns regarding public health crises, increased labor
costs, weather conditions (including risks associated with climate
change) and currency fluctuations.
Moreover, increasing costs of materials and labor due to recent
heightened inflation may materially adversely impact our margins and
results of operations. We have experienced significant inflation in
labor, materials and shipping costs. The Russian invasion of Ukraine
in 2022 has led to economic disruptions, including, but not limited to,
increased inflationary pressures and supply chain constraints, which
have negatively impacted the global economy. The cost of materials
that are used to manufacture our products can fluctuate, and have
fluctuated, because of inflation and other factors. Inflationary pressure
may also result in decreased demand for our products, increases in
our operating costs (including our labor costs), reduced liquidity, and
limits on our ability to access credit or otherwise raise capital. In
response to the concerns over inflation risk, the U.S. Federal Reserve
raised interest rates multiple times in 2022 and may continue to do so
in the future. Additionally, a majority of the merchandise we sell is
manufactured and produced outside of the U.S. and declines in the
value of the U.S. dollar may result in higher costs to manufacture and
produce. Any sudden decreases in the costs for materials may result
in the cost of inventory exceeding the cost of new production, which
could result in lower profitability, particularly if these decreases cause
existing inventory downward price pressures that we are not able to
control. If, in the future, there is volatility in the costs for materials
and labor that we are unable to offset through price adjustments or
improved efficiencies, our business, results of operations, financial
condition and cash flows may be adversely affected.
7. Impairment charges
Significant negative industry or general economic trends, changes in
customer demand for our products, disruptions to our business and
unexpected significant changes or planned changes in our operating
results or use of long-lived assets (such as boutique relocations or
discontinuing use of certain boutique fixtures) have resulted in and
may in the future result in impairments to goodwill, intangible assets
and other long-lived assets.
15

Risk
Description
8. Fluctuating comparable sales and
operating results
Our comparable sales and overall operating results have fluctuated in
the past and are expected to continue to fluctuate in the future. In
addition to other risk factors discussed in this ‘‘Risks Related to
General Economic Conditions’’ section, a variety of factors affect
comparable sales and operating results, including concerns regarding
public health crises, changes in fashion trends, changes in our
merchandise mix, customer acceptance or rejection of merchandise
offerings, the timing of marketing activities, calendar shifts of holiday
periods, the periodic impact of a fifty-three-week fiscal year, climate
risks including weather conditions impacting our supply chain,
political or social unrest and general economic conditions. In addition,
our ability to address the current challenges of sustained declining
store traffic combined with a highly promotional retail environment
may impact our comparable sales, operating results and ability to
maintain or gain market share. Past comparable sales or operating
results are not an indicator of future results. For example, see above
in ‘‘COVID-19 pandemic.’’
Risks Related to Omnichannel Operations
Our omnichannel operations (including our websites and catalogs) are a critical part of our customers’
overall experience with our brands and will be a significant contributor to our future business growth and
profitability. Our inability or failure to successfully manage and maintain those operations could materially and
adversely impact our results of operations. Specific risks include, but are not limited to, the following:
Risk
Description
9. Reliance on technology
Our brands’ websites and select systems, including our
integrated inventory management system, are heavily dependent
on technology, which creates numerous risks including
unanticipated operating problems, system failures, rapid
technological change, failure of technology to operate the
websites and systems as anticipated, reliance on third-party
computer hardware and software providers, computer viruses,
telecommunication failures, liability for online content, systems
and data breaches, denial of service attacks, spamming,
phishing attacks, computer hackers and other similar
disruptions. Our failure to successfully assess and respond to
these risks could negatively impact sales, increase costs, inhibit
our ability to acquire new customers and damage the reputation
of our brands.
10. Reliance on the U.S. Postal Service and
other shipping vendors
We utilize shipping vendors to support our operations and
fulfillment. Any significant increase in shipping costs and
delivery times, or reductions in service could impair our ability
to deliver merchandise in a timely or economically efficient
manner. Postal rate increases or a delay or reduction in service
could affect the cost or timeliness of our order fulfillment and
catalog and promotional mailings. We use the U.S. Postal
Service to mail millions of catalogs each year to educate our
customers about our products, acquire new customers, drive
customers to our boutiques and websites and promote catalog
sales. We rely on discounts from the basic postal rate structure,
such as discounts for bulk mailings and sorting. The Company
experienced delays in U.S. Postal Service deliveries in recent
years and expects such delays to persist.
16

Risks Related to Information Technology Systems
In addition to the dependence of our retail websites and other systems on technology as discussed above, we
also rely on various information technology systems to manage our overall operations, and failure of those
systems to operate as expected or a significant interruption in service could materially adversely impact our
consolidated financial condition and results of operations. Risks include, but are not limited to, the following:
Risk
Description
11. Disruptions while maintaining current
systems or difficulties in integrating new
systems
We and third-party providers on whom we rely regularly
maintain, upgrade, enhance or replace our websites and
information technology systems to support our business
strategies and provide business continuity. Replacing legacy
systems with successor systems, making changes to existing
systems, acquiring new systems with new functionalities,
changing to multiple systems simultaneously, executing
oversight of vendor issues and maintaining adequate internal
staffing have inherent risks including disruptions, delays, gaps
in functionality, user acceptance, adequate user training or other
difficulties that may impair the effectiveness of our information
technology systems. Additionally, if such information
technology systems fail to operate or are unable to support our
growth, our store operations and websites could be severely
disrupted, and we could be required to make significant
additional expenditures to remedy any such failure.
12. Cybersecurity and Data Privacy
Our business involves the storage and/or transmission of
customers’ personal information, shipping preferences and
credit card information, as well as confidential information
regarding our business, employees and third parties. In addition,
as part of our acceptance of customers’ debit and credit cards
as forms of payment, we are required to comply with the
Payment Card Industry Data Security Standards (‘‘PCI’’).
Because we have access to, collect or maintain information
about our customers, the protection of that data is critical to our
business. The regulatory environment surrounding information
security and privacy continues to evolve, can vary significantly
by country and presents compliance challenges, all of which
increase our costs, impact our competitiveness, and can expose
us to substantial fines or other penalties. In addition, new laws
increasingly are giving customers the right to control how their
personal data is used. For example, our failure to comply with
the obligations of the European Union’s General Data
Protection Regulation (‘‘GDPR’’) could result in significant
penalties in the future, which could have a material adverse
effect on our business and results of operations. In addition, the
State of California adopted the California Consumer Privacy
Act of 2018 (‘‘CCPA’’) and the California Privacy Rights Act
of 2020 (‘‘CPRA’’), which regulates the collection and use of
consumers’ data. Complying with GDPR, CCPA, CPRA and
similar U.S. federal and state laws, including state privacy laws
and a potential federal privacy law, could also cause us to incur
substantial costs, forego a substantial amount of revenue or be
subject to business risks associated with system changes and
new business processes.
17

Risk
Description
12. Cybersecurity and Data Privacy, cont.
We are also subject to cybersecurity risks, which we may not
be able to anticipate or prevent because of the rapidly evolving
types of cyber-attacks. Actual or anticipated attacks may cause
us to incur increased costs including costs to deploy additional
personnel and protection technologies, train employees and
engage third-party experts and consultants.
While we have implemented measures reasonably designed to
prevent security breaches, cyber incidents and privacy
violations, and while we have taken steps to comply with PCI,
GDPR, CCPA, CPRA and other applicable laws, those
measures may not be effective, and we may experience
significant security breaches, cyber incidents and privacy
violations in the future. A significant cyber breach or incident
or privacy violation through any means, including indirectly
through third-party service providers and vendors, could result
in the loss or misuse of data and could result in significant
fines and penalties(resulting from, among other things,
regulatory action), damages, loss of business, legal expenses
(resulting from, among other things, litigation), remediation
costs, reputational damage or loss of our ability to accept debit
and credit cards as forms for payment. A significant cyber
breach or incident or a privacy violation could also result in
other negative consequences related to our competitiveness or
could lead to costs that are not covered by insurance. In
addition, changes in laws or regulations, (including the
finalization of proposed cybersecurity regulatory rules) the PCI
standards or technology, could result in increased expenses due
to system or administrative costs.
In addition, having a portion of our workforce working
remotely has amplified certain risks to our business, including
increased demand on our information technology resources and
systems, increased phishing, business email compromise and
other cybersecurity attacks, including increased introduction of
malware, and an increase in the number of points of potential
attack, such as laptops and mobile devices to be secured (both
of which are now being used in increased numbers). Any
failure to effectively manage these risks, including to timely
identify and appropriately respond to any cyberattacks or other
disruption to our technology infrastructure, may adversely affect
our business, consolidated financial performance and results of
operations.
18

Risks Related to Sourcing and Distribution Strategies
Our sourcing and distribution strategies are subject to numerous risks that could materially adversely impact
our consolidated financial condition and results of operations. These risks include, but are not limited to, the
following:
Risk
Description
13. Reliance on foreign sources of production
The majority of the merchandise we sell is produced outside the
United States. As a result, our business remains subject to the
various risks of doing business in foreign markets and importing
merchandise from abroad, such as: geo-political instability,
non-compliance with the Foreign Corrupt Practices Act and other
anti-corruption laws and regulations, potential changes to the
United States-Mexico-Canada Agreement and other international
trade agreements, imposition of new legislation relating to import
quotas, imposition of new or increased duties, taxes, or other
charges on imports, foreign exchange rate challenges and pressures
presented by implementation of monetary policy by the Federal
Reserve and other international central banks, challenges from
local business practices or political issues, manufacturing and
transportation disruptions, our shift to a predominantly FOB (free
on board) shipping structure rather than predominantly DDP
(delivered duty paid), natural disasters and weather conditions due
to the effect of climate change or other reasons, public health
crises, customer activism related to our use of particular foreign
markets, delays in the delivery of cargo due to port security
considerations or government funding; seizure or detention of
goods by U.S. Customs authorities, or a reduction in the
availability of shipping sources caused by industry consolidation or
other reasons. We source a substantial portion of our merchandise
from Asia, including Vietnam and China. A reduction in the
number of foreign suppliers, through bankruptcy or otherwise, or
any change in exchange rates, labor laws or policies affecting the
costs of goods in Asia could negatively impact our merchandise
costs and the timely availability of the desired amount of
merchandise. Furthermore, delays in production or shipping
product, whether due to work slow-downs, work stoppages,
strikes, port congestion, labor disputes, product regulations and
customs inspections, public health crises or other factors, could
also have a negative impact on our merchandise costs and the
timely availability of the amount of merchandise we need.
Our supply chain could be disrupted or delayed by the impact of
global health endemics or pandemics, such as has been the case
during the COVID-19 pandemic, and the related government and
private sector responsive actions thereto, including, but not limited
to, border closures, restrictions on product shipments, and travel
restrictions. During fiscal 2022, Vietnam and China sourced
product accounted for approximately 36% and 30% of our
merchandise cost. If we experience significant additional supply
chain disruptions in China or other countries from which we
source our products, we may not be able to develop alternate
sourcing quickly and/or on favorable terms, if at all, which could
result in increased costs, loss of sales and loss of customers, and
adverse impacts on our margins and results of operation.
19

Risk
Description
13. Reliance on foreign sources of
production, cont.
Further, there have been ongoing discussions, commentary and
governmental actions regarding potentially significant changes
to the United States trade policies, treaties, tariffs and taxes,
including trade policies and tariffs regarding China. Tariffs
imposed on Chinese origin goods under Section 301 in 2018
and 2019 largely continue to be in place today and range from
10% to 25% on certain Chinese-made imported products. While
the Office of the United States Trade Representative (‘‘USTR’’)
issued exclusions to Section 301 tariffs for certain products,
most exclusions expired in December 2021, and have not been
re-issued.
These tariffs, as well as any additional tariffs, may result in lower
gross margins on affected products or could require us to increase
prices, which may impact customer demand for our products.
There is significant uncertainty about the future relationship
between the United States, on the one hand, and China and other
countries, on the other hand, with respect to the trade policies,
treaties, taxes, government regulations and tariffs that would be
applicable. It is unclear what changes might be considered or
implemented and what response to any such changes may be by
the governments of other countries. Significant tariffs or other
restrictions placed on Chinese imports and any related
counter-measures that are taken by China could have an adverse
effect on our consolidated financial condition or results of
operations. Other tariff risks include increased enforcement of
intellectual property (IP) rights under Section 301 of the Trade Act
of 1974 (the ‘‘Trade Act’’). For example, the USTR conducts a
review to identify countries that deny adequate and effective
protection of IP or deny fair and equitable market access to U.S.
persons who rely on IP protection and the U.S. Customs and
Border Protection has increasingly been enforcing laws related to
the prevention of forced labor in importers’ supply chains, with
focus on certain commodities such as cotton. Even in the absence
of further tariffs, the related uncertainty and the fear of an
escalating trade war might create forecasting difficulties for us and
cause our customers and business partners to place fewer orders
for our products, which could have a material adverse effect on
our business, liquidity, consolidated financial condition, and/or
results of operations. These developments, or the perception that
any of them could occur, may have a material adverse effect on
global economic conditions and the stability of global financial
markets, and may significantly reduce global trade and, in
particular, trade between these applicable nations and the United
States. Any of these factors could depress economic activity,
restrict our access to suppliers or customers and have a material
adverse effect on our business, consolidated financial condition
and results of operations and affect our international strategies.
20

Risk
Description
13. Reliance on foreign sources of
production, cont.
Given the relatively fluid regulatory environment in China and
the United States and relative uncertainty with respect to tariffs,
international trade agreements and policies, a trade war, further
governmental action related to tariffs or international trade
policies, or additional tax or other regulatory changes in the
future could directly and adversely impact our consolidated
financial condition and results of operations.
14. Our suppliers’ inability to provide quality
goods in a timely manner
We are subject to risk because we do not own or operate any
manufacturing facilities and depend on independent third parties
to manufacture our merchandise. A key supplier may become
unable to address our manufacturing needs for a variety of
reasons. If we were unexpectedly required to change suppliers
or if a key supplier were unable to supply quality merchandise
in sufficient quantities on acceptable terms, we could
experience a significant impact to the supply or cost of
merchandise. For example, see above in ‘‘COVID-19
pandemic.’’
15. Reliance upon one supplier
Approximately 14% of total purchases in fiscal 2022 and 2021,
respectively, were made from one supplier, and we cannot
guarantee that this relationship will be maintained in the future
or that the supplier will continue to be available to supply
merchandise. Since we have no material long-term or exclusive
contract with any apparel or accessory manufacturer or supplier,
our business depends on our network of suppliers and our
continued good relations with them. As a result, the sudden loss
of this or another key supplier or any disruptions in their ability
to supply us with merchandise could adversely impact our
business, consolidated financial condition and results of
operations. Moreover, we may not be able to find replacement
suppliers in a timely fashion or on commercially reasonable
terms, which may have an adverse impact on our consolidated
financial condition and results of operations.
16. Our suppliers’ failure to implement
acceptable labor practices
We are committed to managing a responsible supply chain, and in
support of such commitment have adopted our Global Vendor
Code of Conduct, which is based on internationally-accepted labor
standards and guidance, including the International Labour
Organization’s fundamental conventions and The United Nations
Guiding Principles on Business and Human Rights and reflects the
minimum requirements our suppliers and each of the value chains
partners (which includes without limitation, factories, mills,
laundry facilities and raw materials providers) must meet in
connection with the sourcing of raw materials and manufacture of
our merchandise. To support supplier adherence to this
commitment, we have an ‘‘Open Door and Ethics Hotline’’ for
reporting suspected violations and have also engaged the services
of third-party audit firms to monitor compliance with these
requirements. Failure to adhere to our requirements or chronic
noncompliance, may result in required remediation and/or
termination of our relationship with a supplier or value chain
partner, which in turn could have a material adverse impact on our
operations, financial condition and results of operations.
21

Risk
Description
16. Our suppliers’ failure to implement
acceptable labor practices, cont.
With the recent developments associated with the Uyghur
Forced Labor Prevention Act (‘‘UFLPA’’), US Customs and
Border Protection has been tasked with reinforcing laws related
to the prevention of forced labor associated with imported
goods, especially in goods containing cotton, such as apparel.
In doing so, expectations for our suppliers have increased and
not all of our independent suppliers may be in complete
compliance with our guidelines at all times. The violation of
labor or other laws by any of our key independent suppliers or
the divergence of an independent supplier’s labor practices from
those generally accepted by us as ethical is not accepted and
could interrupt or otherwise disrupt the shipment of finished
merchandise or damage our reputation, which may also have a
material adverse impact on our operations, financial condition
and results of operations.
17. Reliance on one location to distribute
goods for our brands
With minor exceptions, the distribution functions for all of our
brands are handled from our DC in Winder, Georgia and a
significant interruption in the operation of that facility due to
public health crises, changes to existing systems, use of other
facilities, natural disasters, severe weather, accidents, system
failures, cybersecurity incidents, capacity constraints or other
unforeseen causes could delay or impair our ability to distribute
merchandise to our stores and/or fulfill online or catalog orders.
Other Risks Factors
Our business is subject to numerous other risks that could materially adversely impact our consolidated
financial condition and results of operations. These risks include, but are not limited to, the following:
Risk
Description
18. The terms of our Credit Agreement may
restrict our current and future operations,
which could adversely affect our ability to
respond to changes in our business or manage
our operations, and it may be difficult to
replace our credit facility
Our Credit Agreement, as amended and extended in February
2022, contains customary representations, warranties, and
affirmative covenants, as well as customary negative covenants,
that, among other things restrict, subject to certain exceptions, the
ability of the Company and certain of its domestic subsidiaries to:
(i) incur liens, (ii) make investments, (iii) issue or incur additional
indebtedness, (iv) undergo significant corporate changes, including
mergers and acquisitions, (v) make dispositions, (vi) make
restricted payments, (vii) prepay other indebtedness and (viii) enter
into certain other restrictive agreements. The Company may pay
cash dividends and repurchase shares under its share buyback
program, subject to certain thresholds of available borrowings
based upon the lesser of the aggregate amount of commitments
under the Credit Agreement and the borrowing base (the ‘‘Loan
Cap’’), determined after giving effect to any such transaction or
payment, on a pro forma basis. The ability of the Company to
comply with these provisions may be affected by events beyond
our control. Failure to comply with these covenants could result in
an event of default which, if not cured or waived, could accelerate
the Company’s repayment obligations. Also, the inability to obtain
new credit on commercially reasonable terms in the future when
this facility expires could adversely impact our liquidity and results
of operations. In addition, market conditions could potentially
impact the size and terms of a replacement facility or facilities.
22

Risk
Description
19. War, terrorism, public health crises or
other catastrophes
In the event of war (such as the military conflict between
Russia and Ukraine), acts of terrorism or the threat of terrorist
attacks, public health crises, climate risks and weather
catastrophes or other events outside of our control, consumer
spending could significantly decrease for a sustained period. In
addition, local authorities or shopping center management could
close stores in response to any immediate security concern,
public health concern or weather catastrophe such as
hurricanes, earthquakes or tornadoes. Any of these disruptions
or other events outside of our control could affect our business
negatively, harming our operating results.
Similarly, war, acts of terrorism, threats of terrorist attacks,
public health crises or a weather catastrophe, including those
caused by climate change, could severely and adversely affect
our Fort Myers campus, our DC, or our entire supply chain. If
any of our facilities, including our DC, our Company-operated
or franchised stores or the facilities of our suppliers or
third-party service providers are affected by a natural disaster,
public health crisis (such as a pandemic and epidemic),
terrorism, war, political instability or other conflict, or other
events outside of our control, our business and operating results
could be negatively impacted. For example, see above in
‘‘COVID-19 pandemic.’’
20. Our inability to protect our brands’
reputation
Our ability to protect our brands’ reputations is an integral part
of our general success strategy and is critical to the overall
value of the brands. If we fail to maintain high standards for
merchandise quality and integrity in our business conduct or
fail to address other risk factors, including threats to data,
privacy and cybersecurity, such failures could jeopardize our
brands’ reputations. Consumers value readily available
information from social media and other sources concerning
retailers and their goods and services and many times act on
such information without further investigation into its accuracy.
Any negative publicity or claims, whether true or not, may
affect our reputation and brand and, consequently, reduce
demand for our merchandise, decrease customer and investor
loyalty and affect our vendor relationships, which would have
an adverse impact on our business, consolidated financial
condition and results of operations.
The way we address ESG matters and the perceived success of
our ESG actions may impact the value of our brands. There has
been increasing stakeholder and regulatory focus on ESG
matters affecting public companies, including ours.
Expectations regarding ESG disclosures, setting and executing
ESG-related goals and timely achieving measurable progress in
these areas could expose us to market, operational and
execution costs or risks. We expect that stakeholder
expectations, as well as laws, rules and regulations, in these
areas will continue to evolve quickly, which may result in the
need for increased resources for ESG monitoring and reporting
and adjustments to our operations may be necessary.
23

Risk
Description
20. Our inability to protect our brands’
reputation, cont.
Additionally, the goals we set, and the data we disclose, may
influence the value of our brands. By electing to publicly share
our metrics and expand our disclosures, our ESG activities may
face increased scrutiny. We have committed to certain ESG
initiatives and goals, which may be difficult and expensive to
implement, and the technologies needed to implement them
may not be cost effective and may not advance at a sufficient
pace. In addition we could face scrutiny with respect to the
accuracy, adequacy or completeness of our ESG related
disclosures. Moreover, disclosures about our ESG-related
initiatives or goals, and progress against those goals, may be
based on standards for measuring progress that are still
developing, internal controls and processes that continue to
evolve, and assumptions or third-party information that we
believe to be reasonably but are subject to change in the future.
We could also be subject to scrutiny with respect to the scope
or nature of our ESG-related initiatives or goals, or for any
revisions to those goals. If our ESG-related data, processes and
reporting are incomplete or inaccurate, or if we fail to achieve
progress with respect to these initiatives or goals on a timely
basis, or at all, our reputation and the value of our brands could
be adversely affected. Any harm to our reputation resulting
from setting ESG-related metrics, expanding our disclosures on
these subjects or our failure or perceived failure to meet such
metrics or disclosures could adversely affect our business,
financial performance, and growth.
21. Our business could be impacted as a
result of actions by activist shareholders or
others
From time to time, we may be subject to legal and business
challenges in the operation of our Company due to proxy
contests, consent solicitations, shareholder proposals, media
campaigns and other such actions instituted by activist
shareholders or others. In the event of shareholder activism,
particularly with respect to matters which the Board, in
exercising its fiduciary duties, disagree with or have determined
not to pursue, our business could be adversely affected because
responding to such actions is costly and time-consuming,
disruptive to our operations, may not align with our business
strategies and may divert the attention of our Board and
management from the pursuit of current business strategies.
Perceived uncertainties as to our future direction or changes to
the composition of our Board as a result of shareholder
activism may lead to the perception of instability in the
organization and its future and may make it more difficult to
attract and retain qualified personnel, business partners and
customers.
22. Disadvantageous lease obligations and
commercial retail consolidation
We have, and will continue to have, significant lease
obligations. If an existing or future store is not profitable, and
we decide to close it, we may nonetheless be committed to
fulfill our obligations under the applicable lease including
paying the base rent for the balance of the lease term.
Additionally, continued consolidation in the commercial retail
real estate market could affect our ability to successfully
negotiate favorable rental terms for our stores in the future and
24

Risk
Description
22. Disadvantageous lease obligations and
commercial retail consolidation, cont.
could concentrate our leases with fewer landlords who may
then be in a position to dictate unfavorable terms to us due to
their significant negotiating leverage. If we are unable to enter
into new leases or renew or renegotiate existing leases on terms
acceptable to us or be released from our obligations under
leases for stores that we close, this could affect our ability to
profitably operate our stores. Any dispute regarding our leases
may result in litigation with the respective landlord, and any
such dispute could be costly and have an uncertain outcome.
23. Changes to accounting rules and
regulations may adversely affect our financial
results, consolidated financial position and
cash flows
Generally accepted accounting principles and related accounting
pronouncements, implementation guidelines and interpretations
that are relevant to our business, including but not limited to
revenue recognition, leases, impairment of goodwill, intangible
and long-lived assets, inventory, income taxes and litigation, are
highly complex and involve many subjective assumptions,
estimates and judgments. Changes in these rules or their
interpretation or changes in underlying assumptions, estimates
or judgments could significantly change or increase volatility of
our reported or expected financial performance or consolidated
financial condition. See Note 1, to our consolidated financial
statements under the heading ‘‘Recently Issued Accounting
Pronouncements’’ for a description of recently issued
accounting pronouncements, and ‘‘Critical Accounting
Estimates,’’ included in Item 7, ‘‘Management’s Discussion and
Analysis of Financial Condition and Results of Operations’’ for
a discussion of accounting policies considered to be important
to our operational results and consolidated financial condition.
These and other future changes to accounting rules or
regulations could have an adverse impact on our business,
operational results, consolidated financial position and cash
flow presentation.
24. The Company cannot provide any
assurance that in the future the Company will
pay dividends or repurchase stock pursuant to
its share repurchase program
All decisions regarding authorization to pay a dividend on the
Company’s common stock or approve a share repurchase
program will be made by the Board from time to time based on
the Board’s evaluation of the best interests of the Company and
its shareholders. The Board will complete each evaluation based
on a review of the Company’s stock price, future earnings,
consolidated financial condition and other factors deemed
relevant. There is no assurance that the Board will declare
dividends on the Company’s common stock in the future. The
Company’s current share repurchase program authorizes
$300 million in share repurchases of the Company’s common
stock, of which $55.2 million remained authorized for
repurchase under the program as of January 28, 2023. However,
the Company is not obligated to make any purchases under the
share repurchase program and the program may be discontinued
at any time.
25

General Risks Factors
Our business is subject to numerous general risks that could materially adversely impact our consolidated
financial condition and results of operations. These risks include, but are not limited to, the following:
Risk
Description
25. Our ability to retain or recruit qualified
key personnel
Our success and ability to properly manage our business
depends to a significant extent upon our ability to attract,
develop and retain qualified employees, including executive and
senior management and talented merchants. Competition for
talented employees within our industry is intense. In recent
years, we experienced staffing shortages, higher turnover rates
compared with prior years and challenges in recruiting and
retaining qualified employees at all levels of our organization,
including senior management and merchants at our Fort Myers
campus and employees at our DC and throughout our store
fleet. Existing labor shortages and our inability or failure to
recruit and retain such personnel as well as our inability to
implement appropriate succession planning, including the
transition of new executives, particularly at the senior executive
level, could adversely impact our business, financial
performance, reputation, our ability to keep up with the needs
of our customers, ability to compete and overall customer
satisfaction.
26. Our inability to protect our intellectual
property
Although we devote resources to protect our intellectual
property, others may still attempt to imitate our products or
infringe upon our intellectual property rights. Other parties may
also claim that some of our products infringe on their
trademarks, copyrights or other intellectual property rights.
In addition, the intellectual property laws and enforcement
practices in many foreign countries can be substantially
different from those in the U.S. There are also inherent
challenges with enforcing intellectual property rights on third
party e-commerce websites, especially those based in foreign
jurisdictions. We cannot guarantee that such rights are not, or
will not be, infringed.
27. Fluctuations in our tax obligations and
effective tax rate may result in volatility in
our results of operations
We are subject to income and other taxes in local, national and
international jurisdictions. Our tax returns and other tax matters
are also subject to examination by the Internal Revenue Service
and other tax authorities and governmental bodies. These
examinations may challenge certain of our tax positions, such
as the timing and amount of deductions and allocations of
taxable income to various jurisdictions. The results of any tax
audits could adversely affect our consolidated financial results.
Furthermore, our effective tax rate in a given period may be
materially impacted by changes in the mix and level of
earnings by taxing jurisdiction and deductibility of excess
share-based compensation.
26

Risk
Description
28. Stock price volatility
The market price of our common stock has fluctuated substantially
in the past and may continue to do so in the future. Future
announcements or management discussions concerning us or our
competitors, sales and profitability results, quarterly variations in
operating results or comparable sales, updates on our strategic
initiatives, changes in earnings estimates by analysts or the failure
of investors or analysts to understand our business strategies or
fundamental changes in our business or sector, among other
factors, could cause the market price of our common stock to
fluctuate substantially. In addition, stock markets have experienced
periods of significant price or volume volatility in recent years.
This volatility has had a substantial effect on the market prices of
securities of many public companies for reasons frequently
unrelated to the operating performance of the specific companies.
29. Global macro-environment
Our growth is subject to global economic, political, and
geopolitical risks. Our operations and the execution of our business
plans and strategies are subject to the effects of global economic
trends, geopolitical risks and demand or supply shocks from events
such as war or international conflict, a major terrorist attack,
natural disasters or actual or threatened public health emergencies
(such as COVID-19, including virus variants and resurgences and
responses to those). They are also affected by local and regional
economic environments, supply chain constraints and policies in
the United States and other markets that we serve, including
factors such as continued inflationary pressures in many markets
or continued increases in interest rates from recent historic lows.
We could face difficulty in paying off long-term debt, stagnant
economic growth rates, issues regarding the availability of skilled
labor, a constrained monetary policy, unfavorable exchange rates,
and currency volatility. For example, ongoing inflationary
pressures have caused, and may continue to cause, many of our
material and labor costs to increase, which can adversely affect our
profitability and cash flows, particularly when we are unable to
increase customer pricing to offset such pressures. At the same
time, Russia’s invasion of Ukraine and the related political and
economic consequences, such as sanctions and other measures
imposed by the European Union, the United States and other
countries and organizations related to Russia in response, have also
caused, and may continue to cause, disruption and instability in
global markets, in supply chains, and in industries that may
negatively impact our business, our financial condition, and our
results of operations. Further deterioration of economic conditions
or outlooks, such as lower economic growth, recession or fears of
recession in the United States, China, Europe, or other key
markets, may adversely affect the demand for, or profitability, of
our products. In addition, political changes and trends, such as
protectionism, as well as tariffs, export controls, restrictions on
trade barriers, sanctions, or changes to tax or other laws and
policies, may be disruptive and costly to our business; such can
interfere with our global operating model, supply chain, production
costs, customer relationships, and competitive position. Further
escalation of any specific trade tensions could be harmful to our
global economic growth or to our business in or with other
customers in other countries.
27

Risk
Description
30. Subject to laws, regulation and
government policies
We are subject to a wide variety of laws, regulations, and
government policies (including those of U.S. federal and state
governments, as well as of non-U.S. entities) that may change
in significant ways. There can be no assurance that these laws,
regulations, and policies will not be changed, interpreted, or
enforced in ways that will require us to modify our business
and objectives relating to our business operations. In particular,
recent trends globally toward increased protectionism, import
and export controls, required licenses or authorizations to
engage in business dealings with certain countries or entities,
and the use of tariffs and trade barriers can result in actions by
governments around the world that have been, and that may
continue to be, disruptive and costly to our businesses, and that
can interfere with our operations model and thereby weaken our
competitive position. In addition, changes in environmental and
climate change laws, regulations or policies (including, for
example, emission standards) could impact us and could lead to
additional costs, compliance requirements, or otherwise
negatively impact our business or competitive position. Other
legislative and regulatory areas of significance for our
businesses on which U.S. and non-U.S. governments have
focused, and continue to focus, include cybersecurity, data
privacy, anti-corruption, competition law, compliance with trade
controls, and economic sanctions laws. Significant challenges
and changes in these areas could adversely affect our results of
operations, consolidated financial position, and cash flow
presentation.
28

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Stores
At fiscal year-end for 2022, 2021 and 2020 our total consolidated selling square feet was 3.0 million,
3.1 million and 3.1 million, respectively. For a general description of our leases, see Note 1 to our consolidated
financial statements under the heading ‘‘Operating Leases’’ and Note 10 under the heading ‘‘Leases.’’ As of
January 28, 2023, our 1,269 stores were located in 46 states, Puerto Rico and the U.S. Virgin Islands, as follows:
Alabama
18
Maine
3
Ohio
42
Arizona
31
Maryland
35
Oklahoma
12
Arkansas
11
Massachusetts
23
Oregon
14
California
118
Michigan
37
Pennsylvania
65
Colorado
24
Minnesota
25
Rhode Island
4
Connecticut
21
Mississippi
9
South Carolina
31
Delaware
8
Missouri
20
South Dakota
3
Florida
121
Montana
3
Tennessee
30
Georgia
54
Nebraska
8
Texas
117
Idaho
3
Nevada
17
Utah
6
Illinois
50
New Hampshire
6
Virginia
41
Indiana
23
New Jersey
41
Washington
21
Iowa
6
New Mexico
7
West Virginia
2
Kansas
13
New York
45
Wisconsin
13
Kentucky
15
North Carolina
44
U.S. Virgin Islands
1
Louisiana
19
North Dakota
4
Puerto Rico
5
Fort Myers Campus and Distribution Center
Our Fort Myers campus is located on approximately 63 acres in Fort Myers, Florida and consists of
approximately 503,000 square feet of office space of which nearly 50,000 square feet is leased to third parties.
Our DC is located on approximately 110 acres in Winder, Georgia and consists of approximately 550,000 square
feet of distribution, fulfillment, call center and office space.
ITEM 3.
LEGAL PROCEEDINGS
Information regarding legal proceedings is incorporated by reference from Note 13 to the accompanying
consolidated financial statements under the heading ‘‘Commitments and Contingencies.’’
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
29

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the NYSE under the symbol ‘‘CHS.’’ On February 27, 2023, the last reported
sale price of the common stock on the NYSE was $4.95 per share. The number of holders of record of common
stock on February 27, 2023 was 991.
In fiscal 2022, we repurchased 1,758,670 restricted shares in connection with employee tax withholding
obligations under employee compensation plans, of which 3,598 were purchased during the fourth quarter of
fiscal 2022.
The following table sets forth information concerning our purchases of common stock for the periods
indicated (amounts in thousands, except share and per share amounts):
Period
Total
Number of
Shares
Purchased
(a)
Average Price
Paid per
Share
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans
(b)
Approximate
Dollar Value of
Shares that May
Yet Be
Purchased Under
the Publicly
Announced Plans
October 30, 2022 – November 26, 2022 . . . . . . . . . .
3,598
$5.79
—
$55,192
November 27, 2022 – December 31, 2022. . . . . . . . .
—
—
—
55,192
January 1, 2023 – January 28, 2023. . . . . . . . . . . . . .
—
—
—
55,192
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,598
$5.79
—
$55,192
(a)
Total number of shares purchased consists of 3,598 shares of restricted stock repurchased in connection with employee tax withholding
obligations under employee compensation plans, which are not purchases under any publicly announced plan.
(b)
In November 2015, we announced a $300 million share repurchase authorization for the Company’s common stock. We did not
repurchase any of the Company’s common stock during fiscal years 2022, 2021 and 2020 under the Company’s share repurchase
authorization. As of January 28, 2023, $55.2 million remains authorized for repurchase under the share repurchase program. The
repurchase program has no specific termination date and will expire when we have repurchased all securities authorized for repurchase
thereunder, unless terminated earlier by our Board of Directors (‘‘Board’’). The Company has no continuing obligation to repurchase
shares under this authorization, and the timing, actual number and value of any additional shares to be purchased will depend on the
performance of our stock price, market conditions and other considerations.
In April of 2020, the Company suspended its quarterly dividend to reinforce its financial position and
liquidity. Any determination to pay future dividends will be made by the Board of Directors based on an
evaluation of our stock price, future earnings, financial condition and other factors deemed relevant by the Board.
30

Five Year Performance Graph
The following graph compares the cumulative total return on our common stock with the cumulative total
return of the companies in the Standard & Poor’s (‘‘S&P’’) 500 Index and the S&P 500 Apparel Retail Index.
Cumulative total return for each of the periods shown in the Performance Graph is measured assuming an initial
investment of $100 on February 3, 2018 and the reinvestment of dividends.
02/03/18
02/02/19
02/01/20
01/30/21
01/29/22
01/28/23
Chico’s FAS, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$100
$ 64
$ 47
$ 28
$ 56
$ 66
S&P 500 Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
100
121
142
172
161
S&P 500 Apparel Retail Index . . . . . . . . . . . . . . . . . .
100
113
132
144
159
190
ITEM 6.
[RESERVED]
31

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the consolidated financial
statements and notes thereto. References herein to ‘‘Notes’’ refer to the Notes to our consolidated financial
statements. Each of the periods presented had fifty-two weeks.
Executive Overview
Chico’s FAS is a Florida-based fashion company founded in 1983 on Sanibel Island, Florida. The Company
reinvented the fashion retail experience by creating fashion communities anchored by service, which put the
customer at the center of everything we do. As one of the leading fashion retailers in North America, Chico’s
FAS is a company of three unique brands operating under the Chico’s, White House Black Market (‘‘WHBM’’)
and Soma brand names - each thriving in their own white space, founded by women, led by women, providing
solutions that millions of women say give them confidence and joy. We sometimes refer to our Chico’s and
WHBM brands collectively as our ‘‘Apparel Group.’’ Our distinct lifestyle brands typically serve the needs of
fashion-savvy women with household incomes in the moderate-to-high income level. We strive to deliver
outstanding and personalized service to our customers through our trademark ‘‘Most Amazing Personal Service’’
standard. We earn revenue and generate cash through the sale of merchandise in our domestic retail stores, our
various Company-operated e-commerce websites, our call center (which takes orders for all of our brands),
through unaffiliated franchise partners and through third-party channels. As of January 28, 2023, we operated
1,269 stores across 46 states, Puerto Rico and the United States (‘‘U.S.’’) Virgin Islands, and sold merchandise
through 58 international franchise locations in Mexico and 2 domestic airport locations.
We utilize an integrated, omnichannel approach to managing our business. We want our customers to
experience our brands holistically and to view the various retail channels we operate as a single, integrated
experience rather than as separate sales channels operating independently. This approach allows our customers to
browse, purchase, return or exchange our merchandise through whatever sales channel and at whatever time is
most convenient. As a result, we track total sales and comparable sales on a combined basis.
Business Highlights
The Company’s fiscal 2022 business highlights include:
•
Consistent strong results: Chico’s FAS posted $0.88 net income per diluted share for fiscal 2022, an
increase of 138% over last year, driven by strong comparable sales growth, significant gross margin
expansion and diligent expense control.
•
Powerful portfolio performance: For fiscal 2022, total Chico’s FAS net sales grew 18.3% and
comparable sales increased 19.6% versus last year, led by the Company’s Apparel Group. Chico’s and
WHBM comparable sales grew 30.8% and 25.7%, respectively, in fiscal 2022 versus last year.
•
Continued customer growth: Elevated products, strategic marketing efforts, and our relaunched
loyalty programs continued to drive more customers to the Company’s brands, with total year-over-year
customer count up mid-single digits, spend per customer up over last year and the average age of new
customers continuing to trend younger.
•
Meaningful gross margin improvement: Occupancy leverage, higher average unit retail and lower
inbound air freight drove 240 basis points of gross margin improvement during the year.
•
Diligent expense management: Continued disciplined expense control and a lean cost structure led to
50 basis points of selling, general and administrative expense (‘‘SG&A’’) leverage in fiscal 2022.
•
Solid operating income: Fiscal 2022 income from operations was $142 million, or 6.6% of net sales,
compared to $67 million, or 3.7% of net sales, in the prior year. Year-over-year operating income more
than doubled, driven by strong sales and gross margin performance and expense control.
•
Strong balance sheet: The Company ended the fourth quarter with $178 million in cash and
marketable securities, after repaying $50 million of long-term debt during the year.
32

Financial Results
Income per diluted share for fiscal 2022 was $0.88 compared to $0.37 in fiscal 2021 and a loss per diluted
share of $3.11 in fiscal 2020.
Current Trends
Retail is an inherently volatile business, subject to the ups and downs in the economic landscape. We
continually monitor that landscape and work to assure we are meeting our customers’ demands with the right
balance and styles of inventory and accommodating their evolving shopping preferences. Over the last several
years, we have made meaningful investments to transform our Company into a digital-first enterprise,
fast-tracking numerous innovation and technology investments across all three brands. We offer our customers
the ability to shop through three powerful platforms – digital, stores, and our social stylists. Our customers have
proven to be resilient, and our multi-channel customers are especially valuable to us, spending three times more
than single-channel customers.
The Company remains confident that it currently has sufficient liquidity to repay its obligations as they
become due for the foreseeable future as the Company continues to drive operational efficiency and effectiveness
and maintains a lean cost structure. As our cash flow continues to grow, we expect our financial position to
strengthen. In addition to funding strategic investments, we believe our cash flow will allow us to navigate
during an uncertain macroeconomic environment. We believe growing our cash flow base will continue to permit
us to invest in our long-term strategic plan and, although we are seeing some pressure on SG&A, we expect
ongoing investment to support profitable future growth.
Fiscal 2023 Outlook
For the fiscal 2023 first quarter the Company currently expects:
•
Consolidated net sales of $535 million to $550 million;
•
Gross margin rate as a percent of net sales of 41.3% to 41.8%;
•
SG&A as a percent of net sales of 32.8% to 33.3%;
•
Effective income tax rate of 25%; and
•
Earnings per diluted share of $0.26 to $0.30.
For the fiscal 2023 full year the Company currently expects:
•
Consolidated net sales of $2,220 million to $2,250 million;
•
Gross margin rate as a percent of net sales of 39.4% to 39.8%;
•
SG&A as a percent of net sales of 33.0% to 33.4%;
•
Effective income tax rate of 26%;
•
Earnings per diluted share of $0.79 to $0.91; and
•
Capital and cloud-based expenditures of approximately $80 million to $90 million.
Key Performance Indicators
In assessing the performance of our business, we consider a variety of key performance and financial
measures to evaluate our business, develop financial forecasts and make strategic decisions. These key measures
include liquidity, comparable sales, gross margin as a percent of sales, operating income as a percent of sales,
diluted income (loss) per share and return on net assets (‘‘RONA’’). The following describes these measures.
Liquidity
Liquidity is measured through cash flow, which is the measure of cash provided by or used in operating,
investing and financing activities. Through strong sales performance, cost control, appropriate inventory
management, and other actions, our cash position, total liquidity and operating cash flow remain strong,
providing us with flexibility to manage the business and make investments to further propel our growth.
33

Comparable Sales
Comparable sales is an omnichannel measure of the amount of sales generated from products the Company
sells directly to the consumer relative to the amount of sales generated in the comparable prior-year period.
Comparable sales is defined as sales from stores open for the preceding twelve months, including stores that
have been expanded, remodeled or relocated within the same general market and includes online, catalog and
international sales. The comparable sales calculation excludes the negative impact of stores closed four or more
days. The Company has historically viewed comparable sales as a key performance indicator to measure the
performance of our business, however, we are not providing full year comparable sales figures for fiscal 2021
compared to fiscal 2020 and fiscal 2020 compared to fiscal 2019 as we believe it is not a meaningful measure
due to varying degrees of business disruptions and periods of store closures and/or stores operating at reduced
hours as a result of the pandemic during fiscal 2020.
Gross Margin as a Percentage of Net Sales
Gross margin as a percentage of net sales is computed as gross margin divided by net sales. We believe
gross margin as a percentage of net sales is a primary metric to measure the performance of our business as it is
used to determine the value of incremental sales, and to guide pricing and promotion decisions.
Operating Income as a Percentage of Net Sales
Operating income as a percentage of net sales is computed as operating income divided by net sales. We
believe operating income is the primary metric to measure the overall health of our business and how efficiently
the company can generate cash from our business operations.
Diluted Income (Loss) per Share
Income (loss) per share is determined using the two-class method when it is more dilutive than the treasury
stock method. Basic income (loss) per share is computed by dividing net income (loss) available to common
shareholders by the weighted-average number of common shares outstanding during the period, including
participating securities. Diluted income (loss) per share reflects the dilutive effect of potential common shares
from non-participating securities such as stock options, performance stock units and restricted stock units.
Whereas basic income (loss) per share serves as an indicator of the Company’s profitability, we believe diluted
income (loss) per share is a primary metric provided it gauges the Company’s quality of income (loss) per share
assuming all potential common shares from non-participating securities are exercised.
Return on Net Assets
RONA is defined as (a) net income (loss) divided by (b) the ‘‘five-point average’’ (based on balances at the
beginning of the first quarter plus the final balances for each quarter of the fiscal year) of net working capital
less cash and marketable securities plus fixed assets. We believe RONA is a primary metric as it helps to
determine how well the Company is utilizing its assets. As such, a higher RONA could indicate that the
Company is using its assets and working capital efficiently and effectively.
Exit of Canada Frontline Operations
On July 30, 2020, Chico’s FAS Canada, Co., an immaterial subsidiary of the Company, filed for bankruptcy
with the Ontario, Canada office of the Superintendent in Bankruptcy. This action resulted in the permanent
closure of four Chico’s and six WHBM boutiques in Ontario, Canada. In the second quarter of fiscal 2020, we
exited our Canada frontline operations and recorded on a net basis a non-material charge, including the
realization of a cumulative foreign currency translation adjustment.
RESULTS OF OPERATIONS
Net Income (Loss) and Net Income (Loss) Per Diluted Share
For fiscal 2022, the Company reported net income of $109 million, or $0.88 per diluted share, compared to
net income of $46 million, or $0.37 per diluted share for fiscal 2021. Results for fiscal 2021 reflect the legal
settlement charges of $4 million impact on SG&A.
34

Net income for fiscal 2021 was $46 million, or $0.37 per diluted share, compared to a net loss for fiscal
2020 of $360 million, or $3.11 per diluted share. The fiscal 2020 net loss includes approximately $200 million in
significant after-tax non-cash charges as a result of the pandemic. The fiscal 2020 net loss includes the
unfavorable impact of accelerated depreciation charges of approximately $8 million, after-tax, related to our prior
retail fleet optimization plan and Severance Charges of approximately $2 million, after-tax, related to our then
revised organizational structure.
Summary of Significant Non-Cash Charges(1)
Fiscal 2020
Amount(2)
% of Net Sales
(dollars in millions)(2)
Gross margin:
Inventory write-offs(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 55
4.2%
Long-lived store asset impairment(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
1.6
Right of use store asset impairment(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
0.2
Total significant charges impacting gross margin . . . . . . . . . . . . . . . . . . . . . . . . . .
79
6.0
Selling, general and administrative expenses:
Other long-lived asset impairment(3)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
0.6
Other right of use asset impairment(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
0.1
Total charges impacting selling, general and administrative expenses. . . . . . . . . .
10
0.7
Goodwill and intangible impairment charges:
Goodwill impairment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
6.1
Indefinite-lived asset impairment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
2.6
Total goodwill and intangible impairment charges . . . . . . . . . . . . . . . . . . . . . . . . .
114
8.7
Income tax benefit:
Deferred tax asset valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
2.4
Total charges impacting income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
2.4
Total significant non-cash charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$235
17.8%
(1)
All significant charges relate to the impact of the pandemic. Less significant charges that may have been incurred are not reflected in
the table above.
(2)
May not foot due to rounding.
(3)
Presented pre-tax.
(4)
Primarily includes impairment on leasehold improvements at certain underperforming stores.
(5)
Includes impairment on capitalized implementation costs related to our cloud computing arrangements and other technology-related
assets.
Net Sales
The following table depicts net sales by Chico’s, WHBM and Soma in dollars and as a percentage of total
net sales for fiscal 2022, 2021 and 2020:
Fiscal 2022
%
Fiscal 2021
%
Fiscal 2020
%
(dollars in millions)(1)
Chico’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,045
48.7% $ 816
45.1% $ 596
45.0%
WHBM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
638
29.8
516
28.5
376
28.4
Soma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
460
21.5
478
26.4
352
26.6
Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,142
100.0% $1,810
100.0% $1,324
100.0%
(1)
May not foot due to rounding.
35

Net sales for fiscal 2022 increased to $2,142 million from $1,810 million in fiscal 2021. The 18.3% increase
reflects a comparable sales increase of 19.6%, partially offset by the impact of the net 1% decrease in selling
square footage. The 19.6% comparable sales increase was driven by an increase in transaction count and average
dollar sale.
Net sales for fiscal 2021 increased to $1,810 million from $1,324 million in fiscal 2020. This 36.7%
increase primarily reflects fiscal 2020 disruptions related to the pandemic, including temporary store closures and
limited hours, partially offset by 36 permanent store closures since fiscal 2020.
The Company is not providing comparable sales figures for the fiscal 2021 compared to the fiscal 2020, as
we do not believe it is a meaningful measure due to the significant impacts of the pandemic during fiscal 2020.
Cost of Goods Sold/Gross Margin
The following table depicts cost of goods sold and gross margin in dollars and gross margin as a percentage
of total net sales for fiscal 2022, 2021 and 2020:
Fiscal 2022
Fiscal 2021
Fiscal 2020
(dollars in millions)
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,304
$1,146
$1,140
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 838
$ 664
$ 184
Gross margin percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39.1%
36.7%
13.9%
For fiscal 2022, gross margin was $838 million, or 39.1% of net sales, compared to $664 million, or 36.7%
of net sales in the prior year. The 240 basis point increase in gross margin rate primarily reflects occupancy
leverage, higher average unit retail and lower utilization of inbound air freight, partially offset by higher raw
material costs.
For fiscal 2021, gross margin was $664 million, or 36.7% of net sales, compared to $184 million, or 13.9%
of net sales, in fiscal 2020. The year-over-year improvement in gross margin rate primarily reflects improved
leverage of occupancy costs with rising sales, the impact of inventory write-offs and store impairments as a
result of the pandemic in fiscal 2020 as reflected in the Summary of Significant Non-Cash Charges table herein,
and margin expansion as a result of higher full-price sales and less promotional activity, partially offset by
increases in raw materials and freight costs.
36

Selling, General and Administrative Expenses
The following table depicts SG&A, which includes store and direct operating expenses, marketing expenses
and National Store Support Center expenses, in dollars and as a percentage of total net sales for fiscal 2022,
2021 and 2020:
Fiscal 2022
Fiscal 2021
Fiscal 2020
(dollars in millions)
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 696
$ 597
$ 527
Percentage of total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32.5%
33.0%
39.8%
For fiscal 2022, SG&A was $696 million, or 32.5% of net sales, compared to $597 million, or 33.0% of net
sales during the prior year, primarily reflecting ongoing expense management and the impact of $4 million in
pre-tax legal settlement charges in last year’s third quarter.
For fiscal 2021, SG&A was $597 million, or 33.0%, compared to $527 million, or 39.8%, in fiscal 2020.
The decrease in SG&A as a percent of net sales primarily reflects sales leverage and the benefit of cost savings
initiatives.
Income Taxes
The effective tax rate for fiscal 2022, 2021, and 2020 was 21.1%, 23.0% and 21.7%, respectively. The fiscal
2022 effective tax rate primarily reflects a reduction in the valuation allowance due to a decrease in deferred tax
assets and favorable share-based compensation benefit. The fiscal 2021 effective tax rate primarily reflects a rate
differential due to benefits provided under the Coronavirus Aid, Relief and Economic Security (‘‘CARES’’) Act.
The fiscal 2020 effective tax rate primarily reflects a rate differential due to the benefits provided under the
CARES Act, partially offset by the unfavorable impact of the Company’s book goodwill impairment charge and
the valuation allowance against the Company’s deferred tax assets.
Cash, Marketable Securities and Debt
At fiscal 2022 year end, cash and marketable securities totaled $178 million compared to $115 million at
fiscal 2021 year end. Fiscal 2022 year end long-term debt totaled $49 million compared to $99 million at fiscal
2021 year end, reflecting principal reductions of $30 million and $20 million in the third and fourth quarters of
fiscal 2022, respectively.
Inventories
At fiscal 2022 year end, inventories totaled $277 million compared to $323 million at fiscal 2021 year end,
a $46 million, or 14.4%, decrease from the prior year, reflecting a decrease in on-hand inventory of 6.2% and
in-transit inventory of 28.5% due to optimized inventory management and shorter goods in-transit times over the
prior year.
37

Income Tax Receivable
At the end of fiscal 2022, our consolidated balance sheet reflected a $8 million income tax receivable after
collection of $4 million during fiscal 2022, related to the recovery of Federal income taxes paid in prior years
and other tax law changes as a result of the CARES Act.
Liquidity and Capital Resources
Overview
The Company’s material cash requirements include amounts outstanding under operating leases, open
purchase orders for inventory and other operating expenses in the normal course of business, contractual
commitments for future capital expenditures, long-term debt obligations and interest payments on long-term debt.
Our ongoing capital requirements will continue to be primarily for enhancing and expanding our omnichannel
capabilities, including investments in our stores, information technology and supply chain.
In response to the pandemic, the Company took actions to reinforce its financial position and liquidity.
Specific actions include: significantly reducing capital and expense structures; centralizing key functions to create
a nimbler organization to better align costs with expected sales; suspending the quarterly dividend commencing
April 2020; aligning inventory receipts with expected demand; partnering with suppliers and vendors to reduce
operating costs and extend payment terms; and reviewing real estate and actively negotiating with landlords to
deliver rent relief in the form of reductions, abatements and other concessions. In October 2020 and
February 2022, the Company also amended and extended its credit facility to strengthen its liquidity and enhance
its financial stability. The Company anticipates satisfying its material cash requirements from its cash flows from
operating activities, our cash and marketable securities on hand, capacity within our credit facility and other
liquidity options.
The following table summarizes cash flows for fiscal 2022, 2021 and 2020:
Fiscal 2022
Fiscal 2021
Fiscal 2020
(dollars in millions)(1)
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$162
$ 63
$(98)
Net cash (used in) provided by investing activities . . . . . . . . . . . . . . . . . . . . .
(64)
14
34
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . .
(59)
(52)
91
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 38
$ 24
$ 27
(1)
May not foot due to rounding.
Operating Activities
Net cash provided by operating activities in fiscal 2022 was $162 million compared to net cash provided by
operating activities of $63 million for fiscal 2021. The change in net cash provided by operating activities
primarily reflects higher net income, reduced inventory levels and timing of payables.
Net cash provided by operating activities in fiscal 2021 was $63 million compared to net cash used in
operating activities of $98 million for fiscal 2020. The change in net cash provided by operating activities
primarily reflects higher net income and the timing of income taxes and payables, partially offset by elevated
inventories and normalized rent payments and rent settlements.
Investing Activities
Net cash used by investing activities for fiscal 2022 was $64 million compared to net cash provided of
$14 million for fiscal 2021, primarily reflecting a $43 million increase in cash used for transactions of
marketable securities, $29 million increase in purchases of property and equipment, and a decrease in the
proceeds from the sale of certain Corporate assets of $6 million compared to fiscal 2021.
Net cash provided by investing activities for fiscal 2021 was $14 million compared to $34 million for
fiscal 2020, primarily reflecting a $27 million decrease in net proceeds from the transactions of marketable
securities, partially offset by the sale of certain Corporate assets of $8 million.
38

Financing Activities
Net cash used in financing activities for fiscal 2022 was $59 million compared to net cash provided by
financing activities of $52 million in fiscal 2021, primarily reflecting a $50 million payment on borrowings in
fiscal 2022. In fiscal 2022, we received approximately $0.3 million in proceeds from issuing approximately
4 million shares related to employee stock ownership plans.
Net cash used in financing activities for fiscal 2021 was $52 million compared to net cash provided by
financing activities of $91 million in fiscal 2020, primarily reflecting a $50 million payment on borrowings in
fiscal 2021 compared to $107 million in net proceeds from borrowings in fiscal 2020, partially offset by an
$11 million dividend payment in fiscal 2020. In fiscal 2021, we received approximately $0.1 million in proceeds
from issuing approximately 3 million shares related to employee stock ownership plans.
Store and Franchise Activity
During fiscal 2022, we had a net increase of three stores, consisting of 23 Soma net store openings, partially
offset by the closure of 12 Chico’s and eight WHBM stores. As of January 28, 2023, the Company’s franchise
operations consisted of 58 international retail locations in Mexico and two domestic airport locations.
Stores continue to be an important part of our omnichannel strategy, and digital sales are higher in markets where
we have a retail presence, but we intend to optimize our real estate portfolio, reflecting our emphasis on digital and
our priority for higher profitability standards. We will continue to adjust our store base to align with these standards,
primarily as leases come due, lease kickouts are available, or buyouts make economic sense. We closed 24
underperforming locations during fiscal 2022 and ended fiscal 2022 with 1,269 boutiques. The Company anticipates
closing approximately 20 stores in fiscal 2023, which primarily includes underperforming, mall-based Chico’s and
WHBM boutiques. We also plan to invest in refreshing 60 existing locations and opening up to 15 Soma stores in
fiscal 2023. We will continue to evaluate our store base in light of economic conditions and our business strategy and
may adjust the openings and closures as conditions require or as opportunities arise.
Credit Facility
On February 2, 2022, the Company and certain material domestic subsidiaries entered into Amendment No. 2
(the ‘‘Amendment’’) to its credit agreement (as amended, the ‘‘Credit Agreement’’) originally entered into on
August 2, 2018 and amended October 30, 2020, by and among the Company, certain material domestic subsidiaries as
co-borrowers and guarantors, Wells Fargo Bank, National Association (‘‘Wells Fargo Bank’’), as Agent, letter of credit
issuer and swing line lender, and certain lenders party thereto. Our obligations under the Credit Agreement are
guaranteed by the guarantors and are secured by a first priority lien on certain assets of the Company and certain
material domestic subsidiaries, including inventory, accounts receivable, cash deposits, certain insurance proceeds, real
estate, fixtures and certain intellectual property. The Credit Agreement provides for a five-year asset-based senior
secured revolving loan (‘‘ABL’’) and letter of credit facility of up to $285.0 million, maturing February 2, 2027. The
interest rate applicable to Term Secured Overnight Financing Rate (‘‘SOFR’’) Loans drawn under the ABL is equal to
Term SOFR plus 1.60% (subject to a further decrease to Term SOFR plus 1.35% or an increase to Term SOFR plus
1.85% based upon average quarterly excess availability under the ABL). The Credit Agreement also provides for a
$15.0 million first-in last-out (‘‘FILO’’) loan. The interest rate applicable to the FILO is equal to Term SOFR plus
3.60% (subject to a further decrease to Term SOFR plus 3.35% or an increase to Term SOFR plus 3.85% based on
average quarterly excess availability under the FILO). However, for any ABL or FILO with a SOFR interest rate
period of six months, the interest rate applicable to the ABL and FILO is increased by 30 basis points.
The Credit Agreement contains customary representations, warranties and affirmative covenants, as well as
customary negative covenants, that, among other things restrict, subject to certain exceptions, the ability of the
Company and certain of its domestic subsidiaries to: (i) incur liens, (ii) make investments, (iii) issue or incur
additional indebtedness, (iv) undergo significant corporate changes, including mergers and acquisitions, (v) make
dispositions, (vi) make restricted payments, (vii) prepay other indebtedness and (viii) enter into certain other
restrictive agreements. The Company may pay cash dividends and repurchase shares under its share buyback
program, subject to certain thresholds of available borrowings based upon the lesser of the aggregate amount of
commitments under the Credit Agreement and the borrowing base, determined after giving effect to any such
transaction or payment, on a pro forma basis. In addition, the Company must pay a commitment fee per annum
on the unused portion of the commitments under the Credit Agreement.
39

As of January 28, 2023, our outstanding debt consisted of $49 million in net borrowings were outstanding
under the Credit Agreement. Availability under the Credit Agreement is determined based upon a monthly
borrowing base calculation which includes eligible credit card receivables, real estate and inventory, less
outstanding borrowings, letters of credit and certain designated reserves. As of January 28, 2023, the available
additional borrowing capacity under the Credit Agreement was approximately $219 million, inclusive of the
current loan cap of $28 million.
As of January 28, 2023, deferred financing costs of $3 million was outstanding related to the Credit
Agreement, and is presented in other current assets in the accompanying consolidated balance sheets in this
Annual Report on Form 10-K.
Critical Accounting Estimates
The discussion and analysis of our consolidated financial condition and results of operations are based upon
the consolidated financial statements, which have been prepared in accordance with accounting principles
generally accepted in the U.S. The preparation of consolidated financial statements requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure
of contingent assets and liabilities. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions. Management
has discussed the development and selection of these critical accounting policies and estimates with the Audit
Committee of our Board of Directors, and believes the following assumptions and estimates are significant to
reporting our consolidated results of operations and financial position.
Inventory Valuation and Shrinkage
We identify potentially excess and slow-moving inventories by evaluating inventory aging, turn rates and
inventory levels in conjunction with our overall sales trend. Further, inventory realization exposure is identified
through analysis of gross margins and markdowns in combination with changes in current business trends. We
record excess and slow-moving inventories at net realizable value and may liquidate certain slow-moving
inventory through third parties. Historically, the variation of those estimates to actual results is immaterial and
material variation is not expected in the future.
We estimate our expected shrinkage of inventories between our physical inventory counts by using average
store shrinkage experience rates, which are updated on a regular basis. Historically, the variation of those
estimates to actual results is immaterial and material variation is not expected in the future.
Revenue Recognition
Retail sales by our stores are recorded at the point of sale and are net of estimated customer returns, sales
discounts under rewards programs and company issued coupons, promotional discounts and employee discounts.
For sales from our websites and catalogs, revenue is recognized at the point of shipment. Amounts related to
shipping and handling costs billed to customers are recorded in net sales and the related shipping and handling
costs are recorded in cost of goods sold in the accompanying consolidated statements of income (loss). Amounts
paid by customers to cover shipping and handling costs are immaterial.
We sell gift cards in stores, on our Company-operated e-commerce websites and through third parties. Our
gift cards do not have expiration dates. We account for gift cards by recognizing a liability at the time the gift
card is sold. The liability is relieved, and revenue is recognized, for gift cards upon redemption. In addition, we
recognize revenue for the amount of gift cards expected to go unredeemed (commonly referred to as gift card
breakage) under the redemption recognition method. This method records gift card breakage as revenue on a
proportional basis over the redemption period based on our historical gift card breakage rate. We determine the
gift card breakage rate based on our historical redemption patterns. We recognize revenue on the remaining
unredeemed gift cards based on determining that the likelihood of the gift card being redeemed is remote and
that there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions.
All three brands offer a points-based rewards program in which customers earn points based on purchases.
Attaining specified rewards point levels results in the issuance of reward coupons to discount future purchases.
40

As program members accumulate points, we accrue the estimated future liability, adjusted for expected
redemption rates and expirations. The liability is relieved and revenue is recognized for rewards point reward
coupons upon redemption. In addition, we recognize revenue on unredeemed points when it can be determined
that the likelihood of the point being redeemed is remote and there is no legal obligation to remit the point value.
We determined the rewards point breakage rate based on historical and redemption patterns.
Our policy towards taxes assessed by a government authority directly imposed on revenue producing
transactions between a seller and a customer is, and has been, to exclude all such taxes from net sales.
Evaluation of Long-Lived Assets, Goodwill and Indefinite-Lived Intangible Assets
Long-lived assets, including definite-lived assets, are reviewed periodically for impairment if events or
changes in circumstances indicate that the carrying amount may not be recoverable. If future undiscounted cash
flows expected to be generated by the asset are less than its carrying amount, an asset is determined to be
impaired, and a loss is recorded for the amount by which the carrying value of the asset exceeds its fair value.
The Company uses market participant rents to calculate the fair value of right of use assets (‘‘ROU’’) and
discounted future cash flows of the asset or asset group using projected financial information and a discount rate
that approximates the cost of capital of a market participant to quantify fair value for other long-lived assets. The
asset group is defined as the lowest level for which identifiable cash flows are available and largely independent
of the cash flows of other groups of assets, which for our retail stores, is primarily at the store level. The
estimate of future cash flows requires management to make certain assumptions and to apply judgment, including
forecasting future sales and the useful lives of the assets. We exercise our best judgment based on the most
current facts and circumstances surrounding our business when applying these impairment rules. We establish our
assumptions and arrive at the estimates used in these calculations based upon our historical experience,
knowledge of the retail industry and by incorporating third-party data, which we believe results in a reasonably
accurate approximation of fair value. Nevertheless, changes in the assumptions used could have an impact on our
assessment of recoverability.
We review our goodwill for impairment at the reporting unit level on an annual basis, or when
circumstances indicate its carrying value may not be recoverable. We evaluate the appropriateness of performing
a qualitative assessment, on a reporting unit level, based on current circumstances. If we do not perform a
qualitative assessment, or if we determine that it is more likely than not that the fair value of a reporting unit is
less than its carrying amount, we will calculate the estimated fair value of the reporting unit. Fair value has
historically been determined based on both an income approach and market approach. The income approach is
based on estimated future cash flows, discounted at a rate that approximates the cost of capital of a market
participant, while the market approach is based on sales and EBITDA multiples of similar companies and/or
transactions, or other available indications of value. These approaches use significant estimates and assumptions,
including projected future cash flows and the timing of those cash flows, discount rates reflecting risks inherent
in future cash flows, perpetual growth rates and determination of appropriate market comparables. For fiscal
2020, we applied a 100% weighting to the income approach as we were able to provide detailed forecasts for the
foreseeable future to perform a discounted cash flow analysis. We did not utilize a market approach in the fair
value assessment of the reporting units for fiscal 2020 as the implied EBITDA multiples from the market
approach did not yield reasonable fair values given the volatile market conditions at the time of the assessments.
Estimating the fair value is judgmental in nature, which could have a significant impact on whether or not an
impairment charge is recognized and the magnitude of any such charges. Goodwill impairment charges are
calculated as the amount by which a reporting unit’s carrying amount exceeds its fair value up to the amount of
reported goodwill.
We review our other indefinite-lived intangible assets for impairment on an annual basis, or when
circumstances indicate its carrying value may not be recoverable. We evaluate the appropriateness of performing
a qualitative assessment based on current circumstances. If the results of the qualitative assessment indicate that
it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we calculate the
fair value of the indefinite-lived intangible assets using a discounted cash flow method, based on the relief from
royalty concept.
41

Operating Leases
Rent expense under store operating leases is recognized on a straight-line basis over the term of the leases.
Landlord incentives, ‘‘rent-free’’ periods, rent escalation clauses and other fixed rental expenses are also
amortized on a straight-line basis over the term of the leases, including the construction period. This is generally
60–90 days prior to the store opening date, when we generally begin improvements in preparation for our
intended use. Variable rental expenses are recognized as incurred. Tenant improvement allowances, fixed rent
escalation clauses and impairments are included within right of use assets.
Income Taxes
Income taxes are accounted for in accordance with authoritative guidance, which requires the use of the
asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Inherent in
the measurement of deferred balances are certain judgments and interpretations of existing tax law and published
guidance as applicable to our operations. Deferred tax assets are reduced, if necessary, by a valuation allowance
to the extent future realization of those tax benefits are uncertain. Our effective tax rate considers management’s
judgment of expected tax liabilities within the various taxing jurisdictions in which we are subject to tax.
We record amounts for uncertain tax positions that management believes are supportable, but are potentially
subject to successful challenge by the applicable taxing authority. Consequently, changes in our assumptions and
judgments could affect amounts recognized related to income tax uncertainties and may affect our consolidated
results of operations or financial position. We believe our assumptions for estimates continue to be reasonable,
although actual results may have a positive or negative material impact on the balances of such tax positions.
Historically, the variation of estimates to actual results is immaterial and material variation is not expected in the
future.
Adoption of New Accounting Pronouncements
As discussed in Note 1 to our consolidated financial statements included in this Annual Report on
Form 10-K, we adopted Accounting Standards Update (‘‘ASU’’) 2019-12, Simplifying the Accounting for Income
Taxes and ASU 2021-01, Reference Rate Reform (Topic 848) as of January 31, 2021. Adoption of ASU 2019-12
and ASU 2021-01 did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements
See Note 1, ‘‘Business Organization and Summary of Significant Accounting Policies,’’ to the accompanying
consolidated financial statements for a description of certain newly issued accounting pronouncements which
may impact our financial statements in future reporting periods.
42

Forward-Looking Statements
This Annual Report on Form 10-K may contain statements concerning our current expectations,
assumptions, plans, estimates, judgments and projections about our business and our industry and other
statements that are not historical facts. These are ‘‘forward-looking statements’’ within the meaning of the Private
Securities Litigation Reform Act of 1995. In most cases, words or phrases such as ‘‘anticipates,’’ ‘‘believes,’’
‘‘confident,’’ ‘‘could,’’ ‘‘estimates,’’ ‘‘expects,’’ ‘‘intends,’’ ‘‘target,’’ ‘‘will,’’ ‘‘plans,’’ ‘‘path,’’ ‘‘should,’’
‘‘approximately,’’ ‘‘our planning assumptions,’’ ‘‘future outlook’’ and similar expressions identify forward-looking
statements. These forward-looking statements are based largely on information currently available to our
management and are subject to various risks and uncertainties that could cause actual results to differ materially
from historical results or those expressed or implied by such forward-looking statements. Although we believe
our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance.
There is no assurance that our expectations will occur or that our estimates or assumptions will be correct, and
we caution investors and all others not to place undue reliance on such forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to, those described in Item 1A,
‘‘Risk Factors’’ in this Annual Report on Form 10-K and the following:
•
The ability of our suppliers, logistics providers, vendors and landlords, to meet their obligations to us
in light of financial stress, labor shortages, liquidity challenges, bankruptcy filings by other industry
participants, and supply chain and other disruptions;
•
increases in unemployment rates and labor shortages;
•
our ability to sufficiently staff our retail stores;
•
changes in general economic conditions, including but not limited to, consumer confidence and
spending patterns;
•
the impacts of rising inflation, gasoline prices, and interest rates on consumer spending;
•
market disruptions including pandemics or significant health hazards, severe weather conditions, natural
disasters, terrorist activities, financial crises, political crises, war and other military conflicts (such as
the war in Ukraine) or other major events, or the prospect of these events, including their impact on
consumer spending, inflation and the global supply chain;
•
domestic and global political and social conditions and the potential impacts of geopolitical turmoil or
conflict;
•
shifts in consumer behavior, and our ability to adapt, identify and respond to new and changing fashion
trends and customer preferences, and to coordinate product development with buying and planning;
•
changes in the general or specialty retail or apparel industries, including significant decreases in market
demand and the overall level of spending for women’s private branded clothing and related accessories;
•
our ability to secure and maintain customer acceptance of in-store and online concepts and styles;
•
the effects of the pandemic, including uncertainties about its depth and duration, new variants of
COVID-19 that have emerged, the speed, efficacy and availability of vaccines and treatments, its
impact on general economic conditions, human capital management, consumer behavior and
discretionary spending, the effectiveness of any actions taken in response to the pandemic, and the
impact of the pandemic on our manufacturing operations, shipping costs and timelines and the global
supply chain;
•
our ability to maintain strong relationships with our vendors, manufacturers, licensors, and retailer
customers; increased competition in the markets in which we operate, including for, among other
things, premium mall space;
•
our ability to remain competitive with customer shipping terms and costs;
•
decreases in customer traffic at malls, shopping centers and our stores;
•
fluctuations in foreign currency exchange rates and commodity prices;
43

•
significant increases in the costs of manufacturing, raw materials, transportation, importing, distribution,
labor and advertising;
•
decreases in the quality of merchandise received from suppliers and increases in delivery times for
receiving such merchandise;
•
our ability to appropriately manage our store fleet, including the closing of underperforming stores and
opening of new stores, and our ability to achieve the expected results of any such store openings or
store closings;
•
our ability to appropriately manage inventory and allocation processes and leverage targeted
promotions;
•
our ability to maintain cost saving discipline;
•
our ability to operate our retail websites in a profitable manner;
•
our ability to successfully identify and implement additional sales and distribution channels;
•
our ability to successfully execute and achieve the expected results of our business, brand strategies,
brand awareness programs, and merchandising and marketing programs including, but not limited to,
the Company’s three-year strategic growth plan, sales initiatives, multi-channel strategies and four
strategic pillars which are: 1) customer led; 2) product obsessed; 3) digital first; and 4) operationally
excellent;
•
our ability to utilize our Fort Myers campus, DC and other support facilities in an efficient and
effective manner;
•
our reliance on sourcing from foreign suppliers and significant adverse economic, labor, political or
other shifts (including adverse changes in tariffs, taxes or other import regulations, particularly with
respect to China, or legislation prohibiting certain imports from China);
•
U.S. and foreign governmental actions and policies and changes thereto;
•
the continuing performance, implementation and integration of our management information systems;
•
our ability to successfully update and maintain our information systems;
•
the impact of any system failure, cyber security or other data security breaches, including any security
breaches resulting in the theft, transfer, or unauthorized disclosure of customer, employee, or company
information that we or our third-party vendors may experience;
•
the risks that our share repurchase program may not successfully enhance shareholder value, or that
share repurchases could be negatively perceived by investors;
•
our ability to comply with applicable domestic and foreign information security and privacy laws,
regulations and technology platform rules or other obligations related to data privacy and security;
•
our ability to attract, hire, train, motivate and retain qualified employees in an inclusive environment;
•
our ability to successfully recruit leadership or transition members of our senior management team;
•
increased public focus and opinion on environmental, social and governance (‘‘ESG’’) initiatives and
our ability to meet any announced ESG goals and initiatives;
•
future unsolicited offers to buy the Company and actions of activist shareholders and others and our
ability to respond effectively;
•
our ability to secure and protect our trademark and other intellectual property rights; our ability to
protect our reputation and brand images;
•
unanticipated obligations or changes in estimates arising from new or existing litigation, income taxes
and other regulatory proceedings;
•
unanticipated adverse changes in legal, regulatory or tax laws, including the recently enacted Inflation
Reduction Act of 2022; and
•
our ability to comply with the terms of our credit agreement, including the restrictive provisions
limiting our flexibility in operating our business and obtaining additional credit on commercially
reasonable terms.
44

These factors should be considered in evaluating forward-looking statements contained herein. All
forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this
cautionary notice. The forward-looking statements included herein are only made as of the date of this Annual
Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
45

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk of our financial instruments as of January 28, 2023 has not materially changed since
January 29, 2022. We are exposed to market risk from changes in interest rates on any future indebtedness and
our marketable securities and from foreign currency exchange rate fluctuations.
Our exposure to interest rate risk relates in part to our Credit Agreement with Wells Fargo Bank, which is
further discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of
Operations and Note 12 to the accompanying audited condensed consolidated financial statements included in
this Annual Report on Form 10-K. The interest rate applicable to Term SOFR Loans drawn under the ABL is
equal to Term SOFR plus 1.60% (subject to a further decrease to Term SOFR plus 1.35% or an increase to Term
SOFR plus 1.85% based upon average quarterly excess availability under the ABL). The Credit Agreement also
provides for a $15.0 million FILO loan. The interest rate applicable to the FILO is equal to Term SOFR plus
3.60% (subject to a further decrease to Term SOFR plus 3.35% or an increase to Term SOFR plus 3.85% based
on average quarterly excess availability under the FILO). However, for any ABL or FILO with a SOFR interest
rate period of six months, the interest rate applicable to the ABL and FILO is increased by 30 basis points. As of
January 28, 2023, $49 million in borrowings were outstanding under the Credit Agreement and is reflected as
long-term debt in the accompanying audited condensed consolidated balance sheet. An increase in market interest
rates of 100 basis points would increase interest expense in the amount of approximately $2.0 million over the
remaining term of the loan.
Our investment portfolio is maintained in accordance with our investment policy which identifies allowable
investments, specifies credit quality standards and limits the credit exposure of any single issuer. Our investment
portfolio consists of cash equivalents and marketable securities which includes U.S. government agencies,
corporate bonds and commercial paper. The marketable securities portfolio as of January 28, 2023 consisted of
$16 million of securities with maturity dates within one year or less and $9 million with maturity dates over one
year. We consider all securities available-for-sale including those with maturity dates beyond 12 months, and
therefore classified these securities, as applicable, as short-term investments within current assets on the
consolidated balance sheets as they are available to support current operational liquidity needs.
46

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Chico’s FAS, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Chico’s FAS, Inc. and subsidiaries (the
Company) as of January 28, 2023 and January 29, 2022, the related consolidated statements of income (loss),
comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended
January 28, 2023, and the related notes (collectively referred to as the ‘‘consolidated financial statements’’). In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company at January 28, 2023 and January 29, 2022, and the results of its operations and its cash flows for
each of the three years in the period ended January 28, 2023, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of January 28, 2023, based
on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report dated March 14, 2023 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to
which it relates.
47

Valuation Allowances on Deferred Tax Assets
Description of the Matter
As more fully described in Note 16 to the consolidated financial statements, the
Company’s deferred tax assets are reduced by a valuation allowance that reflects
management’s judgment it is more likely than not that some portion, or all, of
the deferred tax assets will not be realized. At January 28, 2023, the Company
had gross deferred tax assets of $165.9 million and gross deferred tax liabilities
of $138.2 million, resulting in net deferred tax assets of $27.7 million with an
offsetting valuation allowance of $28.8 million. Management considered the
positive and negative evidence available through review of future reversal of
existing temporary differences, tax planning strategies that were deemed prudent
and feasible and current forecasts of future profitability in assessing the
Company’s ability to realize the deferred tax assets. The forecasts of future
profitability included the impact of recent trends and various macroeconomic
factors, which can possess a high degree of volatility and could have a
significant impact on the Company’s profitability. Given this uncertainty and the
Company’s three-year cumulative loss, management has concluded it cannot rely
on forecasts of future profitability in assessing the realizability of the deferred
tax assets and continues to believe it is not more likely than not that the
Company will realize the net deferred tax assets as of January 28, 2023.
Auditing management’s assessment of the realizability of its deferred tax assets
was complex and judgmental because the assessment process involves the
subjective evaluation of assumptions including the weight of all positive and
negative available evidence such as forecasts of future profitability, current and
cumulative financial reporting results, reversal of temporary differences and tax
planning strategies.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating
effectiveness of controls that address the risks of material misstatement relating
to the realizability of deferred tax assets. This included controls over
management’s scheduling of the future reversal of existing taxable temporary
differences, identification of feasible, prudent tax planning strategies and
assessment of the weight of evidence to attribute to the Company’s projected
future taxable income.
To test the realizability of the deferred tax assets, our audit procedures included,
among others, testing the Company’s scheduling of the reversal of existing
temporary taxable differences, evaluating the Company’s consideration of prudent
and feasible tax planning strategies and evaluating the Company’s consideration
of the weight of both positive and negative evidence supporting the use of
projections of future taxable income to support realizability of the deferred tax
assets and the inherent uncertainty in the projections.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Tampa, Florida
March 14, 2023
48

CHICO’S FAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In thousands, except per share amounts)
FISCAL YEAR ENDED
January 28, 2023
(52 weeks)
January 29, 2022
(52 weeks)
January 30, 2021
(52 weeks)
Amount
% of
Sales
Amount
% of
Sales
Amount
% of
Sales
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,142,020
100.0% $1,809,927
100.0% $1,324,051
100.0%
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . .
1,303,577
60.9
1,145,929
63.3
1,139,878
86.1
Gross Margin . . . . . . . . . . . . . . . . . . . . . . . .
838,443
39.1
663,998
36.7
184,173
13.9
Selling, general and administrative expenses . .
696,298
32.5
597,418
33.0
526,772
39.8
Goodwill and intangible impairment charges . .
—
0.0
—
0.0
114,344
8.6
Income (Loss) from Operations . . . . . . . . .
142,145
6.6
66,580
3.7
(456,943)
(34.5)
Interest (expense) income, net . . . . . . . . . . . . . .
(3,946)
(0.1)
(6,562)
(0.4)
(3,101)
(0.2)
Income (Loss) before Income Taxes. . . . . .
138,199
6.5
60,018
3.3
(460,044)
(34.7)
Income tax provision (benefit). . . . . . . . . . . . . .
29,200
1.4
13,800
0.7
(99,900)
(7.5)
Net Income (Loss). . . . . . . . . . . . . . . . . . . . .
$ 108,999
5.1% $
46,218
2.6% $ (360,144)
(27.2)%
Per Share Data:
Net income (loss) per common share-basic . . .
$
0.91
$
0.39
$
(3.11)
Net income (loss) per common and common
equivalent share–diluted. . . . . . . . . . . . . . . . .
$
0.88
$
0.37
$
(3.11)
Weighted average common shares
outstanding–basic . . . . . . . . . . . . . . . . . . . . . .
119,935
117,100
115,994
Weighted average common and common
equivalent shares outstanding–diluted . . . . . .
124,045
122,341
115,994
49
The accompanying notes are an integral part of these consolidated statements.

CHICO’S FAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
FISCAL YEAR ENDED
January 28, 2023
(52 weeks)
January 29, 2022
(52 weeks)
January 30, 2021
(52 weeks)
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$108,999
$46,218
$(360,144)
Other comprehensive (loss) income:
Unrealized losses on marketable securities, net of taxes . . . . .
(158)
(64)
(88)
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . .
—
—
580
Comprehensive Income (Loss). . . . . . . . . . . . . . . . . . . . . . . . . . .
$108,841
$46,154
$(359,652)
50
The accompanying notes are an integral part of these consolidated statements.

CHICO’S FAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
January 28, 2023
January 29, 2022
ASSETS
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 153,377
$ 115,105
Marketable securities, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,677
—
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
276,840
323,389
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,604
41,871
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,865
13,698
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
515,363
494,063
Property and Equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
192,165
195,332
Right of Use Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
435,321
463,077
Other Assets:
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,360
16,360
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000
5,000
Other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,632
23,005
Total Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44,992
44,365
$1,187,841
$1,196,837
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 156,262
$ 180,828
Current lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153,202
172,506
Other current and deferred liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141,698
134,051
Total Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
451,162
487,385
Noncurrent Liabilities:
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49,000
99,000
Long-term lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
349,409
381,081
Other noncurrent and deferred liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,637
7,867
Total Noncurrent Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
401,046
487,948
Commitments and Contingencies: (see Note 13)
Shareholders’ Equity:
Preferred stock, $.01 par value; 2,500 shares authorized; no shares issued
and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Common stock, $.01 par value; 400,000 shares authorized; 166,320 and
163,823 shares issued; and 125,023 and 122,526 shares outstanding,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,250
1,225
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
513,914
508,654
Treasury stock, at cost, 41,297. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(494,395)
(494,395)
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
315,022
206,020
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(158)
—
Total Shareholders’ Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
335,633
221,504
$1,187,841
$1,196,837
51
The accompanying notes are an integral part of these consolidated statements.

CHICO’S FAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share amounts)
Common Stock
Additional
Paid-in
Capital
Treasury Stock
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Gain
Total
Shares
Par Value
Shares
Amount
BALANCE, February 1, 2020. .
118,418
$1,184
$492,129
41,297 $(494,395) $ 531,602
$(428)
$ 530,092
Cumulative effect of adoption of
ASU 2016-02 . . . . . . . . . . . . .
—
—
—
—
—
(838)
—
(838)
BALANCE, February 1, 2020,
as adjusted . . . . . . . . . . . . . .
118,418
1,184
492,129
41,297
(494,395)
530,764
(428)
529,254
Net loss . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
(360,144)
—
(360,144)
Unrealized losses on marketable
securities, net of taxes . . . . . . .
—
—
—
—
—
—
(88)
(88)
Foreign currency translation
adjustment . . . . . . . . . . . . . . .
—
—
—
—
—
—
580
580
Issuance of common stock . . . . .
1,759
18
394
—
—
—
—
412
Dividends on common stock
($0.35 per share). . . . . . . . . . .
—
—
—
—
—
(10,855)
—
(10,855)
Repurchase of common stock &
tax withholdings related to
share-based awards . . . . . . . . .
(442)
(5)
(1,135)
—
—
—
—
(1,140)
Share-based compensation. . . . . .
—
—
7,100
—
—
—
—
7,100
BALANCE, January 30, 2021. .
119,735
1,197
498,488
41,297
(494,395)
159,765
64
165,119
Net income. . . . . . . . . . . . . . . . .
—
—
—
—
—
46,218
—
46,218
Unrealized losses on marketable
securities, net of taxes . . . . . . .
—
—
—
—
—
—
(64)
(64)
Issuance of common stock . . . . .
3,264
33
31
—
—
—
—
64
Dividends on common stock
($0.09 per share). . . . . . . . . . .
—
—
—
—
—
37
—
37
Repurchase of common stock &
tax withholdings related to
share-based awards . . . . . . . . .
(473)
(5)
(1,899)
—
—
—
—
(1,904)
Share-based compensation. . . . . .
—
—
12,034
—
—
—
—
12,034
BALANCE, January 29, 2022. . 122,526
1,225
508,654
41,297
(494,395)
206,020
—
221,504
Net income. . . . . . . . . . . . . . . . .
—
—
—
—
—
108,999
—
108,999
Unrealized losses on marketable
securities, net of taxes . . . . . . .
—
—
—
—
—
—
(158)
(158)
Issuance of common stock . . . . .
4,255
43
271
—
—
—
—
314
Dividends on common stock . . . .
—
—
—
—
—
3
—
3
Repurchase of common stock &
tax withholdings related to
share-based awards . . . . . . . . .
(1,758)
(18)
(8,818)
—
—
—
—
(8,836)
Share-based compensation. . . . . .
—
—
13,807
—
—
—
—
13,807
BALANCE, January 28, 2023. . 125,023
$1,250
$513,914
41,297 $(494,395) $ 315,022
$(158)
$ 335,633
52
The accompanying notes are an integral part of these consolidated statements.

CHICO’S FAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
FISCAL YEAR ENDED
January 28, 2023
(52 weeks)
January 29, 2022
(52 weeks)
January 30, 2021
(52 weeks)
Cash Flows from Operating Activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 108,999
$
46,218
$(360,144)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Goodwill and intangible impairment charges, pre-tax . . . . . . . .
—
—
114,344
Inventory write-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,452
502
65,205
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .
43,872
51,369
63,472
Non-cash lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181,852
184,427
233,104
Exit of frontline Canada operations. . . . . . . . . . . . . . . . . . . . . . .
—
—
498
Right of use asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
4,795
Loss on disposal and impairment of long-lived assets, net . . . .
1,918
1,317
29,967
Deferred tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(391)
187
1,396
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,807
12,034
7,100
Changes in assets and liabilities:
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45,097
(119,908)
(23,962)
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . .
(8,937)
(9,630)
(1,483)
Income tax receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,833
44,442
(51,009)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(24,257)
64,414
(17,897)
Accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
1,581
7,402
12,111
Lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(205,234)
(220,163)
(175,329)
Net cash provided by (used in) by operating activities . . .
161,592
62,611
(97,832)
Cash Flows from Investing Activities:
Purchases of marketable securities. . . . . . . . . . . . . . . . . . . . . . . .
(32,239)
(268)
(5,477)
Proceeds from sale of marketable securities . . . . . . . . . . . . . . . .
7,364
18,761
50,702
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . .
(41,989)
(13,245)
(11,360)
Proceeds from sale of Corporate assets. . . . . . . . . . . . . . . . . . . .
2,772
8,295
—
Net cash (used in) provided by investing activities . . . . . .
(64,092)
13,543
33,865
Cash Flows from Financing Activities:
Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
255,500
Payments on borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(50,000)
(50,000)
(149,000)
Payments of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . .
(706)
—
(4,279)
Proceeds from issuance of common stock. . . . . . . . . . . . . . . . . .
314
64
412
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(10,701)
Payments of tax withholdings related to share-based awards. . .
(8,836)
(1,904)
(1,140)
Net cash (used in) provided by financing activities . . . . . .
(59,228)
(51,840)
90,792
Effects of exchange rate changes on cash and cash
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(6)
Net increase in cash and cash equivalents. . . . . . . . . . . . . .
38,272
24,314
26,819
Cash and Cash Equivalents, Beginning of period . . . . . . . . . . . .
115,105
90,791
63,972
Cash and Cash Equivalents, End of period . . . . . . . . . . . . . . . . .
$ 153,377
$ 115,105
$
90,791
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,940
$
5,753
$
7,670
Cash paid (received) for income taxes, net. . . . . . . . . . . . . . . . .
$
27,621
$ (30,025)
$ (50,162)
53
The accompanying notes are an integral part of these consolidated statements.

CHICO’S FAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and where otherwise indicated)
1.
BUSINESS ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Description of Business1
The accompanying consolidated financial statements include the accounts of Chico’s FAS, Inc., a Florida
corporation, and its wholly-owned subsidiaries (‘‘the Company’’, ‘‘we’’, ‘‘us’’ and ‘‘our’’). We operate as an
omnichannel specialty retailer of women’s private branded, sophisticated, casual-to-dressy clothing, intimates and
complementary accessories. We currently sell our products through retail stores, catalogs and via our websites at
www.chicos.com, www.chicosofftherack.com, www.whbm.com and www.soma.com. As of January 28, 2023, we
had 1,269 stores located throughout the United States (‘‘U.S.’’), Puerto Rico and the U.S. Virgin Islands, and
sold merchandise through 58 international franchise locations in Mexico and 2 domestic airport locations.
Fiscal Year
Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which
the fiscal year commences. The periods presented in these consolidated financial statements are the fiscal years
ended January 28, 2023 (‘‘fiscal 2022’’ or ‘‘current period’’), January 29, 2022 (‘‘fiscal 2021’’ or ‘‘prior period’’)
and January 30, 2021 (‘‘fiscal 2020’’).
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Segment Information
Our operating segments consist of our Chico’s brand, our White House Black Market (‘‘WHBM’’) brand
and our Soma brand. Our three operating segments are aggregated into one reportable segment due to the
similarities of the economic and operating characteristics of the brands.
COVID-19 Pandemic Update
The novel strain of coronavirus (‘‘COVID-19’’) pandemic (the ‘‘COVID-19 pandemic’’ or the ‘‘pandemic’’)
resulted in significant challenges across our business beginning in March 2020 with those impacts progressively
moderating in 2021 and 2022. The pandemic disrupted our business operations to varying degrees over the last
three years, including but not limited to temporary store closures and/or a reduction in hours, staffing and
capacity, supply chain delays and higher raw materials and freight costs. Continued uncertainty remains regarding
how the pandemic has and may have ultimately impacted our business operations, operating results and operating
cash flows as well as consumer behavior, spending levels and shopping preferences. Due to this uncertainty, the
economic and operational impacts of the pandemic may continue into our fiscal year 2023.
Exit of Canada Frontline Operations
On July 30, 2020, Chico’s FAS Canada, Co., an immaterial subsidiary of the Company, filed for bankruptcy
with the Ontario, Canada office of the Superintendent in Bankruptcy. This action resulted in the permanent
closure of four Chico’s and six WHBM boutiques in Ontario, Canada. In the second quarter of fiscal 2020, we
exited our Canada frontline operations and recorded on a net basis a non-material charge, including the
realization of a cumulative foreign currency translation adjustment.
Adoption of New Accounting and Regulatory Pronouncements
In December 2019, the Financial Accounting Standards Board (the ‘‘FASB’’) issued Accounting Standards
Update (‘‘ASU’’) 2019-12, Simplifying the Accounting for Income Taxes (‘‘ASU 2019-12’’), which eliminates
certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income
1
As used in this report, all references to ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘the Company,’’ and ‘‘Chico’s FAS’’ refer to Chico’s FAS, Inc., a Florida
corporation, and all of its wholly-owned subsidiaries.
54

taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also
clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for fiscal
years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted
this new guidance in the first quarter of fiscal 2021. The adoption of ASU 2019-12 did not have a material
impact on our consolidated financial statements.
In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) (‘‘ASU 2021-01’’).
The amendments in ASU 2021-01 provide optional expedients and exceptions for applying Generally Accepted
Accounting Principles to contract modifications and hedging relationships, subject to meeting certain criteria, that
reference the London Interbank Offered Rate (‘‘LIBOR’’) or another reference rate expected to be discontinued
because of the reference rate reform. This guidance is effective upon issuance (January 7, 2021). The Company
adopted this new guidance in the first quarter of fiscal 2021. The adoption of ASU 2021-01 did not have a
material impact on our consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period. The
pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which
may cause further business disruptions and adversely impact our results of operations. As a result, many of our
estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As
events continue to evolve and additional information becomes available, our actual results could materially differ
from those estimates in future periods.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and in banks, short-term highly liquid investments with
original maturities of three months or less and payments due from banks for third-party credit card and debit
transactions for approximately 3 to 5 days of sales.
Marketable Securities
Marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized
holding gains and losses, net of income taxes, reflected in accumulated other comprehensive gain until realized.
For the purposes of computing realized and unrealized gains and losses, cost and fair value are determined on a
specific identification basis. We consider all securities available-for-sale, including those with maturity dates
beyond 12 months, and therefore classify these securities, as applicable, within current assets on the consolidated
balance sheets as they are available to support current operational liquidity needs.
Fair Value of Financial Instruments
Our consolidated financial instruments consist of cash, money market accounts, marketable securities, assets
held in our non-qualified deferred compensation plan, accounts receivable, accounts payable and debt. Cash,
accounts receivable and accounts payable are carried at cost, which approximates their fair value due to the
short-term nature of the instruments.
Inventories
We use the moving average cost method to determine the cost of merchandise inventories. We identify
potentially excess and slow-moving inventories by evaluating inventory aging, turn rates and inventory levels in
conjunction with our overall sales trend. Further, inventory realization exposure is identified through analysis of
gross margins and markdowns in combination with changes in current business trends. We record excess and
slow-moving inventories at net realizable value and may liquidate certain slow-moving inventory through third
parties. We estimate our expected shrinkage of inventories between physical inventory counts by using average
store shrinkage experience rates, which are updated on a regular basis. Substantially all of our inventories consist
of finished goods.
55

Costs associated with sourcing are generally capitalized while merchandising, distribution and product
development costs are generally expensed as incurred and are included in the accompanying consolidated
statements of income (loss) as a component of cost of goods sold (‘‘COGS’’). Approximately 14% of total
purchases in fiscal 2022 and 2021 were made from one supplier. In fiscal 2022 approximately 36% of our
merchandise cost originated in Vietnam. In fiscal 2021 approximately 31% of our merchandise cost originated in
China.
Capitalized Costs in Cloud Computing Arrangements
We capitalize implementation costs in cloud computing arrangement (‘‘CCA’’) service contracts.
Unamortized capitalized costs were $26.8 million as of January 28, 2023 and $15.6 million as of January 29,
2022. Accumulated amortization was $9.2 million as of January 28, 2023 and $2.6 million as of January 29,
2022. Expense related to capitalized CCA contracts for fiscal 2022, 2021 and 2020 was $8.5 million,
$3.1 million and $1.3 million, respectively.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation of
property and equipment is provided on a straight-line basis over the estimated useful lives of the assets.
Leasehold improvements are amortized over the shorter of their estimated useful lives (generally 10 years or
less) or the related lease term, plus one anticipated renewal when there is an economic cost associated with
non-renewal.
Our property and equipment is generally depreciated using the following estimated useful lives:
Estimated Useful Lives
Land improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15 - 35 years
Building and building improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20 - 35 years
Equipment, furniture and fixtures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2 - 20 years
Leasehold improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10 years or term
of lease, if shorter
Maintenance and repairs of property and equipment are expensed as incurred, and major improvements are
capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated
depreciation or amortization are eliminated from the accounts, and any gain or loss is charged to income.
Operating Leases
Beginning on February 3, 2019, the Company accounts for leases pursuant to ASC 842 as established by
ASU 2016-02. We determine if an arrangement is a lease at inception. Operating leases are included in ROU
assets, current lease liabilities and long-term lease liabilities in our consolidated balance sheets. The Company
does not have finance leases in the periods presented.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent
our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are
recognized at commencement date based on the present value of fixed lease payments over the lease term. The
operating lease ROU asset represents the net present value of fixed payments required under the lease,
discounted at the Company’s incremental borrowing rate, offset by impairments and lease incentives such as
tenant improvements and deferred rent balances.
Our leases do not provide an implicit rate. Accordingly, we use the Company’s incremental borrowing rate
at commencement date in determining the present value of lease payments over the lease term. Furthermore, we
elected to apply a portfolio approach, using the same discount rate applied to a portfolio of leases for similar
asset types with a similar lease term.
Our lease terms may include options to extend or terminate the lease. When it is reasonably certain that we
will exercise an option to extend or terminate a lease, the Company will adjust its ROU asset and lease liability.
For leases with no impairment of the ROU asset, lease expense is recognized on a straight-line basis over the
lease term. For stores with impairment of the ROU asset, lease expense consists of straight-line amortization of
the ROU asset and the implicit interest expense on the lease liability.
56

We have lease agreements with lease and non-lease components. We have made a policy election to treat
both lease and non-lease components as a single component and account for the full consideration as a single
lease component. This policy election is applied to all asset classes for which the Company is a lessee.
We lease retail stores and a limited amount of office space under operating leases. The majority of our lease
agreements provide for tenant improvement allowances, rent escalation clauses and/or contingent rent provisions.
Rent expense under store operating leases is recognized on a straight-line basis over the term of the leases.
Landlord incentives, ‘‘rent-free’’ periods, rent escalation clauses and other fixed rental expenses are also
amortized on a straight-line basis over the term of the leases, including the construction period. This is generally
60–90 days prior to the store opening date, when we generally begin improvements in preparation for our
intended use. Variable rental expenses are recognized as incurred. Tenant improvement allowances, fixed rent
escalation clauses and impairments are included in the ROU asset computation.
Certain leases provide for contingent rents based on defined criteria, such as gross sales in excess of a
specified level. We record a contingent rent liability in accrued liabilities on the consolidated balance sheets and
the corresponding rent expense when the criteria has been achieved or is probable.
Additionally, we have a nominal number of leases that meet the standard’s definition of a ‘‘short-term
lease’’ (a lease that, at the commencement date, has a lease term of twelve months or less and does not include
an option to purchase the underlying asset that the lessee is reasonably certain to exercise). We have made a
policy election to recognize these leases as incurred and have not recognized a ROU asset or corresponding lease
liability for them. The Company’s short-term leases are not material.
Goodwill and Other Intangible Assets
Goodwill and other indefinite-lived intangible assets are assessed for impairment at least annually. We
perform our annual impairment test during the fourth quarter, or more frequently should events or circumstances
change that would indicate that impairment may have occurred. In assessing the possibility that a reporting unit’s
fair value has been reduced below its carrying amount due to the occurrence of events or circumstances between
annual impairment testing dates, we consider various macroeconomic, industry-specific and Company-specific
factors, including: (i) severe adverse industry or economic trends; (ii) significant Company-specific actions;
(iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained
decrease in the Company’s market capitalization.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and
intangible assets acquired and liabilities assumed in a business combination. Impairment testing for goodwill is
done at a reporting unit level. Reporting units are defined as an operating segment or one level below an
operating segment, called a component. Using these criteria, we identified our reporting units and concluded that
the goodwill related to the acquisition of the territorial franchise rights for the state of Minnesota should be
allocated to the Chico’s reporting unit and the goodwill associated with the WHBM acquisition should be
assigned to the WHBM reporting unit.
We evaluate the appropriateness of performing a qualitative assessment, on a reporting unit level, based on
current circumstances. If we do not perform a qualitative assessment, or if we determine that it is more likely
than not that the fair value of a reporting unit is less than its carrying amount, we calculate the estimated fair
value of the reporting unit. Fair value has historically been determined based on both an income approach and
market approach. The income approach is based on estimated future cash flows, discounted at a rate that
approximates the cost of capital of a market participant, while the market approach is based on sales and
EBITDA multiples of similar companies and/or transactions, or other available indications of value. For fiscal
2020, we applied a 100% weighting to the income approach as we were able to provide detailed forecasts for the
foreseeable future to perform a discounted cash flow analysis. We did not utilize a market approach in the fair
value assessment of the reporting units for fiscal 2020 as the implied EBITDA multiples from the market
approach did not yield reasonable fair values given the volatile market conditions at the time of the assessments.
For fiscal 2022 and 2021, we performed a qualitative assessment of the goodwill associated with the
Chico’s reporting unit and concluded it was more likely than not that the fair value exceeded the carrying
amount as of the annual assessment date. Had the Company elected to bypass the qualitative assessment, or if
57

the results of the qualitative assessment indicated that it was more likely than not that the fair value of the
reporting unit was less than its carrying amount, an impairment test would have been performed.
During fiscal 2020, the Company performed an interim impairment assessment of our goodwill as of
April 4, 2020. As a result, the Company recognized pre-tax goodwill impairment charges during the first quarter
of fiscal 2020 of $20.0 million at the Chico’s reporting unit and a charge of $60.4 million at the WHBM
reporting unit, as further discussed in Note 3. These impairment charges are included in goodwill and intangible
impairment charges in the accompanying consolidated statements of income (loss).
As part of the Company’s annual impairment test during the fourth quarter (the ‘‘annual impairment test’’)
for fiscal 2020, we elected to bypass the qualitative assessment and perform impairment testing for each of our
reporting units, as applicable. As a result of the annual impairment test, the estimated fair value of each of our
reporting units, as applicable, exceeded their respective carrying value and, as such, we concluded that the
goodwill was not impaired at those measurements dates.
Indefinite-Lived Intangible Assets
We test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine
whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount. If the
results of the qualitative assessment indicate that it is more likely than not that the fair value of the intangible
asset is less than its carrying amount, we calculate the value of the indefinite-lived intangible assets using a
discounted cash flow method, based on the relief from royalty concept, and compare the fair value to the
carrying value to determine if the asset is impaired. We may elect to bypass the qualitative assessment when
appropriate based on current circumstances.
For fiscal 2022 and 2021, we performed a qualitative assessment of the WHBM trade name and concluded
it was more likely than not that the fair value exceeded the carrying amount as of the annual assessment date.
During fiscal 2020, the Company performed an interim impairment assessment of our indefinite-lived
intangible assets as of April 4, 2020. As a result, the Company recognized the following pre-tax impairment
charges during the first quarter of fiscal 2020 to write down the carrying values of its indefinite-lived intangible
assets to their fair values as follows: $28.0 million of our WHBM trademark and $4.8 million of our Chico’s
franchise rights, as further discussed in Note 3. These impairment charges are included in goodwill and
intangible impairment charges in the accompanying consolidated statements of income (loss).
As part of the Company’s annual impairment test during the fourth quarter for fiscal 2020, we elected to
bypass the qualitative assessment and perform impairment testing on the WHBM trademark and Chico’s
franchise rights. As a result of the annual impairment test, the Company recognized an additional pre-tax
impairment charge of $1.0 million on our WHBM trademark and $0.2 million on our Chico’s franchise rights, as
further discussed in Note 3. These impairment charges are included in goodwill and intangible impairment
charges in the accompanying consolidated statements of income (loss).
Accounting for the Impairment of Long-lived Assets
Long-lived assets, including definite-lived intangibles, are reviewed periodically for impairment if events or
changes in circumstances indicate that the carrying amount may not be recoverable. If future undiscounted cash
flows expected to be generated by the asset are less than its carrying amount, an asset is determined to be
impaired. The Company uses market participant rents to calculate the fair value of ROU assets and discounted
future cash flows of the asset or asset group using a discount rate that approximates the cost of capital of a
market participant to quantify fair value for other long-lived assets. The asset group is defined as the lowest level
for which identifiable cash flows are available and largely independent of the cash flows of other groups of
assets, which for our retail stores, is primarily at the store level.
Fiscal 2022 and 2021 Long-Lived Asset Impairment Charges
In fiscal 2022 and 2021, we completed an evaluation of our long-lived assets which primarily consisted of
leasehold improvements at certain underperforming stores, operating lease assets, capitalized implementation
costs related to our cloud computing arrangements, certain Company-owned real estate and other
technology-related assets for indicators of impairment.
58

For fiscal 2022, we recorded $1.3 million in pre-tax impairment charges upon completion of our evaluation
of long-lived assets which is included both in selling, general and administrative expenses (‘‘SG&A’’) and cost of
goods sold (‘‘COGS’’) sections of the accompanying consolidated statements of income (loss). Of the
$1.3 million, $0.6 million in pre-tax impairment charges related to long-lived assets at retail stores, $0.5 million
in pre-tax impairment charges consisted of impairment on capitalized implementation costs related to our cloud
computing arrangements and $0.2 million in pre-tax impairment charges related to certain Company-owned real
estate. We did not record impairment charges related to our operating lease assets during fiscal 2022.
For fiscal 2021, we recorded $2.9 million in pre-tax impairment charges upon completion of our evaluation
of long-lived assets which is primarily included in SG&A in the accompanying consolidated statements of
income (loss). Of the $2.9 million, $1.2 million in pre-tax impairment charges related to certain Company-owned
real estate and $1.6 million in pre-tax impairment charges consisted of impairment on capitalized implementation
costs related to our cloud computing arrangements. Pre-tax impairment charges for long-lived assets at retail
stores during fiscal 2021 were immaterial. We did not record impairment charges related to our operating lease
assets during fiscal 2021.
Fiscal 2020 Long-Lived Asset Impairment Charges Related to the Pandemic
During fiscal 2020, we recorded $34.5 million in pre-tax impairment charges upon completion of our
evaluation of long-lived assets. Of the $34.5 million in pre-tax impairment charges, $19.1 million and
$3.2 million consisted of leasehold improvements and operating lease assets, respectively, at certain
underperforming stores. The remaining $12.1 million in pre-tax impairment charges on our long-lived assets
primarily consisted of capitalized implementation costs related to our cloud computing arrangements, other
technology-related assets and other right of use assets. The $34.5 million in pre-tax impairment charges on our
long-lived assets are reflected in the financial statements as $24.0 million in COGS and $10.4 million in SG&A
in the accompanying consolidated statements of income (loss), as further discussed in Note 4.
Revenue Recognition
Retail sales by our stores are recorded at the point of sale and are net of estimated customer returns, sales
discounts under rewards programs and Company issued coupons, promotional discounts and employee discounts.
For sales from our websites and catalogs, revenue is recognized at the point of shipment. Amounts related to
shipping and handling costs billed to customers are recorded in net sales and the related shipping and handling
costs are recorded in COGS in the accompanying consolidated statements of income (loss).
We sell gift cards in stores, on our Company-operated e-commerce websites and through third parties. Our
gift cards do not have expiration dates. We account for gift cards by recognizing a liability at the time the gift
card is sold. The liability is relieved and revenue is recognized, net of third-party sales commissions, for gift
cards upon redemption. In addition, we recognize revenue for the amount of gift cards expected to go
unredeemed (commonly referred to as gift card breakage) under the redemption recognition method. This method
records gift card breakage as revenue on a proportional basis over the redemption period based on our historical
gift card breakage rate. We determine the gift card breakage rate based on our historical redemption patterns. We
recognize revenue on the remaining unredeemed gift cards based on determining that the likelihood of the gift
card being redeemed is remote and that there is no legal obligation to remit the unredeemed gift cards to relevant
jurisdictions.
As part of the normal sales cycle, we receive customer merchandise returns related to store, website and
catalog sales. To account for the financial impact of potential customer merchandise returns, we estimate future
returns on previously sold merchandise. Reductions in sales and gross margin are recorded for estimated
merchandise returns based on return history, current sales levels and projected future return levels.
Our policy towards taxes assessed by a government authority directly imposed on revenue producing
transactions between a seller and a customer is, and has been, to exclude all such taxes from net sales.
Advertising Costs
Advertising costs associated with the production of non-media advertising are charged to expense as
incurred and media production costs (such as television, magazine and catalogs) are expensed when the
advertising first takes place. For fiscal 2022, 2021 and 2020, advertising expense was approximately
$108.4 million, $91.4 million and $94.6 million, respectively, and is included within SG&A in the accompanying
consolidated statements of income (loss).
59

Treasury Stock
Treasury stock is accounted for at cost. These shares are not retired and are excluded from the calculation of
income (loss) per share.
Share-Based Compensation
Share-based compensation for all awards is based on the grant date fair value of the award, net of estimated
forfeitures, and is recognized over the requisite service period of the awards. The fair value of restricted stock
awards and performance-based awards, except for the grants of special performance-based restricted stock units
(‘‘PSUs’’) granted in fiscal 2019 and 2020, is determined by using the closing price of the Company’s common
stock on the date of the grant. A Monte Carlo simulation under the option pricing framework was used to
determine the grant-date fair value of the special PSU grants made in fiscal 2019 and 2020. Compensation
expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest,
depending on the level and likelihood of the performance condition being met.
Shipping and Handling Costs
Shipping and handling costs to transport goods to customers amounted to $99.2 million, $82.3 million and
$71.7 million in fiscal 2022, 2021 and 2020, respectively, and are included within COGS in the accompanying
consolidated statements of income (loss).
Store Occupancy and Pre-Opening Costs
Store occupancy and pre-opening costs (including store-related costs and training expenses) incurred prior to
the opening of new stores are expensed as incurred and are included within COGS in the accompanying
consolidated statements of income (loss).
Income Taxes
Income taxes are accounted for in accordance with authoritative guidance, which requires the use of the
asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally,
we follow a comprehensive model to recognize, measure, present and disclose in our consolidated financial
statements the estimated aggregate tax liability of uncertain tax positions that we have taken or expect to take on
a tax return. This model states that a tax benefit from an uncertain tax position may be recognized if it is ‘‘more
likely than not’’ that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying
position is the largest amount of tax benefit that has greater than a 50% likelihood of being realized upon the
ultimate settlement with a taxing authority having full knowledge of all relevant information.
Foreign Currency
The functional currency of our foreign operations is generally the applicable local currency. Assets and
liabilities are translated into U.S. dollars using the current exchange rates in effect as of the balance sheet date,
while revenues and expenses are translated at the current exchange rate in effect as of the date of the transaction.
The resulting translation adjustments are recorded as a component of comprehensive income in the consolidated
statements of comprehensive income (loss). Transaction gains and losses that arise from exchange rate
fluctuations on transactions denominated in a currency other than the local functional currency are included in
the consolidated statements of income (loss).
Self-Insurance
We are self-insured for certain losses relating to workers’ compensation, medical and general liability
claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s
estimates of the aggregate liability for uninsured claims incurred based on historical experience. While we do not
expect the amount we will ultimately pay to differ significantly from our estimates, self-insurance accruals could
be affected if future claims experience differs significantly from the historical trends and assumptions.
60

Supplier Allowances
From time to time, we receive allowances and/or credits from certain of our suppliers. The aggregate
amount of such allowances and credits, which is included in COGS, is immaterial to our consolidated results of
operations.
Income (Loss) Per Share
In accordance with relevant accounting guidance, unvested share-based payment awards that include
non-forfeitable rights to dividends, whether paid or unpaid, are considered participating securities. As a result,
such awards are required to be included in the calculation of income (loss) per common share pursuant to the
‘‘two-class’’ method. For us, participating securities are composed entirely of unvested restricted stock awards
granted prior to fiscal 2020 and PSUs that have met their relevant performance criteria.
Under the two-class method, net income (loss) is reduced by the amount of dividends declared in the period
for common stock and participating securities. The remaining undistributed income is then allocated to common
stock and participating securities as if all of the net income for the period had been distributed. Basic income
(loss) per share excludes dilution and is computed by dividing net income (loss) available to common
shareholders by the weighted-average number of common shares outstanding during the period including the
participating securities. Diluted income (loss) per share reflects the dilutive effect of potential common shares
from non-participating securities such as restricted stock awards granted after fiscal 2019, stock options, PSUs
and restricted stock units.
Recently Issued Accounting Pronouncements
The Company currently has no material recent accounting pronouncements yet to be adopted.
2.
REVENUE RECOGNITION:
Disaggregated Revenue
The following table disaggregates our operating segment revenue by brand, which we believe provides a
meaningful depiction of the nature of our revenue. Amounts shown include licensing and wholesale income,
which is not a significant component of total revenue, and is aggregated within the respective brands in the table
below.
Fiscal 2022
%
Fiscal 2021
%
Fiscal 2020
%
Chico’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,044,552
48.7% $ 815,647
45.1% $ 595,968
45.0%
WHBM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
637,602
29.8
516,164
28.5
376,236
28.4
Soma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
459,866
21.5
478,116
26.4
351,847
26.6
Total net sales. . . . . . . . . . . . . . . . . . . . . . . . .
$2,142,020
100.0% $1,809,927
100.0% $1,324,051
100.0%
Contract Liability
Contract liabilities on the accompanying consolidated balance sheets are comprised of obligations associated
with our gift card and customer rewards programs. As of January 28, 2023 and January 29, 2022, contract
liabilities primarily consisted of gift cards of $42.6 million and $43.5 million, respectively. For fiscal 2022, the
Company recognized $33.9 million of revenue that was previously included in the gift card contract liability as
of January 29, 2022. For fiscal 2021, the Company recognized $26.2 million of revenue that was previously
included in the gift card contract liability as of January 30, 2021.
61

The Company maintains a customer rewards program in which customers earn points toward rewards for
qualifying purchases and other marketing activities. Upon reaching specified point values, customers are issued a
reward, which they may redeem on merchandise purchases at the Company’s stores or on its website. Generally,
rewards earned must be redeemed within 60 days from the date of issuance. The Company defers a portion of
the merchandise sales based on the estimated standalone selling price of the points earned. This deferred revenue
is recognized as the rewards are redeemed or expire. The contract liability for our rewards program was not
material in fiscal 2021.
January 28, 2023
Beginning balance rewards deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 626
Reduction in revenue / (revenue recognized). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,815
Ending balance rewards deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,441
Performance Obligation
For fiscal 2022, 2021 and 2020, revenue recognized from performance obligations to customers related to
prior periods were not material. Revenue to be recognized in future periods related to performance obligations is
not expected to be material.
3.
GOODWILL & INTANGIBLE IMPAIRMENT CHARGES:
Fiscal 2020 Interim Impairment Assessment
During the first quarter of fiscal 2020, the Company experienced a significant decline in its market
capitalization and disruptions to its operations as a result of the pandemic. Consequently, the Company reduced
its level of forecasted earnings for fiscal 2020 and future periods across all of its brands. In light of the decline
in the Company’s stock price and market capitalization, the Company concluded that these factors, among other
factors, represented impairment indicators which required the Company to test its goodwill and indefinite-lived
intangible assets for impairment during the first quarter of fiscal 2020.
The Company performed its valuation of its goodwill and indefinite-lived intangible assets using a
quantitative approach as of April 4, 2020 (the ‘‘interim test’’), which was the last day in the second month of the
first fiscal quarter. The valuation of the Company’s goodwill and indefinite-lived intangible assets was
determined with the assistance of an independent valuation firm using the income approach (discounted cash
flow (‘‘DCF’’) method) and relief from royalty method, respectively. We applied a 100% weighting to the
income approach as we were able to provide detailed forecasts for the foreseeable future to perform a DCF
analysis. We did not utilize a market approach in the fair value assessment of the reporting units as the implied
EBITDA or sales multiples from the market approach did not yield reasonable fair values given the volatile
market conditions at the time of the assessment. In addition, the Company’s publicly traded market capitalization
was reconciled to the sum of the fair values of the reporting units estimated using the income approach described
above. The fair value of our trademark was determined using an approach that values the Company’s cash
savings from having a royalty-free license compared to the market rate it would pay for access to use the
trademark.
Changes in key assumptions and the resulting reduction in projected future cash flows included in the
interim test resulted in a decrease in the fair values of our Chico’s and WHBM reporting units such that their fair
values were less than their carrying values. As a result, the Company recognized the following pre-tax goodwill
impairment charges during the first quarter of fiscal 2020: a charge of $20.0 million at the Chico’s reporting unit
and a charge of $60.4 million at the WHBM reporting unit, reducing the carrying value of goodwill to zero for
the WHBM reporting unit. In addition, the Company recognized pre-tax impairment charges to write down the
carrying values of its other indefinite-lived intangible assets to their fair values as follows: $28.0 million of our
WHBM trademark and $4.8 million of our Chico’s franchise rights. These impairment charges are included in
goodwill and intangible impairment charges in the accompanying consolidated statements of income (loss).
Fiscal 2020 Annual Impairment Assessment
For fiscal 2020, the Company elected to bypass the qualitative assessment of its goodwill and
indefinite-lived intangible assets and performed a quantitative valuation of its goodwill and intangible assets
during the fourth quarter (the ‘‘annual impairment test’’). The valuation of the Company’s goodwill and
62

indefinite-lived intangible assets was determined with the assistance of an independent valuation firm using the
income approach (DCF method) and relief from royalty method, respectively. We applied a 100% weighting to
the income approach as we were able to provide detailed forecasts for the foreseeable future to perform a DCF
analysis. We did not utilize a market approach in the fair value assessment of the reporting units as the implied
EBITDA or sales multiples from the market approach did not yield reasonable fair values given the volatile
market conditions at the time of the assessment. In addition, the Company’s publicly traded market capitalization
was reconciled to the sum of the fair values of the reporting units’ estimates using the income approach
described above. The fair value of our trademark was determined using an approach that values the Company’s
cash savings from having a royalty-free license compared to the market rate it would pay for access to use the
trademark.
As a result of Company’s annual impairment test, we determined there was no incremental impairment for
goodwill in fiscal 2020 and recorded the following additional impairment charges in fiscal 2020 of its other
indefinite-lived intangible assets as follows: $1.0 million of our WHBM trademark and $0.2 million of our
Chico’s franchise rights. These impairment charges are included in goodwill and intangible impairment charges
in the accompanying consolidated statements of income (loss).
We did not record goodwill and intangible impairment charges during fiscal 2022 and 2021.
The following table details the changes in goodwill and other indefinite-lived assets, net, as of January 28,
2023 and January 29, 2022:
Gross Carrying Amount
Accumulated Impairment
Charge
Net Carrying Amount
Goodwill:
Chico’s reporting unit . . . . . . . . . . . . . . . .
$36,403
$(20,043)
$16,360
WHBM reporting unit. . . . . . . . . . . . . . . .
60,371
(60,371)
—
$96,774
$(80,414)
$16,360
Other intangible assets:
WHBM trademark. . . . . . . . . . . . . . . . . . .
$34,000
$(29,000)
$ 5,000
Chico’s franchise rights. . . . . . . . . . . . . . .
4,930
(4,930)
—
$38,930
$(33,930)
$ 5,000
4.
LONG-LIVED ASSET IMPAIRMENT CHARGES:
Long-lived assets, including definite-lived intangibles, are reviewed periodically for impairment if events or
changes in circumstances indicate that the carrying amount may not be recoverable. The Company uses market
participant rent assumptions to calculate the fair value of ROU assets and discounted future cash flows of the
asset or asset group using projected financial information and a discount rate that approximates the cost of
capital of a market participant to quantify fair value for other long-lived assets. The asset group is defined as the
lowest level for which identifiable cash flows are available and largely independent of the cash flows of other
groups of assets, which for our retail stores, is primarily at the store level.
Fiscal 2022 and 2021 Long-Lived Asset Impairment Charges
In fiscal 2022 and 2021, we completed an evaluation of our long-lived assets which primarily consisted of
leasehold improvements at certain underperforming stores, operating lease assets, capitalized implementation
costs related to our cloud computing arrangements, certain Company-owned real estate and other
technology-related assets for indicators of impairment.
For fiscal 2022, we recorded $1.3 million in pre-tax impairment charges upon completion of our evaluation
of long-lived assets which is included both, in SG&A and COGS sections of the accompanying consolidated
statements of income (loss). Of the $1.3 million, $0.6 million in pre-tax impairment charges related to long-lived
assets at retail stores, $0.5 million in pre-tax impairment charges consisted of impairment on capitalized
implementation costs related to our cloud computing arrangements and $0.2 million in pre-tax impairment
charges related to certain Company-owned real estate. We did not record impairment charges related to our
operating lease assets during fiscal 2022.
63

For fiscal 2021, we recorded $2.9 million in pre-tax impairment charges upon completion of our evaluation
of long-lived assets which is primarily included in SG&A in the accompanying consolidated statements of
income (loss). Of the $2.9 million, $1.2 million in pre-tax impairment charges related to certain Company-owned
real estate and $1.6 million in pre-tax impairment charges consisted of impairment on capitalized implementation
costs related to our cloud computing arrangements. Pre-tax impairment charges for long-lived assets at retail
stores during fiscal 2021 were immaterial. We did not record impairment charges related to our operating lease
assets during fiscal 2021.
Fiscal 2020 Long-Lived Asset Impairment Charges
In fiscal 2020, the Company experienced varying degrees of business disruptions as a result of the
pandemic, which had a material adverse impact on our business operations and operating results and operating
cash flows. As a result, the Company reduced its level of forecasted earnings for fiscal 2020 and future periods
across all of its brands. In light of the temporary closure of all its stores across North America during the first
quarter of fiscal 2020 and lower-than-expected earnings for fiscal 2020 and future periods, the Company
concluded that these factors, among other factors, represented impairment indicators which required the Company
to test certain of its long-lived assets and operating lease assets for impairment during fiscal 2020.
During fiscal 2020, we completed an evaluation of certain long-lived assets for indicators of impairment,
and consequently, recorded pre-tax impairment charges of approximately $29.7 million, of which consisted of
$19.1 million in leasehold improvements at certain underperforming stores and $10.5 million which primarily
consisted of capitalized implementation costs related to our cloud computing arrangements and other
technology-related assets. The $29.7 million in pre-tax impairment charges are reflected in the financial
statements as $20.8 million in COGS and $8.9 million in SG&A in the accompanying consolidated statements of
income (loss). Pre-tax impairment charges reduced the net carrying value of long-lived assets at retail stores to
their estimated fair value, as determined using a discounted cash flow model.
During fiscal 2020, we completed an evaluation of our operating lease assets for indicators of impairment,
and consequently, recorded pre-tax impairment charges of approximately $4.8 million, of which $3.2 million
consisted of impairment on operating lease assets at certain underperforming stores. The $4.8 million in pre-tax
impairment charges are reflected in the financial statements as $3.2 million in COGS and $1.6 million in SG&A
in the accompanying consolidated statements of income (loss).
5.
INVENTORY:
We use the moving average cost method to determine the cost of merchandise inventories. We identify
potentially excess and slow-moving inventories by evaluating inventory aging, turn rates and inventory levels in
conjunction with our overall sales trend. Further, inventory realization exposure is identified through analysis of
gross margins and markdowns in combination with changes in current business trends. We record excess and
slow-moving inventories at net realizable value.
Inventory write-offs during fiscal 2022, 2021 and 2020 were $1.5 million, $0.5 million and $65.2 million,
respectively. The $65.2 million inventory write-off for fiscal 2020 included $55.4 million in significant
inventory-write offs as a result of changes in the market for those inventories and the resulting slowdown in sell
through rates due to the impact of the pandemic during fiscal 2020.
6.
MARKETABLE SECURITIES:
Marketable securities are classified as available-for-sale and has historically consisted of corporate bonds,
commercial paper, U.S. government agencies and municipal securities. We did not have marketable securities as
of January 29, 2022.
The following tables summarize our investments in marketable securities at January 28, 2023:
January 28, 2023
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Total marketable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$24,875
$1
$(199)
$24,677
64

7.
FAIR VALUE MEASUREMENTS:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the
principal or most advantageous market in an orderly transaction between market participants on the measurement
date. Entities are required to use a three-level hierarchy, which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring fair value.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on
the measurement date. The three levels are defined as follows:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or; Unadjusted quoted
prices for identical or similar assets or liabilities in markets that are not active, or; Inputs other
than quoted prices that are observable for the asset or liability
Level 3 – Unobservable inputs for the asset or liability.
Assets Measured on a Recurring Basis
We measure certain financial assets at fair value on a recurring basis, including our marketable securities, as
applicable, which are classified as available-for-sale securities, certain cash equivalents, specifically our money
market accounts and assets held in our non-qualified deferred compensation plan, as applicable. The money
market accounts are valued based on quoted market prices in active markets. Our marketable securities are
generally valued based on other observable inputs for those securities (including market corroborated pricing or
other models that utilize observable inputs such as interest rates and yield curves) based on information provided
by independent third-party pricing entities, except for U.S. government securities which are valued based on
quoted market prices in active markets. The investments in our non-qualified deferred compensation plan are
valued using quoted market prices and are included in other assets on our audited condensed consolidated
balance sheets.
Assets Measured on a Nonrecurring Basis
From time to time, we measure certain assets at fair value on a nonrecurring basis when carrying value
exceeds fair value. This includes the evaluation of long-lived assets, goodwill and other intangible assets for
impairment using Company-specific assumptions which would fall within Level 3 of the fair value hierarchy.
Assets that are measured at fair value on a nonrecurring basis are remeasured when carrying value exceeds fair
value. Carrying value after impairment approximates fair value.
We assess the carrying amount of long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses market
participant rents and a market participant discount rate to calculate the fair value of ROU assets. The Company
uses discounted future cash flows of the asset or asset group using a discount rate that approximates the cost of
capital of a market participant to quantify fair value for other long-lived assets within the asset group which are
primarily leasehold improvements. The asset group is defined as the lowest level for which identifiable cash
flows are available and largely independent of the cash flows of other groups of assets, which for our retail
stores, is primarily at the store level.
To assess the fair value of goodwill, we have historically utilized both an income approach and a market
approach. Inputs used to calculate the fair value based on the income approach primarily include estimated future
cash flows, discounted at a rate that approximates the cost of capital of a market participant. Inputs used to
calculate the fair value based on the market approach include identifying sales and EBITDA multiples based on
guidelines for similar publicly traded companies and recent transactions.
To assess the fair value of trademarks, we utilize a relief from royalty approach. Inputs used to calculate the
fair value of the trademarks primarily include future sales projections, discounted at a rate that approximates the
cost of capital of a market participant and an estimated royalty rate.
The following table presents quantitative information about Level 3 significant unobservable inputs for the
WHBM trademark, long-lived assets at retail stores and operating lease assets for impairment charges incurred
during the period indicated.
65

January 30, 2021
(52 weeks)
Fair
Value
Valuation Technique
Unobservable Input
Range
(Weighted Average)
WHBM Trademark . . . . . . $5,000
Relief from royalty
Weighted-average cost of capital
13% to 15%
Long-term revenue growth rate
-1% to 16%
Long-lived assets at retail
stores and operating
lease assets(1). . . . . . . . . $89,588
Discounted cash flow
Weighted-average cost of capital
11% to 13%
Long-term revenue growth rate
2% to 53%
(1)
The fair value of $89.6 million specifically relates to only those locations which had impairment charges related to the pandemic
during fiscal 2020.
As of January 28, 2023 and January 29, 2022, the fair value of goodwill for the Chico’s reporting unit and
the WHBM trademark was $16 million and $5.0 million, respectively.
The Company performed its valuation of its goodwill and indefinite-lived intangible assets using a
quantitative approach during fiscal 2020 and recognized $114.3 million in pre-tax goodwill and indefinite-lived
intangible impairment charges as further discussed in Note 3, $29.7 million in pre-tax impairment charges
primarily consisting of leasehold improvements at certain underperforming stores, capitalized implementation
costs related to our cloud computing arrangements and other technology-related assets, and $4.8 million in
pre-tax impairment charges for operating lease assets, as further discussed in Note 4. Impairment charges for
assets evaluated for impairment on a nonrecurring basis were not material during fiscal 2022 and 2021.
As of January 28, 2023 and January 29, 2022, our revolving loan and letter of credit facility approximates
fair value as this instrument has a variable interest rate which approximates current market rates (Level 2
criteria).
Fair value calculations contain significant judgments and estimates, which may differ from actual results due
to, among other things, economic conditions, changes to the business model or changes in operating
performance. The most sensitive assumptions in our estimates include short and long-term revenue recoverability
rates as a result of the pandemic, which could impact future impairment charges.
We conduct reviews on a quarterly basis to verify pricing, assess liquidity and determine if significant inputs
have changed that would impact the fair value hierarchy disclosure.
66

In accordance with the provisions of the guidance, we categorized our financial assets and liabilities which
are valued on a recurring basis, based on the priority of the inputs to the valuation technique for the instruments,
as follows:
Fair Value Measurements at Reporting Date Using
January 28, 2023
(52 weeks)
Balance as of
January 28, 2023
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Impairment(1)
Recurring fair value
measurements:
Current Assets
Cash equivalents:
Money market accounts . . . . . .
$41,642
$41,642
$
—
$—
Marketable securities:
U.S. government agencies . . . .
5,506
—
5,506
—
Corporate bonds . . . . . . . . . . . .
12,802
—
12,802
—
Commercial paper . . . . . . . . . . .
6,369
—
6,369
—
Noncurrent Assets
Deferred compensation plan . . .
$
—
$
—
$
—
$—
Total recurring fair value
measurements. . . . . . . . . . . . . . . .
$66,319
$41,642
$24,677
$—
Fair Value Measurements at Reporting Date Using
January 29, 2022
(52 weeks)
Balance as of
January 29, 2022
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Impairment(1)
Recurring fair value
measurements:
Current Assets
Cash equivalents:
Money market accounts . . . . . .
$25,396
$25,396
$—
$—
Noncurrent Assets
Deferred compensation plan . . .
6,233
6,233
—
—
Total recurring fair value
measurements. . . . . . . . . . . . . . . .
$31,629
$31,629
$—
$—
67

Fair Value Measurements at Reporting Date Using
January 30, 2021
(52 weeks)
Balance as of
January 30, 2021
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Impairment
Recurring fair value
measurements:
Current Assets
Cash equivalents:
Money market accounts . . . . . .
$ 36,809
$36,809
$
—
$
—
Marketable securities:
Corporate bonds . . . . . . . . . . . .
18,559
—
18,559
—
Noncurrent Assets
Deferred compensation plan . . . . . . .
8,993
8,993
—
—
Total recurring fair value
measurements. . . . . . . . . . . . . . . .
$ 64,361
$45,802
$18,559
$
—
Nonrecurring fair value
measurements:
Noncurrent Assets
Goodwill . . . . . . . . . . . . . . . . . .
$ 16,360
$
—
$
—
$ 16,360
$ (80,414)
Trademark . . . . . . . . . . . . . . . . .
5,000
—
—
5,000
(29,000)
Long-lived assets. . . . . . . . . . . .
7,090
—
5,990
1,100(2)
(29,669)
Operating lease assets . . . . . . . .
88,488
—
—
88,488(2)
(4,795)
Total nonrecurring fair value
measurements. . . . . . . . . . . . . . . .
$116,938
$
—
$ 5,990
$110,948
$(143,878)
(1)
Impairment charges for assets evaluated for impairment on a nonrecurring basis were not material during fiscal 2021 and 2022.
(2)
The fair value of $1.1 million and $88.5 million specifically relates to only those locations which had asset impairment charges related
to the pandemic during fiscal 2020.
8.
PREPAID EXPENSES AND OTHER CURRENT ASSETS:
Prepaid expenses and other current assets consisted of the following:
January 28, 2023 January 29, 2022
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$29,835
$26,271
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,340
7,134
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,429
8,466
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$48,604
$41,871
9.
PROPERTY AND EQUIPMENT, NET:
Property and equipment, net, consisted of the following:
January 28, 2023 January 29, 2022
Land and land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
27,125
$
26,431
Building and building improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126,521
124,559
Equipment, furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
646,488
640,126
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
457,368
454,556
Total property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,257,502
1,245,672
Less: accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,065,337)
(1,050,340)
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
192,165
$
195,332
68

Total depreciation expense for fiscal 2022, 2021 and 2020 was $43.0 million, $50.4 million and
$63.2 million, respectively.
During fiscal 2021, the Company sold certain of its Corporate assets for $8.3 million, resulting in a net gain
of $1.8 million as reflected in loss on disposal and impairment of long-lived assets, net, in the accompanying
consolidated statements of cash flows.
10. LEASES:
We lease retail stores, a limited amount of office space and certain equipment under operating leases
expiring in various years through the fiscal year ending 2033. All of our leases have been classified as operating
leases and are recognized and measured as such.
Certain operating leases provide for renewal options that are at a pre-determined period and rental value.
Furthermore, certain leases provide that we may cancel the lease if our retail sales at that location fall below an
established level. Within the first few years of the initial lease term, a majority of our store operating leases
contain cancellation clauses that allow the leases to be terminated at our discretion, if certain minimum sales
levels are not met. In the normal course of business, operating leases are typically renewed or replaced by other
leases.
Escalation of operating lease payments of certain leases depend on an existing index or rate, such as the
consumer price index or the market interest rate. These are considered variable lease payments and are included
in lease payments when the escalation is known.
The Company deferred substantially all rent payments due in the months of April, May and June 2020 and
otherwise made reduced rent payments where and when applicable during fiscal 2020 as a result of the impact of
the pandemic. In April 2020, the FASB granted a practical expedient permitting an entity to choose to forgo the
evaluation of the enforceable rights and obligations of the original lease contract, specifically in situations where
rent concessions have been agreed to with landlords as a result of the pandemic. Instead, the entity may account
for pandemic-related rent concessions, whatever their form (e.g. rent deferral, abatement or other) either: a) as if
they were part of the enforceable rights and obligations of the parties under the existing lease contract; or b) as
lease modifications. During fiscal 2021 and 2020, we received concessions from certain landlords in the form of
rent deferrals, rent abatements and other lease or rent modifications as a result of the impact of the pandemic. In
accordance with the practical expedient allowed by the FASB, the Company has elected to treat all
pandemic-related rent concessions and related amendments, including pandemic-related lease amendments that
extended the lease term, as lease modifications under ASC 842, Leases. In addition, the Company continued
recording lease expense during deferral periods, as applicable, in accordance with its existing policies. The
Company made rent payments in accordance with its lease terms during fiscal 2021 and 2022.
Operating lease expense was as follows:
Fiscal 2022
Fiscal 2021
Fiscal 2020
Operating lease cost(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$223,151
$219,351
$235,301
(1)
Includes approximately $39.0 million, $38.4 million and $30.4 million in variable lease costs for fiscal 2022, 2021 and 2020,
respectively.
69

Supplemental balance sheet information related to operating leases was as follows:
Fiscal 2022
Fiscal 2021
Right of Use Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$435,321
$463,077
Current lease liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$153,202
$172,506
Long-term lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
349,409
381,081
Total operating lease liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$502,611
$553,587
Weighted Average Remaining Lease Term (years). . . . . . . . . . . . . . . . . . . . . . . . . . .
4.2
4.0
Weighted Average Discount Rate(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.3%
4.5%
(1)
The incremental borrowing rate used by the Company is based on the rate at which the Company could borrow funds using its credit
rating for a collateralized loan of similar term to the lease. The weighted average discount rate represents a weighted average of the
incremental borrowing rate for each lease, weighted based on the remaining fixed lease obligations.
Supplemental cash flow information related to operating leases was as follows:
Fiscal 2022
Fiscal 2021
Fiscal 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$205,235
$220,163(1) $175,329
Right of use assets obtained in exchange for lease obligations, non-cash . . .
$134,694
$ 35,010
$140,833
(1)
The Company suspended or deferred rental payments when and where applicable as a result of the impact of the pandemic.
Minimum future rental payments under non-cancelable operating leases (including leases with certain
minimum sales cancellation clauses described below and exclusive of variable common area maintenance charges
and/or contingent rental payments based on sales) as of January 28, 2023, are approximately as follows:
FISCAL YEAR ENDING:
February 3, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$179,556
February 1, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139,548
January 31, 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96,182
January 30, 2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66,212
January 29, 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39,882
Thereafter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49,362
Total future minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$570,742
Less imputed interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(68,131)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$502,611
Certain leases provide that we may cancel the lease if our retail sales at that location fall below an
established level. A majority of our store operating leases contain cancellation clauses that allow the leases to be
terminated at our discretion, if certain minimum sales levels are not met within the first few years of the lease
term. We have not historically met or exercised a significant number of these cancellation clauses and, therefore,
have included commitments for the full lease terms of such leases in the above table. For fiscal 2022, 2021 and
2020, total rent expense under operating leases was approximately $223.2 million, $219.4 million and
$235.3 million, respectively, including common area maintenance charges of approximately $42.2 million,
$41.8 million and $32.8 million, respectively, other rental charges of approximately $33.5 million, $34.3 million
and $49.8 million, respectively, and contingent rental expense, based on sales, of approximately $5.6 million,
$4.3 million and $2.4 million, respectively.
70

11.
OTHER CURRENT AND DEFERRED LIABILITIES:
Other current and deferred liabilities consisted of the following:
January 28, 2023 January 29, 2022
Allowance for customer returns, gift cards and store credits outstanding . . . . . . . .
$ 67,126
$ 59,035
Accrued payroll, benefits, bonuses and severance costs and termination benefits. .
41,201
41,507
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33,371
33,509
Other current and deferred liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$141,698
$134,051
The Coronavirus Aid, Relief and Economic Security (‘‘CARES’’) Act provided for the deferral of the
employer-paid portion of social security payroll taxes in fiscal 2020. We elected to defer the employer-paid
portion of social security payroll taxes through December 31, 2020 of $10.8 million which was remitted in
fiscal 2021. The CARES Act also provided refundable employee retention credits, which could be used to offset
payroll tax liabilities. For the year ended January 30, 2021, we recorded a benefit of approximately $7.0 million,
which primarily offsets payroll tax expense.
12. DEBT:
On February 2, 2022, the Company and certain material domestic subsidiaries entered into
Amendment No. 2 (the ‘‘Amendment’’) to its credit agreement (as amended, the ‘‘Credit Agreement’’) originally
entered into on August 2, 2018 and amended October 30, 2020, by and among the Company, certain material
domestic subsidiaries as co-borrowers and guarantors, Wells Fargo Bank, National Association (‘‘Wells Fargo
Bank’’), as Agent, letter of credit issuer and swing line lender, and certain lenders party thereto. Our obligations
under the Credit Agreement are guaranteed by the guarantors and are secured by a first priority lien on certain
assets of the Company and certain material domestic subsidiaries, including inventory, accounts receivable, cash
deposits, certain insurance proceeds, real estate, fixtures and certain intellectual property. The Credit Agreement
provides for a five-year asset-based senior secured revolving loan (‘‘ABL’’) and letter of credit facility of up to
$285.0 million, maturing February 2, 2027. The interest rate applicable to Term Secured Overnight Financing
Rate (‘‘SOFR’’) Loans drawn under the ABL is equal to Term SOFR plus 1.60% (subject to a further decrease to
Term SOFR plus 1.35% or an increase to Term SOFR plus 1.85% based upon average quarterly excess
availability under the ABL). The Credit Agreement also provides for a $15.0 million first-in last-out (‘‘FILO’’)
loan. The interest rate applicable to the FILO is equal to Term SOFR plus 3.60% (subject to a further decrease to
Term SOFR plus 3.35% or an increase to Term SOFR plus 3.85% based on average quarterly excess availability
under the FILO). However, for any ABL or FILO with a SOFR interest rate period of six months, the interest
rate applicable to the ABL and FILO is increased by 30 basis points.
The Credit Agreement contains customary representations, warranties, and affirmative covenants, as well as
customary negative covenants, that, among other things restrict, subject to certain exceptions, the ability of the
Company and certain of its domestic subsidiaries to: (i) incur liens, (ii) make investments, (iii) issue or incur
additional indebtedness, (iv) undergo significant corporate changes, including mergers and acquisitions, (v) make
dispositions, (vi) make restricted payments, (vii) prepay other indebtedness and (viii) enter into certain other
restrictive agreements. The Company may pay cash dividends and repurchase shares under its share buyback
program, subject to certain thresholds of available borrowings based upon the lesser of the aggregate amount of
commitments under the Credit Agreement and the borrowing base, determined after giving effect to any such
transaction or payment, on a pro forma basis. In addition, the Company must pay a commitment fee per annum
on the unused portion of the commitments under the Credit Agreement.
As of January 28, 2023, our outstanding debt consisted of $49.0 million in net borrowings were outstanding
under the Credit Agreement. Availability under the Credit Agreement is determined based upon a monthly
borrowing base calculation which includes eligible credit card receivables, real estate and inventory, less
outstanding borrowings, letters of credit and certain designated reserves. As of January 28, 2023, the available
additional borrowing capacity under the Credit Agreement was approximately $219 million, inclusive of the
current loan cap of $28 million.
As of January 28, 2023, deferred financing costs of $3.3 million was outstanding related to the Credit
Agreement, and is presented in other current assets in the accompanying consolidated balance sheets.
There are no debt payments due through fiscal year 2024 and $49.0 million is due in fiscal 2025.
71

13. COMMITMENTS AND CONTINGENCIES:
Leases
Information regarding our lease commitments and contingencies, including total rent expense under
operating leases and minimum future rental payments under non-cancelable operating leases (including leases
with certain minimum sales cancellation clauses and exclusive of variable common area maintenance charges
and/or contingent rental payments based on sales), as of January 28, 2023 as discussed further in Note 10.
Open Purchase Orders
At January 28, 2023 and January 29, 2022, we had approximately $409.6 million and $517.3 million,
respectively, of open purchase orders for inventory, in the normal course of business.
Legal Proceedings
We are not currently a party to any material legal proceedings other than claims and lawsuits arising in the
normal course of our business. All such matters are subject to uncertainties, and outcomes may not be
predictable. Consequently, the ultimate aggregate amounts of monetary liability or financial impact with respect
to such matters as of January 28, 2023 are not estimable. However, while such matters could affect our
consolidated operating results when resolved in future periods, management believes that upon final disposition,
any monetary liability or financial impact to us would not be material to our annual consolidated financial
statements.
14. SHARE-BASED COMPENSATION PLANS AND CAPITAL STOCK TRANSACTIONS:
General
In June 2020, the shareholders approved the 2020 Omnibus Stock and Incentive Plan (‘‘the 2020 Omnibus
Plan’’), which replaced the Chico’s FAS, Inc. Amended and Restated 2012 Omnibus Stock and Incentive Plan.
The aggregate number of shares of our common stock that may be issued under the 2020 Omnibus Plan is
11.3 million shares plus any shares represented by awards granted under prior plans that are forfeited, expired or
canceled without delivery of shares. Awards under the 2020 Omnibus Plan may be in the form of restricted
stock, restricted stock units, performance-based restricted stock, performance-based stock units, stock options and
stock appreciation rights, in accordance with the terms and conditions of the 2020 Omnibus Plan. The terms of
each award will be determined by the Human Resources, Compensation and Benefits Committee of the Board of
Directors or by the Board of Directors.
We have historically issued restricted stock, including non-vested restricted stock, performance-based stock
units and stock options. Shares of non-vested restricted stock granted prior to fiscal 2020 have the same voting
rights as common stock, are entitled to receive dividends and other distributions, and are considered to be
currently issued and outstanding. Shares of restricted stock granted after fiscal 2019 have the same voting rights
as common stock, are entitled to dividend equivalents only to the extent they have met their specific service
conditions and are considered to be currently issued and outstanding. The Company’s performance-based stock
units are subject to vesting conditions, including meeting specified annual Company performance objectives.
Under the annual PSU grants in March 2022, each performance based award recipient could vest 0% to 175% of
the target shares granted contingent on the achievement of the Company’s financial performance metrics.
Performance-based stock units are entitled to dividend equivalents only to the extent the specific performance
goals are met and are entitled to voting rights only upon the issuance of shares after meeting these specific
performance goals. Generally, share-based awards vest evenly over three years or cliff-vest after a three-year
period; stock options generally have a 10-year term. As of January 28, 2023, approximately 6.2 million shares
remain available for future grants of share-based awards assuming all awards will vest 100% of the target shares
granted.
Share-based compensation expense for all awards is based on the grant date fair value of the award, net of
estimated forfeitures, and is recognized over the requisite service period of the awards. Compensation expense
for restricted stock awards and stock options with a service condition is recognized on a straight-line basis over
the requisite service period. Compensation expense for performance-based awards with a service condition is
recognized ratably for each vesting tranche based on our estimate of the level and likelihood of meeting certain
Company-specific performance goals. We estimate the expected forfeiture rate for all share-based awards, and
72

only recognize expense for those shares expected to vest. In determining the portion of the share-based payment
award that is ultimately expected to be earned, we derive forfeiture rates based on historical data. In accordance
with the authoritative guidance, we revise our forfeiture rates, when necessary, in subsequent periods if actual
forfeitures differ from those originally estimated. Total compensation expense related to share-based awards in
fiscal 2022, 2021 and 2020 was $13.8 million, $12.0 million and $7.1 million, respectively. The total tax benefit
associated with share-based compensation for fiscal 2022, 2021 and 2020 was $3.5 million, $3.1 million and
$1.8 million, respectively.
Restricted Stock Awards
Restricted stock awards vest in equal annual installments over a three-year period from the date of grant,
except for a restricted stock award granted to our then Chief Executive Officer (‘‘CEO’’) and President in fiscal
2019, which vests over a four-year period from the date of grant, and restricted stock awards granted in March
2021, which vest 50% one year from the date of grant, 30% two years from the date of grant and 20% three
years from the date of grant.
Restricted stock award activity for fiscal 2022 was as follows:
Number
of Shares
Weighted Average
Grant Date
Fair Value
Unvested, beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,140,240
$3.18
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,773,372
4.81
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,722,431)
3.30
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(579,380)
3.77
Unvested, end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,611,801
4.02
Total fair value of shares of restricted stock awards that vested during fiscal 2022, 2021 and 2020 was
$14.2 million, $6.2 million and $3.3 million, respectively. The weighted average grant date fair value of
restricted stock awards granted during fiscal 2022, 2021 and 2020 was $4.81, $2.98 and $3.37, respectively. As
of January 28, 2023, there was $10.1 million of unrecognized share-based compensation expense related to
non-vested restricted stock awards. That cost is expected to be recognized over a weighted average remaining
period of approximately 1.8 years.
Restricted Stock Units
Restricted stock units vest 100% one year from the date of grant with certain rights to defer settlement in
shares of our common stock, except for restricted stock units granted in March 2021, which vest 50% one year
from the date of grant, 30% two years from the date of grant and 20% three years from the date of grant.
Restricted stock unit activity for fiscal 2022 was as follows:
Number of
Shares
Weighted Average
Grant Date
Fair Value
Unvested, beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
647,350
$2.38
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47,468
4.74
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(288,600)
2.66
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Unvested, end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
406,218
2.46
Total fair value of shares of restricted stock units that vested during fiscal 2022 and 2021 was $1.5 million
and $0.1 million, respectively. The weighted average grant date fair value of restricted stock units granted during
fiscal 2022 and 2021 was $4.74 and $2.56, respectively. As of January 28, 2023, there was $0.4 million of
unrecognized share-based compensation expense related to non-vested restricted stock units. That cost is expected
to be recognized over a weighted average remaining period of approximately 1.4 years.
73

Performance-based Stock Units
For fiscal 2022, we granted PSUs contingent upon the achievement of Company-specific performance goals
during the three fiscal years 2021 through 2023. Any units earned as a result of the achievement of the
performance goals of the PSUs will cliff vest three years from the date of grant and will be settled in shares of
our common stock.
Performance-based stock unit activity for fiscal 2022 was as follows:
Number of
Units/Shares
Weighted Average
Grant Date
Fair Value
Unvested, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,734,207
$2.24
Granted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
923,478
4.78
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,472,130)
1.16
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(489,106)
3.10
Unvested, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,696,449
3.40
Total fair value of performance-based stock units that vested during fiscal 2022, 2021 and 2020 was
$8.0 million, $0.0 million and $0.1 million, respectively. The weighted average grant date fair value of PSUs
granted during fiscal 2022, 2021 and 2020 was $4.78, $2.67 and $2.49, respectively. As of January 28, 2023,
there was $4.9 million of unrecognized share-based compensation expense related to non-vested PSUs. That cost
is expected to be recognized over a weighted average period of approximately 1.8 years.
Employee Stock Purchase Plan
At the 2021 Annual Meeting, shareholders approved the 2021 Employee Stock Purchase Plan (‘‘ESPP’’)
under which substantially all full-time employees are given the right to purchase shares of our common stock
during each of the four specified offering periods each fiscal year at a price equal to 85 percent of the value of
the stock immediately prior to the beginning of each offering period. During fiscal 2022, 2021 and 2020,
approximately 74 thousand, 14 thousand and 245 thousand shares, respectively, were purchased under the ESPP.
Cash received from purchases under the ESPP for fiscal 2022 was $0.3 million.
Share Repurchase Program
In November 2015, we announced a $300 million share repurchase authorization for the Company’s
common stock. We did not repurchase any of the Company’s common stock during fiscal 2022, 2021 and 2020.
As of January 28, 2023, $55.2 million remains under the share repurchase program. However, we have no
continuing obligation to repurchase shares under this authorization, and the timing, actual number and value of
any additional shares to be purchased will depend on the performance of our stock price, market conditions and
other considerations.
15. RETIREMENT PLANS:
We have a 401(k) defined contribution employee retirement benefit plan (the ‘‘Plan’’) covering all
employees upon the completion of six months of service and 500 hours worked. Participants must meet a
minimum age requirement of 21. Under the Plan, employees may contribute up to 75 percent of their annual
compensation, subject to certain statutory limitations. We have elected to match employee contributions at
50 percent on the first 6 percent of the employees’ contributions and can elect to make additional contributions
over and above the mandatory match. Employees’ rights to Company contributions vest fully upon completing
five years of service, with incremental vesting starting in service year two. As a result of the pandemic, the
Company temporarily suspended its match in fiscal 2020 which was subsequently reinstated. For fiscal 2022,
2021 and 2020, our costs under the Plan were approximately $2.9 million, $2.7 million and $0.7 million,
respectively.
Effective December 31, 2021, the Company made the decision to freeze the Chico’s FAS, Inc. Deferred
Compensation Plan (the ‘‘Deferred Plan’’) and to terminate and distribute the elective deferrals (and related
earnings) portion of the Deferred Plan in accordance with the Deferred Plan terms and requirements under
applicable tax laws. As of January 28, 2023, the Company’s liability for the deferred compensation is
$0.2 million.
74

16. INCOME TAXES:
The income tax provision consisted of the following:
Fiscal 2022
Fiscal 2021
Fiscal 2020
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$26,412
$12,847
$(102,046)
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,992
658
468
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
226
108
48
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,630
13,613
(101,530)
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(446)
157
(3,902)
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
30
5,532
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(430)
187
1,630
Income tax provision (benefit). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$29,200
$13,800
$ (99,900)
The foreign component of pre-tax income (loss), arising principally from operating foreign stores and other
management and cost sharing charges we are required to allocate under U.S. tax law, for fiscal 2022, 2021 and
2020 was $1.2 million, $(0.7) million and $(4.8) million, respectively.
On March 27, 2020, the CARES Act was enacted to provide economic relief to those impacted by the
COVID-19 pandemic. The CARES Act made various tax law changes including among other things
(i) modifications to the federal net operating loss rules including permitting federal net operating losses incurred
in 2018, 2019 and 2020 to be carried back to the five preceding taxable years in order to generate a refund of
previously paid income taxes (ii) enhanced recoverability of AMT tax credit carryforwards and (iii) enacted a
technical correction so that qualified improvement property can be immediately expensed under IRC Section
168(k).
As a result of the CARES Act, through fiscal 2022, the Company received tax refunds of $96.2 million, and
still maintains a $7.9 million income tax receivable related to the carryback of 2020 net operating losses. The
Company recorded an additional income tax benefit in fiscal 2021 of $2.5 million, over the $24.6 million that
was recorded in fiscal 2020, related to the 2020 carryback as the Company was subject to higher federal
corporate income tax rates in prior periods than the current statutory tax rate of 21%.
No additional income taxes have been provided for any remaining undistributed foreign earnings not subject
to the one-time transition tax, or any additional outside basis difference inherent in these entities, as these
amounts continue to be indefinitely reinvested in foreign operations. There were no significant undistributed
foreign earnings at January 28, 2023, January 29, 2022 and January 30, 2021.
A reconciliation between the statutory federal income tax rate and the effective income tax rate follows:
Fiscal 2022
Fiscal 2021
Fiscal 2020 (1)
Federal income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.0%
21.0%
21.0%
State income tax, net of federal tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.1
4.7
3.3
Goodwill impairment with no tax basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(3.3)
Impact of the CARES Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(4.2)
8.6
Excess share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1.1)
0.3
(0.3)
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5.0)
(1.0)
(7.6)
Executive compensation limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.7
1.1
—
Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.4
1.1
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.1%
23.0%
21.7%
(1)
Since fiscal 2019 is no longer reported, de minimis effective tax rate reconciling items have been combined in Other items, net, for all
years presented.
75

Deferred tax assets and liabilities are recorded due to different carrying amounts for financial and income
tax reporting purposes arising from cumulative temporary differences. These differences consist of the following
as of January 28, 2023 and January 29, 2022:
January 28, 2023 January 29, 2022
Deferred tax assets:
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 129,659
$ 141,918
Accrued liabilities and allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,512
18,346
Share-based compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,185
2,661
Property related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
579
353
State and foreign net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . .
6,048
10,210
Federal and state tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,553
4,227
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,418
1,438
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165,954
179,153
Valuation allowance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(28,827)
(35,754)
Net deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137,127
143,399
Deferred tax liabilities:
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(111,458)
(118,808)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,547)
(4,173)
Prepaid and other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,933)
(2,390)
Property related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14,944)
(14,222)
Other intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,315)
(5,306)
Total deferred tax liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(138,197)
(144,899)
Net deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(1,070)
$
(1,500)
As of January 28, 2023, the Company had deferred tax assets for state and local net operating losses and
federal and state tax credit carryovers in the amounts of $89.7 million and $4.4 million, respectively, on a gross
basis that could be utilized to reduce future years’ tax liabilities. The net operating losses and tax credit
carryovers expire, if unused, in the years 2023 - 2040 and 2023 - 2028, respectively. As of January 28, 2023, the
Company had deferred tax assets related to foreign net operating loss carryforwards in the amount of
$4.1 million on a gross basis. The foreign carryforwards will begin to expire, if unused, in 2024. Some foreign
net operating losses have an indefinite carryforward.
We consider both positive and negative evidence when measuring the need for a valuation allowance. The
weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current
and cumulative financial reporting results are a source of objectively verifiable evidence. We give operating
results during the most recent three-year period a significant weight in our analysis. We typically only consider
forecasts of future profitability when positive cumulative operating results exist in the most recent three-year
period. We perform scheduling exercises around the future reversal of existing temporary differences to
determine if sufficient taxable income of the appropriate character exists in the periods required in order to
realize our deferred tax assets with limited lives (such as tax loss carryforwards and tax credits) prior to their
expiration. We consider tax planning strategies that are prudent and feasible to accelerate taxable amounts if
required to utilize expiring deferred tax assets. A valuation allowance is not required to the extent that, in our
judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is
more likely than not that our deferred tax assets will be realized.
We consider our current forecasts of future profitability in assessing our ability to realize our deferred tax
assets, including our state and local net operating losses and credit carryforwards. These forecasts include the
impact of recent trends, including various macroeconomic factors such as the impact of the pandemic and
inflation, on our profitability. Macroeconomic factors, including the impact of the pandemic and inflation,
possess a high degree of volatility and can significantly impact our profitability. Given this uncertainty and the
76

Company’s cumulative three year losses, we believe we cannot rely on forecasts of future profitability for
purposes of our assessment of the realizability of deferred tax assets and as such, we conclude that it is not more
likely than not that, at January 28,2023, our U.S. net deferred tax assets will be utilized and a full valuation
allowance has been maintained.
For the fiscal years 2022 and 2021, the Company maintained a valuation allowance of $28.8 million and
$35.8 million, respectively, attributable to deferred tax assets, state, local and foreign net operating loss
carryforwards and federal and state tax credits which are not realizable on a more likely than not basis. The
amount of deferred tax assets considered realizable, however, could be adjusted in the next twelve months if
future objective negative evidence in the form of cumulative losses is no longer present and additional weight is
given to subjective evidence such as the Company’s forecasts of future profitability. In such case, the Company
will record an adjustment in the period in which such a determination is made.
Accumulated other comprehensive gain is shown net of deferred tax assets and deferred tax liabilities. The
amount was not significant at January 28, 2023 or January 29, 2022.
A reconciliation of the beginning and ending amounts of uncertain tax positions for each of fiscal 2022,
fiscal 2021 and fiscal 2020 is as follows:
Fiscal 2022
Fiscal 2021
Fiscal 2020
Balance at beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$437
$ 667
$747
Additions for tax positions of prior years. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
258
—
—
Reductions for tax positions of prior years. . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(280)
—
Additions for tax positions for the current year . . . . . . . . . . . . . . . . . . . . . . . .
277
137
—
Settlements/payments with tax authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(87)
—
Reductions due to lapse of applicable statutes of limitation . . . . . . . . . . . . . .
(63)
—
(80)
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$909
$ 437
$667
At January 28, 2023, January 29, 2022 and January 30, 2021, balances included $0.7 million, $0.3 million
and $0.5 million respectively, of unrecognized tax benefits that, if recognized, would favorably impact the
effective tax rate in future periods. We do not expect any events to occur that would cause a change to our
unrecognized tax benefits or income tax expense within the next twelve months.
Our continuing practice is to recognize potential accrued interest and penalties relating to unrecognized tax
benefits in the income tax provision. We incurred no interest and penalties for each of the fiscal years 2022,
2021 and 2020. We had no accruals for the payment of interest and penalties at January 28, 2023, January 29,
2022 and January 30, 2021 .
In fiscal 2006, we began participating in the IRS’s real time audit program, Compliance Assurance Process
(‘‘CAP’’). Under the CAP program, material tax issues and initiatives are disclosed to the IRS throughout the
year with the objective of reaching an agreement as to the proper reporting treatment when the federal return is
filed. Previous years through fiscal 2020 have been accepted. Fiscal 2021 is in the post-filing review process.
We are no longer subject to state and local examinations for years before fiscal 2018. Various foreign
examinations are currently underway for fiscal periods spanning from 2013 through 2019; however, we do not
expect any significant change to our uncertain tax positions within the next year.
77

17. NET INCOME (LOSS) PER SHARE:
The following table sets forth the computation of basic and diluted net income (loss) per share shown on the
face of the accompanying consolidated statements of income (loss) (in thousands, except per share amounts):
January 28, 2023
January 29, 2022
January 30, 2021
Numerator
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$108,999
$ 46,218
$(360,144)
Net income and dividends declared allocated to
participating securities. . . . . . . . . . . . . . . . . . . . . . . . . .
(338)
(377)
(160)
Net income (loss) available to common shareholders . . .
$108,661
$ 45,841
$(360,304)
Denominator
Weighted average common shares outstanding – basic. .
119,935
117,100
115,994
Dilutive effect of non-participating securities . . . . . . . . .
4,110
5,241
—
Weighted average common and common equivalent
shares outstanding – diluted . . . . . . . . . . . . . . . . . . . . .
124,045
122,341
115,994
Net income (loss) per common share:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.91
$
0.39
$
(3.11)
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.88
$
0.37
$
(3.11)
In fiscal 2022, 2021 and 2020, 0.1 million, 0.1 million and 2.1 million of potential shares of common stock
were excluded from the diluted per share calculation relating to non-participating securities, because the effect of
including these potential shares was antidilutive.
18. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)(1):
Net Sales
Gross
Margin
Net Income
(Loss)
Net Income
(Loss) Per
Common
Share - Basic
Net Income
(Loss)
Common and Common
Equivalent
Share - Diluted
(dollars in thousands, except per share amounts)
Fiscal year ended January 28, 2023:
First quarter. . . . . . . . . . . . . . . . . . . . . .
$540,915
$216,565
$34,932
$ 0.29
$ 0.28
Second quarter . . . . . . . . . . . . . . . . . . .
558,720
231,514
41,961
0.35
0.34
Third quarter . . . . . . . . . . . . . . . . . . . . .
518,332
207,440
24,619
0.20
0.20
Fourth quarter . . . . . . . . . . . . . . . . . . . .
524,053
182,924
7,487
0.06
0.06
Fiscal year ended January 29, 2022:
First quarter. . . . . . . . . . . . . . . . . . . . . .
$387,961
$126,795
$ (8,929)
$(0.08)
$(0.08)
Second quarter . . . . . . . . . . . . . . . . . . .
472,059
181,458
26,187
0.22
0.21
Third quarter(2) . . . . . . . . . . . . . . . . . . .
453,644
184,439
18,226
0.15
0.15
Fourth quarter . . . . . . . . . . . . . . . . . . . .
496,263
171,307
10,734
0.09
0.09
(1)
The sum of the quarters may not equal the corresponding year-to-date amount due to rounding.
(2)
Results for the third quarter of fiscal 2021 include litigation settlement charges of $4 million, after-tax.
78

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance that information
required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the
‘‘Exchange Act’’), is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in reports filed under the Exchange Act is
accumulated and communicated to management, including the principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, an evaluation was carried out under the supervision and
with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of such period, our disclosure controls and procedures were effective in providing
reasonable assurance in timely alerting them to material information relating to us (including our consolidated
subsidiaries) and that information required to be disclosed in our reports is recorded, processed, summarized and
reported as required to be included in our periodic SEC filings.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the fourth fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 28,
2023 as required by Rule 13a-15(c) under the Exchange Act. In making this assessment, we used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -
Integrated Framework (2013 framework). Based on our evaluation, management concluded that our internal
control over financial reporting was effective as of January 28, 2023.
No system of controls, no matter how well designed and operated, can provide absolute assurance that the
objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that
the system of controls has operated effectively in all cases. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies and
procedures may deteriorate.
The Company’s independent registered public accounting firm, Ernst & Young LLP, that audited the
consolidated financial statements included in this Annual Report on Form 10-K, issued an attestation report on
the Company’s internal control over financial reporting as of January 28, 2023, which follows.
79

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Chico’s FAS, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Chico’s FAS, Inc. and subsidiaries’ internal control over financial reporting as of
January 28, 2023, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In
our opinion, Chico’s FAS, Inc. and subsidiaries (the Company) maintained, in all material respects, effective
internal control over financial reporting as of January 28, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of Chico’s FAS, Inc. and subsidiaries as of January 28,
2023 and January 29, 2022, the related consolidated statements of income (loss), comprehensive income (loss),
shareholders’ equity and cash flows for each of the three fiscal years in the period ended January 28, 2023, and
the related notes and our report dated March 14, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tampa, Florida
March 14, 2023
80

ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
81

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information about our executive officers, directors and nominees for director, procedures by which security
holders may recommend director nominees, the Code of Ethics, the Audit Committee, Audit Committee
membership and our Audit Committee financial expert in our 2023 Annual Meeting proxy statement is
incorporated herein by reference.
ITEM 11.
EXECUTIVE COMPENSATION
Information about executive and director compensation and the Human Resources, Compensation and
Benefits Committee Report in our 2023 Annual Meeting proxy statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Except as provided below, the information required by this item is included in our 2023 Annual Meeting
proxy statement and is incorporated herein by reference.
Equity Compensation Plan Information
The following table shows information concerning our equity compensation plans as of January 28, 2023:
Plan Category
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(a)
(b)2
(c)3
Equity compensation
plans approved by
security holders1 . . . . . .
5,083,988
$—
5,695,160
Total. . . . . . . . . . . . . . . . . .
5,083,988
$—
5,695,160
1.
Consists of the 2020 Omnibus Stock and Incentive Plan (‘‘2020 Omnibus Plan’’) and the 2021 Employee Stock Purchase Plan.
2.
There were no outstanding stock options as of January 28, 2023. The weighted average exercise price does not take into account
the shares issuable upon vesting of outstanding restricted stock, restricted stock units or performance stock units, which have no
exercise price.
3.
Consists of (i) 3.8 million shares that were available for future issuance under the 2020 Omnibus Plan as of January 28, 2023
and (ii) 1.9 million shares that were available for future issuance under the 2021 Employee Stock Purchase Plan as of
January 28, 2023, including shares subject to purchase during the current offering period.
82

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is included in our 2023 Annual Meeting proxy statement and is
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is included in our 2023 Annual Meeting proxy statement and is
incorporated herein by reference.
83

PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Documents filed as part of this Report.
(1)
The following consolidated financial statements are contained in Item 8:
Consolidated Financial Statements
Page in this Report
Report of Ernst & Young LLP, independent registered public accounting firm (Public
Company Accounting Oversight Board ID: 42) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Consolidated Statements of Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Consolidated Statements of Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Consolidated Statements of Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
(2)
The following Financial Statement Schedules are included herein:
Schedules are not submitted because they are not applicable, not required or because the required
information is included in the financial statements or the notes thereto.
(3)
The following exhibits are filed as part of this report:
3.1
Amended and Restated By-laws of Chico’s FAS, Inc. (incorporated by reference to Exhibit 3.1 to the
Company’s Form 10-Q, as filed with the Commission on November 22, 2016)
3.1.1
Amendment to Amended and Restated Bylaws of Chico’s FAS, Inc. (incorporated by reference to
Exhibit 3.1 to the Company’s Form 8-K, as filed with the Commission on June 24, 2019)
3.2
Restated Articles of Incorporation of Chico’s FAS, Inc. (incorporated by reference to Exhibit 3.2 to the
Company’s Form 10-Q, as filed with the Commission on November 27, 2019)
3.2.1
Articles of Amendment to Articles of Incorporation of Chico’s FAS, Inc. Designating Series A Junior
Participating Preferred Stock, dated as of April 2, 2020 (incorporated by reference to Exhibit 3.1 to the
Company’s Form 8-K, as filed with the Commission on April 3, 2020)
4.1
Description of the Company’s Capital Stock (incorporated by reference to Exhibit 4.1 to the
Company’s Form 10-K, as filed with the Commission on March 9, 2021)
10.1*
Indemnification Agreement with David F. Walker (incorporated by reference to Exhibit 10.1 to the
Company’s Form 10-Q, as filed with the Commission on November 29, 2005)
10.2*
Indemnification Agreement with John J. Mahoney (incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K as filed with the Commission on July 25, 2008)
10.3*
Chico’s FAS, Inc. Deferred Compensation Plan effective April 1, 2002 (incorporated by reference to
Exhibit 10.53 to the Company’s Form 10-K, as filed with the Commission on April 24, 2002)
10.4*
Chico’s FAS, Inc. Deferred Compensation Plan (as Amended and Restated Effective January 1, 2019)
(incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K, as filed with the
Commission on March 19, 2019)
10.5
Lease Agreement between Joint Development Authority of Winder-Barrow County and Chico’s Real
Estate, LLC dated as of March 25, 2002 (incorporated by reference to Exhibit 10.54 to the Company’s
Form 10-K, as filed with the Commission on April 24, 2002)
10.6*
Indemnification Agreement with Janice L. Fields (incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K, as filed with the Commission on May 7, 2013)
10.7*
Indemnification Agreement with Bonnie R. Brooks (incorporated by reference to Exhibit 10.46 to the
Company’s Form 10-K, as filed with the Commission on March 7, 2017)
10.8*
Incentive Compensation Clawback Policy, effective April 6, 2017 (incorporated by reference to
Exhibit 10.1 to the Company’s Form 10-Q, as filed with the Commission on May 25, 2017)
84

10.9*
Chico’s FAS, Inc. Amended and Restated 2012 Omnibus Stock and Incentive Plan (incorporated by
reference to Exhibit 10.55 to the Company’s Form 8-K as filed with the Commission on June 27,
2017)
10.10*
Form of Amended and Restated 2012 Omnibus Stock and Incentive Plan Restricted Stock Unit
Agreement for Non-Employee Directors (for awards on or after June 22, 2017) (incorporated by
reference to Exhibit 10.3 to the Company’s Form 10-Q, as filed with the Commission on August 31,
2017)
10.11*
Indemnification Agreement with Deborah L. Kerr, dated November 15, 2017 (incorporated by
reference to Exhibit 10.3 to the Company’s Form 10-Q, as filed with the Commission on
November 22, 2017)
10.12*
Form of Amended and Restated 2012 Omnibus Stock and Incentive Plan Performance Award
Agreement for Performance Share Units for Employees (for awards on or after March 1, 2018)
(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission
on February 16, 2018)
10.13*
Form of Amended and Restated 2012 Omnibus Stock and Incentive Plan Restricted Stock Agreement
for Employees (for awards on or after March 1, 2018) (incorporated by reference to Exhibit 10.44 to
the Company’s Form 10-K, as filed with the Commission on March 13, 2018)
10.14
Credit Agreement among the Company, certain of its subsidiaries, Wells Fargo Bank, National
Association and the Lenders parties thereto dated as of August 2, 2018 (incorporated by reference to
Exhibit 10.49 to the Company’s Form 8-K, as filed with the Commission on August 3, 2018)
10.15*
Indemnification agreement with Kim Roy, dated February 18, 2019 (incorporated by reference to
Exhibit 10.44 to the Company’s Form 10-K, as filed with the Commission on March 19, 2019)
10.16*
Restricted Stock Award Agreement between Chico’s FAS, Inc. and Bonnie R. Brooks under the
Amended and Restated 2012 Omnibus Stock and Incentive Plan, dated August 20, 2019 (incorporated
by reference to Exhibit 10.3 to the Company’s Form 8-K/A, as filed with the Commission on
August 20, 2019)
10.17*
Employment letter agreement between the Company and Molly Langenstein, dated as of July 15, 2019
(incorporated by reference to Exhibit 10.57 to the Company’s Form 10-Q, as filed with the
Commission on August 28, 2019)
10.18*
Restrictive covenant agreement between the Company and Molly Langenstein, dated as of August 1,
2019 (incorporated by reference to Exhibit 10.58 to the Company’s Form 10-Q, as filed with the
Commission on August 28, 2019)
10.19*
Restrictive covenant agreement between the Company and Bonnie R. Brooks, dated as of August 20,
2019 (incorporated by reference to Exhibit 10.60 to the Company’s Form 10-Q, as filed with the
Commission on August 28, 2019)
10.20*
Chico’s FAS, Inc. Officer Severance Plan and Summary Plan Description effective January 1, 2020
(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission
on November 22, 2019)
10.21*
First Amendment to Chico’s FAS, Inc. Deferred Compensation Plan (as amended and restated on
January 1, 2019) effective January 1, 2020 (incorporated by reference to Exhibit 10.52 to the
Company’s Form 10-K, as filed with the Commission on March 16, 2020)
10.22*
First Amendment to Chico’s FAS, Inc. Officer Severance Plan and Summary Plan Description (as
amended and restated effective January 1, 2020), effective March 31, 2020 (incorporated by reference
to Exhibit 10.3 to the Company’s Form 10-Q, as filed with the Commission on June 11, 2020)
10.23*
Second Amendment to Chico’s FAS, Inc. Deferred Compensation Plan (as amended and restated on
January 1, 2019), effective April 4, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s
Form 10-Q, as filed with the Commission on June 11, 2020)
10.24*
Employment letter agreement between the Company and Molly Langenstein, dated as of April 27,
2020 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the
Commission on April 30, 2020)
85

10.25*
Chico’s FAS, Inc. 2020 Omnibus Stock and Incentive Plan, effective June 25, 2020 (incorporated by
reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on June 29, 2020)
10.26*
Chico’s FAS, Inc. Cash Bonus Incentive Plan, as amended and restated June 24, 2020 (incorporated by
reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the Commission on June 29, 2020)
10.27*
Performance Award Agreement for Performance Share Units between Chico’s FAS, Inc. and Molly
Langenstein under the 2020 Omnibus Stock and Incentive Plan, dated July 1, 2020 (incorporated by
reference to Exhibit 10.3 to the Company’s Form 10-Q, as filed with the Commission on August 27,
2020)
10.28*
Restricted Stock Award Agreement between Chico’s FAS, Inc. and Molly Langenstein under the 2020
Omnibus Stock and Incentive Plan, dated July 1, 2020 (incorporated by reference to Exhibit 10.4 to
the Company’s Form 10-Q, as filed with the Commission on August 27, 2020)
10.29*
Form of 2020 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Employees (for
awards on or after June 24, 2020) (incorporated by reference to Exhibit 10.5 to the Company’s
Form 10-Q, as filed with the Commission on August 27, 2020)
10.30*
Amendment No. 1 to Credit Agreement, dated as of October 30, 2020, by and among Chico’s FAS,
Inc., certain of its subsidiaries and Wells Fargo Bank, National Association and the lenders party
thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the
Commission on November 2, 2020)
10.31*
Form of 2020 Omnibus Stock and Incentive Plan Restricted Stock Unit Agreement for Executive Chair
(for awards on or after March 3, 2021) (incorporated by reference to Exhibit 10.55 to the Company’s
Form 10-K, as filed with the Commission on March 9, 2021)
10.32*
Form of 2020 Omnibus Stock and Incentive Plan Performance Award Agreement for Performance
Share Units for Employees (for awards on or after March 3, 2021) (incorporated by reference to
Exhibit 10.56 to the Company’s Form 10-K, as filed with the Commission on March 9, 2021)
10.33*
Form of 2020 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Employees (for
awards on or after March 3, 2021) (incorporated by reference to Exhibit 10.57 to the Company’s
Form 10-K, as filed with the Commission on March 9, 2021)
10.34*
Employment letter agreement between the Company and Joseph R. Topper, Jr., dated as of March 9,
2021 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, as filed with the
Commission on June 9, 2021)
10.35*
Restrictive covenant agreement between the Company and Joseph R. Topper, Jr., dated as of March 10,
2021 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, as filed with the
Commission on June 9, 2021)
10.36*
Indemnification Agreement with Kevin Mansell, dated as of April 26, 2021 (incorporated by reference
to Exhibit 10.3 to the Company’s Form 10-Q, as filed with the Commission on June 9, 2021)
10.37*
Form of 2020 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Non-Employee
Directors (for awards on or after June 24, 2021) (incorporated by reference to Exhibit 10.1 to the
Company’s Form 10-Q, as filed with the Commission on September 1, 2021)
10.38*
Second Amendment to Chico’s FAS, Inc. Officer Severance Plan and Summary Plan Description
effective September 14, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K,
as filed with the Commission on September 20, 2021)
10.39*
Employment letter agreement between the Company and Patrick Guido, dated as of September 15,
2021 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the
Commission on September 17, 2021)
10.40*
Restrictive covenant agreement between the Company and Patrick Guido, dated as of September 15,
2021 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the
Commission on September 17, 2021)
86

10.41*
Indemnification agreement between the Company and Patrick Guido, dated as of September 20, 2021
(incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q, as filed with the Commission
on December 1, 2021)
10.42*
Employment letter agreement between the Company and Wendy Hufford, dated as of August 20, 2021
(incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q, as filed with the Commission
on December 1, 2021)
10.43*
Restrictive covenant agreement between the Company and Wendy Hufford, dated as of September 13,
2021 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q, as filed with the
Commission on December 1, 2021)
10.44
Amendment No. 2 to Credit Agreement, dated as of February 2, 2022, by and among Chico’s FAS,
Inc., certain of its subsidiaries and Wells Fargo Bank, National Association and the lenders party
thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the
Commission on February 4, 2022)
10.45*
Chico’s FAS, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to
the Company’s Form S-8, as filed with the Commission on June 29, 2021)
10.46*
Indemnification Agreement with Molly Langenstein, dated as of June 25, 2020 (incorporated by
reference to Exhibit 10.52 to the Company’s Form 10-K, as filed with the Commission on March 15,
2022)
10.47*
Employment letter agreement between the Company and David M. Oliver, dated as of February 24,
2012 (incorporated by reference to Exhibit 10.53 to the Company’s Form 10-K, as filed with the
Commission on March 15, 2022)
10.48*
Employment letter agreement between the Company and Kristin Gwinner, dated as of November 5,
2012 (incorporated by reference to Exhibit 10.54 to the Company’s Form 10-K, as filed with the
Commission on March 15, 2022)
10.49*
Third Amendment to Chico’s FAS, Inc. Deferred Compensation Plan (as amended and restated on
January 1, 2019), effective December 31, 2021 (incorporated by reference to Exhibit 10.55 to the
Company’s Form 10-K, as filed with the Commission on March 15, 2022)
10.50*
Indemnification Agreement with Eli Kumekpor, dated as of March 23, 2022 (incorporated by reference
to Exhibit 10.2 to the Company’s Form 10-Q, as filed with the Commission on June 8, 2022)
10.51*
Form of 2020 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Employees (for
awards on or after March 1, 2022) (incorporated by reference to Exhibit 10.3 to the Company’s
Form 10-Q, as filed with the Commission on June 8, 2022)
10.52*
Form of 2020 Omnibus Stock and Incentive Plan Restricted Stock Unit Agreement for Executive Chair
(for awards on or after March 1, 2022) (incorporated by reference to Exhibit 10.4 to the Company’s
Form 10-Q, as filed with the Commission on June 8, 2022)
10.53*
Form of 2020 Omnibus Stock and Incentive Plan Performance Award Agreement for Performance
Share Units for Employees (for awards on or after March 1, 2022) (incorporated by reference to
Exhibit 10.5 to the Company’s Form 10-Q, as filed with the Commission on June 8, 2022)
10.54*
Form of 2020 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Employees (for
awards on or after March 1, 2023)
10.55*
Form of 2020 Omnibus Stock and Incentive Plan Performance Award Agreement for Performance
Share Units for Employees (for awards on or after March 1, 2023)
21
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company’s Form 10-K,
as filed with the Commission on March 9, 2021)
23
Consent of Ernst & Young LLP
31.1
Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002- Chief Executive Officer
31.2
Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002- Chief Financial Officer
87

32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
101
The following financial statements from the Company’s Annual Report on Form 10-K for the year
ended January 28, 2023, formatted in Inline XBRL: (i) Consolidated Statements of Income (Loss),
(ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets,
(iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and
(vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104
The cover page from the Company’s Annual Report on Form 10-K for the year ended January 28,
2023, formatted in Inline XBRL (included within Exhibit 101).
*
Denotes management contract
ITEM 16. FORM 10-K SUMMARY
Not applicable.
88

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHICO’S FAS, INC.
By:
/s/ Molly Langenstein
Molly Langenstein
Chief Executive Officer, President and Director
Date: March 14, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Molly Langenstein
Chief Executive Officer, President and Director
(Principal Executive Officer)
March 14, 2023
Molly Langenstein
/s/ Patrick J. Guido
Executive Vice President and Chief Financial
Officer
(Principal Financial Officer)
March 14, 2023
Patrick J. Guido
/s/ David M. Oliver
Senior Vice President, Finance – Controller and
Chief Accounting Officer
(Principal Accounting Officer)
March 14, 2023
David M. Oliver
/s/ Kevin Mansell
Chair of the Board, Director
March 14, 2023
Kevin Mansell
/s/ Bonnie R. Brooks
Director
March 14, 2023
Bonnie R. Brooks
/s/ Janice L. Fields
Director
March 14, 2023
Janice L. Fields
/s/ Deborah L. Kerr
Director
March 14, 2023
Deborah L. Kerr
/s/ Eli Kumekpor
Director
March 14, 2023
Eli Kumekpor
/s/ John J. Mahoney
Director
March 14, 2023
John J. Mahoney
/s/ Kim Roy
Director
March 14, 2023
Kim Roy
/s/ David F. Walker
Director
March 14, 2023
David F. Walker
89

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