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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT

Chico’s FAS, Inc.

11215 Metro Parkway, Fort Myers, Florida 33912

239-277-6200

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, and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes þ  No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

At November 26, 2003, there were 87,119,138 shares outstanding of Common Stock, $.01 par value per share.

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CHICO’S FAS, Inc.

Index

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CHICO’S FAS, Inc. and Subsidiaries

See Accompanying Notes.

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CHICO’S FAS, Inc. and Subsidiaries

See Accompanying Notes.

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CHICO’S FAS, Inc. and Subsidiaries

See Accompanying Notes.

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CHICO’S FAS, Inc. and Subsidiaries

Note 1. Basis of Presentation

     The accompanying unaudited consolidated financial statements of Chico’s FAS, Inc. and its wholly-owned subsidiaries (collectively, “Chico’s” or the “Company”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended February 1, 2003, included in the Company’s Annual Report on Form 10-K filed on April 28, 2003. The February 1, 2003 balance sheet amounts were derived from audited financial statements included in the Company’s Annual Report.

     Operating results for the thirty-nine weeks ended November 1, 2003 are not necessarily indicative of the results that may be expected for the entire year.

Note 2. The White House, Inc. Acquisition

     On September 5, 2003, the Company acquired all of the outstanding common stock of The White House, Inc. (The White House) for approximately $92.9 million, consisting of approximately $88.6 million in cash (including acquisition costs of $2.7 million) and approximately $4.3 million in the Company’s common stock represented by the issuance of approximately 151,000 shares of the Company’s common stock. The Company funded the cash portion of the purchase price from current cash balances and from the sale of certain marketable securities. Of the cash consideration, $12.5 million was placed in a one-year escrow to cover certain indemnification obligations of the Sellers. As a result of the transaction, The White House has become a wholly-owned subsidiary of the Company.

     As of September 5, 2003, The White House operated 107 stores in 30 states, the Virgin Islands, Puerto Rico and the District of Columbia that sell high-quality fashion and basic merchandise assorted primarily in the classic and timeless colors of white and black and related shades. As a result of the acquisition, the Company believes it can strengthen its position in the specialty retail market and continue with its overall growth strategy. The transaction was accounted for under the purchase method of accounting, and accordingly the results of operations of The White House have been consolidated in the Company’s financial statements since the date of acquisition.

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CHICO’S FAS, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
November 1, 2003
(Unaudited)
(in thousands, except share and per share amounts)

Note 2. The White House, Inc. Acquisition (continued)

     The total purchase consideration has been allocated to the assets and liabilities acquired, including an identifiable intangible asset (trademark), based on their respective estimated fair values as summarized below. The allocation of the purchase price to the assets and liabilities acquired resulted in excess purchase consideration over the net assets and identifiable intangible asset acquired of $59.4 million and this excess has been assigned to goodwill. Such goodwill and the amounts allocated to the intangible asset are not expected to be deductible for tax purposes. The purchase price allocation is subject to change and will be finalized upon review and refinement of certain estimates. A summary of the allocation of the purchase price follows: