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SECURITIES AND EXCHANGE COMMISSION

Form 10-K

Commission file number 0-21258

Chico’s FAS, Inc.

11215 Metro Parkway,

(239) 277-6200

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

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 þ         No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K    o.

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

State the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant:

	Approximately $2,293,100,000 as of August 2, 2003 (based upon the closing sales price reported by the NYSE and published in the Wall Street Journal on August 4, 2003).

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 $.01 per share — 89,093,699 shares as of March 31, 2004.

Documents incorporated by reference:

	Part II Annual Report to Stockholders for the Fiscal Year Ended January 31, 2004.
	Part III Definitive Proxy Statement for the Company’s Annual Meeting of Stockholders presently scheduled for June 22, 2004.

CHICO’S FAS, INC.

ANNUAL REPORT ON FORM 10-K

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PART I

General

      Chico’s FAS, Inc. (together with its subsidiaries, the “Company”) is a specialty retailer of exclusively designed, private label, sophisticated, casual-to-dressy clothing, complementary accessories and other non-clothing gift items under the Chico’s and White House | Black Market brand names.

	Chico’s. The Chico’s brand, which began operations in 1983, focuses on women who are 35 years old and up with moderate and higher income levels. The styling is relaxed, figure-flattering and mostly designed for easy care. The Chico’s brand is vertically integrated and the Company designs virtually all of its products either in-house or working with its independent vendors.
	White House | Black Market. The White House | Black Market brand, which began operations in 1985 and which was acquired by the Company in September 2003, focuses on women between the ages of 25 and 45 who lead active work and social lives with moderate to high income levels. Its offerings include high-quality fashion and merchandise in the classic and timeless colors of white and black and related shades. The White House | Black Market brand works closely with a number of vendors and agents to select, modify, create and combine products designed and manufactured by them or their sources.

      The Company continues to explore and test other specialty retail concepts, which it believes could be future growth vehicles. If and when a test concept is considered to be successful and appears to offer profitable growth within a reasonable time horizon, such concept would be expanded beyond the test phase.

	Soma by Chico’s. In September 2003, the Company announced plans to open approximately 10 test stores for its new intimate apparel concept, “Soma by Chico’s”, aimed at customers with the same age and income as customers of the Chico’s brand. This concept is currently planning to offer foundation products in intimate apparel, sleepwear, bodywear and active wear that could ultimately appeal to a broader customer base than Chico’s. The Company plans to begin opening these test stores during the third quarter of fiscal 2004. The plan is for the Soma by Chico’s brand to work closely with a number of vendors and agents to select and modify products designed and manufactured by them or their sources and to design proprietary products either in house or working with these vendors.
	Pazo. In March 2003, the Company launched the Pazo concept by opening 10 test stores in seven southern and southwestern states. In September 2003, the Company announced its decision to discontinue its Pazo test. Although the Company believed that the financial performance of this concept could be improved over time, the Company believed that a strategy of focusing on the White House | Black Market brand and the testing and possible expansion of the Soma by Chico’s concept was a preferable strategy.

      The Company historically has endeavored to maintain a merchandise mix which emphasizes the continued introduction of new styles and designs to complement its seasonal and core product offerings. The Company intends to continue this approach with respect to its Chico’s brand and intends to expand the utilization of this approach with respect to the White House | Black Market brand.

      As of March 31, 2004, the Company operated 559 retail stores, including those under the names of Chico’s and White House | Black Market in 45 states, the District of Columbia, the Virgin Islands and Puerto Rico. The Company’s 403 Chico’s front-line Company-owned stores and 121 White House | Black Market stores, as of this date, compete in the “better-priced” market, with 31% of these stores in upscale malls, 18% in upscale street locations and the balance in open air specialty and strip centers. Chico’s also has 12 franchised locations remaining in 4 states, although no new franchisees have been authorized since 1989. There are also 23 Chico’s outlet locations at March 31, 2004, which provide clearance activities for the Chico’s front-line stores. Currently, there are no White House | Black Market outlets, although several stores have been designated as “sale” stores for clearance purposes. There are plans to open additional Chico’s outlets and White House | Black Market outlet locations in fiscal 2004 and beyond.

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      In May 2000, the Company established a call center for catalog and online sales for its Chico’s brand. Although the Chico’s brand mails a catalog almost every month, the Company historically has relied on these catalogs as a staple to drive its customers into its Chico’s brand stores. Since May 2000, these catalogs have also served to promote and encourage call-in and online sales. Sales through the catalog’s toll free telephone numbers and from www.chicos.com amounted to $22.8 million in fiscal 2003 and are viewed as additional sales that provide a customer service for those who prefer shopping in this manner. The Company also launched a catalog for the White House | Black Market brand for the first time during the fiscal 2003 Christmas holiday season. This catalog was designed to drive customers into the White House | Black Market stores, and the Company has not yet established the ability for customers to order White House | Black Market merchandise online or through the catalog. The Company intends to expand its call center operations to handle catalog and online sales of White House | Black Market merchandise in early fiscal 2005.

      Chico’s has been experiencing annual double digit same store sales increases since fiscal 1997. Through late 2000, the Company had been able to use markdowns (first, second and special sales) in its front-line stores to effectively clear merchandise without opening new outlets. During this time, the Company operated between 7 and 8 outlets. In late 2000, Chico’s decided to develop a plan to discontinue using some of its smaller front-line stores as clearance vehicles and to reallocate more of the square footage to full-priced merchandise. To this end, the Chico’s brand established a separate outlet division, with separate management, which has since expanded to 23 Chico’s outlets, most of which have a larger average store square footage than in previous years. In order to provide the outlets with a full complement of merchandise, Chico’s also developed a supplemental product line for distribution only through its outlet stores which product line had been labeled “Market by Chico’s.” During fiscal 2004, the Company will be changing the name of this label to avoid confusion with its newly acquired White House | Black Market brand. This supplemental label includes select product items that are designed to help promote the clearance of existing merchandise.

      Also during the past few fiscal years, the Company has been testing the expansion of its Chico’s brand within its stores by offering certain items which complement the clothing product, such as footwear, leather goods, watches, and other gift products which are designed by the Company. All of these items are intended to promote the Chico’s brand in areas beyond clothing. Because of the additional space required to accommodate these additional categories and in an effort to improve the visual ambiance of its clothing and accessory presentations, the Company has been actively pursuing larger spaces for its existing and new Chico’s brand stores. Rather than targeting a 1,200-1,500 net selling square foot store as the Company had pursued through fiscal 1998, the Company now believes the target Chico’s brand store size is in the 1,800-3,000 net selling square feet range. Although the Company may from time to time still open Chico’s brand stores in the 1,200-1,700 net selling square foot range, particularly in markets where rents are very high or when a larger well positioned store is not available at a particular location, the Company’s primary focus in both its new and existing markets is a Chico’s brand store with 1,800-3,000 net selling square feet.

      The average size of the White House | Black Market brand store has been about 30-40% smaller than the current targeted size for a Chico’s store. In the future, the primary focus for White House | Black Market brand stores, in both new and existing markets, is expected to be a store with 1,500-2,000 net selling square feet.

      The Company intends to continue locating a large portion of its front-line Company-owned stores, including Chico’s and White House | Black Market, primarily in established upscale, outdoor destination shopping areas and high-end enclosed malls located either in tourist areas or in, or near, mid-to-larger sized markets. Recently, the Company has been testing several locations in smaller sized markets with encouraging results. The Company intends to expand its opening of stores in smaller sized markets as long as results are meeting expectations. In the fiscal year ended January 31, 2004 (fiscal 2003), the Company opened 72 net new Company-owned stores (including 7 White House | Black Market stores opened since The White House, Inc. was acquired in September 2003 and 6 new Chico’s outlet stores). The Company plans to open a minimum of between 85 and 95 net new Company-owned stores in the fiscal year ending January 29, 2005 (fiscal 2004). Of this total, approximately 40-45 are expected to be Chico’s stores, approximately 35-40 are expected to be White House | Black Market stores, and approximately 10 stores are expected to be opened as

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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”). As of September 5, 2003, The White House operated 107 stores in 30 states, the Virgin Islands, Puerto Rico and the District of Columbia. As a result of the acquisition, the Company believes it is now poised to strengthen its position in the specialty retail market and more effectively continue with its overall growth strategy.

      Over the three-year period ended on February 1, 2003, The White House increased its store base from 60 to 92 stores and achieved a compound annual growth rate in net sales of 32.9%. The White House’s comparable store sales gains averaged 11.5% per fiscal year during this period, increasing 13.1% in the fiscal year ended February 2, 2002 and 16.3% in the fiscal year ended February 1, 2003. The Company believes that its expertise in brand management, sourcing and other logistics provides the Company with the ability to continue to successfully expand product offerings and distribution under the White House | Black Market brand. The Company believes there are excellent opportunities for achieving operating synergies, some of which are already being realized. The Company has already begun to integrate many of The White House’s overhead functions with the Company’s current operations, with the intention of further increasing the cash flow and profitability of The White House’s brand.

Business Strategies

      Overall Growth Strategy. Over the last several years, the Company has been building its infrastructure to accommodate anticipated future growth in its store base and the associated increases in revenues and expenses. This increase in infrastructure includes significant additions to its senior and middle management teams, a rollout of state-of-the art cash registers (fiscal 2001), a new distribution center (fiscal 2002) and new back office software which “went live” in the latter half of fiscal 2003. As discussed above, the Company acquired The White House, Inc. and its concept, White House | Black Market. The Company believes the White House | Black Market concept has the potential for continued future growth within the United States and, through the added leverage of the two concepts in the leasing marketplace, better site locations for future Chico’s and White House | Black Market stores. The Company has established annual square footage growth of at least 20% as its overall goal (which aggregates the square footage of Chico’s, Soma by Chico’s and White House | Black Market stores) for the next several years. From the perspective of separately assessing the growth potential of each of the Company’s two primary divisions in the United States and the potential Canada market, the Company anticipates the overall market for Chico’s stores to be between 600 and 800 stores, and that the overall market for White House | Black Market stores is very comparable to the potential number of Chico’s brand stores.

      Distinctive Private Label Clothing and Coordinated Accessories. The most important element of the Company’s business strategies is the distinctive private label clothing and complementary accessories offered for sale at its stores.

	Chico’s. Emphasizing a relaxed fit as well as comfort, the Chico’s brand clothing is made mostly from natural fabrics (including cotton, rayon, linen and silk) blends and sophisticated synthetics and synthetic blends. Accessories, such as handbags, belts, shoes and jewelry, including earrings, necklaces and bracelets, are specifically designed to coordinate with the colors and patterns of the Chico’s brand clothing, enabling customers to easily enhance and individualize their wardrobe selections.
	The Company designs virtually all of the clothing and accessories offered at the Chico’s stores either in-house or working with its independent vendors, and the Company controls most aspects of the design process, including choices of pattern, construction, specifications, fabric, finishes and color.
	The private label Chico’s brand clothing is designed through the coordinated efforts of the Company’s merchandising and product development teams. Style, pattern, color and fabric for individual

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	items of the private label Chico’s brand clothing are developed based upon historical sales data, anticipated future sales and perceived current and future fashion trends that will appeal to its target customer.
	The Chico’s brand product development and merchandising teams develop the in-house designs and design modifications. By conceptualizing and designing in-house and then contracting, for the most part, directly with manufacturers and providing some on-site quality control, the Company has been able to realize average initial gross profit margins for its Chico’s brand clothing and accessories that are higher than the industry average, while at the same time providing value to its customers.
	The distinctive nature of the Chico’s brand clothing is carried through in its sizing. Stores within the Chico’s brand incorporate international type sizing, utilizing sizes 0 (size 4-6), 1 (size 8-10), 2 (size 10-12), and 3 (size 14-16). As in the past, the Chico’s brand occasionally will offer one-size-fits-all and small, medium and large sizing for some items. The relaxed nature of clothing bearing the Chico’s name allows the Chico’s stores to utilize this unusual sizing and thus to offer a wide selection of clothing without having to invest in a large number of different sizes within a single style. The Company has recently added half sizes (sizes .5, 1.5, 2.5 and 3.5) to some of its pant styles, most notably jeans.
	White House | Black Market. The White House | Black Market brand clothing is made from natural and synthetic fabrics, including cotton, rayon, silk, polyester, tencel, microfibers and matte jersey, all in the classic and timeless colors of black and white and related shades. As is the case with the Chico’s brand, the accessories, such as handbags, belts and jewelry, including earrings, necklaces and bracelets, are specifically purchased and developed to coordinate with the colors and patterns of the White House | Black Market brand clothing, enabling customers to easily enhance and individualize their wardrobe selections.
	Similar to the Chico’s brand, the clothing and accessories offered at the White House | Black Market stores are both designed in-house and designed and developed in conjunction with the Company’s direct vendors and third party manufacturers, although, for the most part, the White House | Black Market purchases from intermediaries rather than directly from the manufacturers. The merchandise is selected, enhanced and created so as to carry out the White House | Black Market commitment to “make women feel beautiful” and to project a contemporary, feminine and youthful self-image. As is the case with the Chico’s brand, the style, pattern, color and fabric for individual items of White House | Black Market brand clothing are selected based upon historical sales data, anticipated future sales and perceived current and future fashion trends that will appeal to its target customer.
	For the foreseeable future, the Company will continue to allow the White House | Black Market vendors to assist the merchandising and creative teams in the design and development of the White House | Black Market clothing and accessories. The Company intends to offer the assistance of the sourcing and product development teams for the Chico’s brand to the White House | Black Market teams in the process of product development and sourcing, and, at the appropriate time, may transition the in-house design and sourcing process for its product offering to deal more directly with its manufacturers
	Sizing in White House | Black Market stores is currently American sizes in the 0-14 range, which the Company believes is more appropriate for the target White House | Black Market customer. As a result, the fit of the White House | Black Market clothing tends to be comfortable, yet more styled to enhance the figure of a body-conscious woman.

      Personalized Service and Customer Assistance. The Company has always considered personalized customer service one of the most important factors in determining its success. The Company intends, through its specialized training efforts, to make certain that sales associates in both Chico’s and White House | Black Market stores offer assistance and advice on various aspects of their customers’ fashion and wardrobe needs, including clothing and accessory style and color selection, coordination of complete outfits, and suggestions on different ways in which to wear the clothing and accessories.

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	Chico’s. As part of its strategy to reinforce the casual and comfortable aspects of the Chico’s brand clothing, Chico’s sales associates are trained to demonstrate to customers the most attractive ways to wear Chico’s brand clothing. Dressing rooms in a Chico’s store are generally not equipped with mirrors, encouraging customers to come out of the dressing rooms so that store personnel can provide such assistance. Chico’s stores have not found it necessary to offer alteration services.
	Sales associates at Chico’s stores are encouraged to know their regular customers’ preferences and to assist those customers in selecting merchandise best suited to their tastes and wardrobe needs. The Company encourages, but does not require, sales associates at Chico’s stores to wear the Chico’s brand clothing and accessories in its stores (subject to varying state laws) and, to complement this, it offers substantial employee discounts. To better serve the Chico’s customer, sales associates are encouraged to become familiar with new styles and designs of clothing and accessories by trying on new merchandise.
	White House | Black Market. Although customer service has always been very important to White House | Black Market sales associates, the Company is in the process of developing new training programs to provide an even more focused customer service emphasis for the White House | Black Market sales associates, borrowing proven strategies from the operations of its Chico’s stores. These successful customer service strategies are being tailored to the White House | Black Market store brand and product offerings and are to be implemented through this enhanced training of White House | Black Market sales associates. Although White House | Black Market dressing rooms are equipped with mirrors (and are expected to continue to be so equipped), store associates will be trained to further enhance their abilities to assist and advise on various aspects of their customers’ fashion and wardrobe needs.

      The Company takes pride in empowering its associates to make decisions that best service the customer. This healthy sense of empowerment enables the Company’s associates to exceed customers’ expectations. In addition, many of the Chico’s store managers and sales associates were themselves Chico’s customers prior to joining the Company and can therefore more easily identify with customers. The Company’s associates are expected to keep individual stores open until the last customer in the store has been served. If an item is not available at a particular store, sales associates are encouraged to arrange for the item to be shipped directly to the customer from another Chico’s or White House | Black Market store. The Company provides a Company sponsored “SKU hotline” to assist sales associates with this task.

      Customer Loyalty. Building customer loyalty through focused preferred customer programs and effective implementation of the Company’s merchandising and customer service strategies is considered a key element for the Company’s success.

	Chico’s. Chico’s preferred customer club, which was established in the early 1990’s and which is known as the “Passport Club”, was designed to encourage repeat sales and customer loyalty for its Chico’s brand. Features of the club include discounts, special promotions, invitations to private sales, and personalized phone calls regarding new Chico’s brand merchandise. In late 1994, the Company decided to limit the number of new members and to evaluate ways to restructure the program.
	The Company relaunched the Passport Club (“Passport”) in February 1999 with essentially the same features. A Chico’s brand customer signs up to join the Passport Club at no cost, initially as a “preliminary” member. Once the customer spends $500 over any time frame, the customer becomes a “permanent” member entitled to a 5% lifetime discount, advance sale notices, free shipping and other benefits. Since the relaunch in early 1999, Chico’s has been very successful in increasing its database of preliminary and permanent Passport members. As of January 31, 2004, Chico’s had over 940,000 permanent Passport members and over 3.0 million preliminary Passport members. During fiscal 2003, the permanent Passport members accounted for approximately 74% of overall sales, while the preliminary members accounted for 20% of overall sales. Also, during fiscal 2003, Chico’s signed up an average of 66,000 preliminary new members per month, of which an average of 25,000 per month spent the required $500 to become a permanent member. Prior to the relaunch of Passport, the permanent members accounted for approximately 10% of overall sales at Chico’s stores and the Company was unable to effectively track preliminary Passport members sales.
	The Company believes that permanent Passport members shop more frequently and spend more on the average transaction than preliminary Passport members. During the fiscal year ended January 31,

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	2004, the average permanent Chico’s passport member spent $112 per transaction and shopped four to seven times per year, while the preliminary Passport members averaged $75 per transaction and shopped one to three times per year.
	With the sophisticated database hardware and software the Company has acquired to manage the SKU-level transactions being recorded for both preliminary and permanent Passport members, the Company believes it is better able to more sharply focus its marketing, design and merchandising efforts to better address and define the desires of its target customer. The Company intends to extend the Passport benefits offered to the Chico’s customers at its Soma by Chico’s test stores.
	White House | Black Market. The Company anticipates beginning a customer loyalty program that may, or may not, be similar to Passport for its White House | Black Market customers in late fiscal 2004 or early fiscal 2005. Based on the responses to catalogs and magazine advertisements in fiscal 2004, the Company will evaluate the anticipated needs of the White House | Black Market customer and will seek to develop a frequent shopper club designed to meet those needs.

      High-Energy, Loyal Associates. The Company believes that the dedication, high energy level and experience of the members of its senior management team, support staff and store associates are key to its continued growth and success and helps to encourage personalized attention to the needs of its customers.

      In selecting its associates at all levels of responsibility, the Company looks for quality individuals with high energy levels who project a positive outlook. The Company has found that such persons perform most effectively for the Company and contribute to a fun and exciting shopping experience for its customers. White House | Black Market has followed a similar philosophy for its associates and this has helped to facilitate an easier integration from a personnel perspective.

      Sales associates are compensated with a base hourly wage but also have opportunities to earn substantial incentive compensation based on their individual sales. For the most part, these incentives are based upon the dollar amount of sales to individual customers, thereby encouraging sales of multiple items and focusing the sales associate on each transaction. Store managers receive base salaries and are eligible to earn various incentive bonuses tied to individual sales and storewide sales performance. Each store brand has separate district and regional managers. The district and regional managers receive base salaries and also have the opportunity to earn monthly incentive compensation based upon the sales performance of stores in their districts and regions, as well as incentives, including, in some years, stock options, based on their district or region performance compared to the overall sales performance of the respective store brand.

      The Company offers its associates other recognition programs and the opportunity to participate in its stock incentive, stock purchase and 401(k) programs. Management believes that these programs and policies offer the Company’s associates opportunities to earn total compensation at levels generally at, or above, the average in the retail industry for comparable positions.

      The Company’s emphasis, where possible, on a “promote from within” philosophy, combined with increases in the number of new Company-owned stores, provides opportunities for qualified associates to advance to higher positions in the Company.

      Additional Company-Owned Stores. Management believes that the ability to open additional Company-owned stores will be a factor in the future success of the Company. During fiscal 2000, the Company opened 50 new Company-owned front-line stores and two new franchised stores while closing two front-line stores and one outlet store. During fiscal 2001, the Company opened 59 new front-line Company-owned stores and five new Company-owned outlet stores, while closing two front-line stores and one outlet store. During fiscal 2002, the Company opened 60 new Company-owned front-line stores, 6 new Company-owned outlet stores and one new franchised store, while no stores were closed. Prior to March 2003, all stores opened were under the Chico’s brand name. During fiscal 2003, the Company opened 51 new Company-owned Chico’s front-line stores, 10 Pazo stores, seven White House | Black Market stores (since September 5, 2003) and six new Company-owned outlet stores, while closing two Chico’s front-line stores. Also, during fiscal 2003, the Company converted one Pazo store into a Chico’s front-line store. During fiscal 2003, the Company decided to discontinue the Pazo test concept and will convert 9 of the Pazo stores to the Company’s other concepts and will permanently close the remaining Pazo store. As of March 31, 2004, the Company has opened 4, net front-

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      In general, the Company intends to locate its new stores predominantly outside of Florida. In deciding whether to open a new store, the Company undertakes an extensive analysis which includes the following: identifying an appropriate geographic market; satisfying certain local demographic requirements; evaluating the location of the shopping area or mall and the site within the shopping area or mall; assessing proposed lease terms; and evaluating the sales volume necessary to achieve certain profitability criteria. Once the Company takes occupancy, it usually takes from three to five weeks to open a store. After opening, Chico’s front-line stores have typically generated positive cash flow within the first year of operation (after allocation of a portion of home office administrative expense based on sales) and have typically had an eleven to eighteen month payback of all initial capital and inventory costs. Prior to the Company’s acquisition of the White House | Black Market chain, White House | Black Market stores, on average, generated positive cash flow within the first year of operations and achieved an eighteen to twenty-four month payback of initial capital and inventory costs. The Company expects new White House | Black Market stores to continue to generate positive cash flow within their first year of operations and expects the new White House | Black Market stores to improve on these performance measures by achieving payback of all initial capital and inventory costs within at least eighteen months after opening. However, there can be no assurance that new Chico’s or White House | Black Market stores will achieve operating results similar to those achieved in the past.

      The Company plans to grow by opening additional Company-owned stores and does not currently intend to increase the number of franchisees. The Company intends to continue providing full support for its franchise network and anticipates that one of its existing franchisees may be able to further meet the Chico’s criteria for opening additional stores in its limited territory. This franchisee opened one new franchised store in fiscal 1998, one in fiscal 1999, two in fiscal 2000, none in fiscal 2001, one in fiscal 2002 and none in fiscal 2003.

Store Locations

      The Company’s Chico’s and White House | Black Market stores are situated, for the most part, either in tourist areas or in, or near, mid-to-larger sized markets. Recently, the Company has been testing several locations in smaller sized markets with encouraging results. The Company intends to expand its opening of stores in smaller sized markets as long as results are meeting expectations. The Company’s front-line stores are located almost exclusively in upscale outdoor destination shopping areas, high-end enclosed shopping malls and, to a lesser degree, regional malls which offer high traffic of the respective target customers of the brand. For both brands, the Company seeks to locate the Company-owned front-line stores where there are other upscale specialty stores and, as to its mall locations, where there are two or more mid-to-high end department stores as anchor tenants. The Chico’s brand outlet stores are, for the most part, located in outlet centers, although the Company is evaluating the possibility of opening several new outlets in value centers.

      At January 31, 2004, the Chico’s brand Company-owned front-line stores average approximately 1,939 net selling square feet, while the Chico’s brand Company-owned outlet stores average approximately 2,998 net selling square feet and the White House | Black Market brand stores average approximately 1,175 net selling square feet. The Company seeks to open Chico’s brand front-line stores with approximately 1,800-3,000 net selling square feet and to open White House | Black Market brand stores with approximately 1,500-2,000 net selling square feet. However, in locations where the Company has a desire to establish a store for either brand but where the optimum store size or location is unavailable, the Company will lease a front-line store with as few as 1,200 net selling square feet or as many as 4,000 net selling square feet. If the volume of business at one of these smaller stores is sufficient, and there is no ability to expand the existing store, the Company has chosen in the past to open additional stores nearby, operating more than one store in the same general shopping area. Non-selling space within Company-owned stores for both principal brands generally amounts to 20-25% of the gross leased space, and is not considered in the net selling square foot calculations.

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      At March 31, 2004, there were 559 stores, of which 403 were Company-owned front-line Chico’s stores, 23 were Company-owned Chico’s outlet stores, 12 were franchised Chico’s stores and 121 were White House | Black Market stores. The Company’s current stores are located in the following jurisdictions: