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Charming Shoppes Reports Second Quarter Results

BENSALEM, Pa., Aug. 26 /PRNewswire-FirstCall/ -- Charming Shoppes, Inc. (Nasdaq: CHRS) a leading multi-brand apparel retailer specializing in women's plus-size apparel, today reported sales and operating results for the three and six month periods ended August 1, 2009.

Recent Developments

    --  On August 13, 2009, Charming Shoppes announced it had entered into an
        agreement for the sale of its credit card receivables program to
        Alliance Data Systems Corporation, and expects to receive net cash
        proceeds of approximately $110 million related to the transaction at
        closing. Charming Shoppes and Alliance Data have also entered into a
        ten-year operating agreement for the servicing of Charming Shoppes'
        private label credit card receivables program. The benefits of the
        transaction include the removal of financing risk associated with the
        credit card receivable securitization program and the credit risk of the
        underlying credit card portfolio.  The Company expects the transaction
        to be non-dilutive, and to close before the end of the year, subject to
        attaining certain customary regulatory approvals.

    --  On August 3, 2009, Charming Shoppes announced it had entered into a
        three-year loan agreement through July 2012 for a new senior secured
        revolving credit facility in the amount of $225 million.

Results for the quarter, compared to the same quarter of the prior year, include:

    --  A net sales decrease of $121.4 million or 18.7%, reflecting a 14%
        decrease in comparable store sales and the impact of net store closings.
        Same store inventories decreased 18%;
    --  Gross Profit was $263.9 million in the quarter, a decrease of $39.0
        million, related to lower net sales, and somewhat offset by improvement
        in gross margin.  Gross margin improved 330 basis points to 50.0% of
        sales, compared to 46.7% in the year ago period;
    --  Decreases in total operating expenses (excluding restructuring charges)
        of $39.5 million or 13.5%;
    --  Income from operations was $10.3 million, excluding restructuring
        charges of $7.8 million, reflecting a year over year increase of 5.7%
        compared to income from operations of $9.8 million, excluding
        restructuring charges of $14.9 million, in the prior year period (refer
        to GAAP to non-GAAP reconciliation, below);
    --  Net income was $5.0 million in the quarter, or $0.04 per diluted share,
        compared to a net loss of $(10.7) million or $(0.09) per diluted share
        in the year ago period.  The current year's results include
        restructuring charges offset by a gain on the repurchase of debt; the
        prior year's results include restructuring charges and a loss from
        discontinued operations.
    --  Total liquidity was $316 million, including $117 million in cash and
        $199 million of net availability on the Company's undrawn committed
        line of credit;

    --  The repurchase of $38.2 million face value of the Company's 1.125%
        Convertible Notes due 2014 (the "Notes") during the quarter,
        at a cost of $21.0 million.  In aggregate, as of August 25, 2009, the
        Company has repurchased $51.7 million of Notes at a cost of $26.6
        million.

Jim Fogarty, President and Chief Executive Officer of Charming Shoppes, Inc., said, "In August, we were pleased to announce the completion of two key initiatives - the signing of an agreement to sell our credit card business and the completion of our revolver refinancing. In addition, last week, we launched brand new websites at lanebryant.com, fashionbug.com, and catherines.com. The new online stores represent fresh and upgraded e-commerce platforms to support our core brands.

Fogarty continued, "Our consolidated results for the quarter continued to reflect a difficult retail environment, delivering both disappointing comparable store sales and earning power. Our sales reflected negative but generally improving comps to last quarter at our Lane Bryant and Catherines brands, as we made progress on more balanced and compelling assortments. Our Fashion Bug brand had a difficult second quarter with spring and summer assortments that were not compelling to our consumer; however, our assortments did not yet reflect our new product leadership. On profitability for the quarter, we were able to offset volume declines with disciplined inventory management, gross margin improvement, and reductions in both SG&A and Occupancy expense. Finally, we are positioned for the third quarter with much less seasonal carry-over inventory than in the prior year.

"We are focused on continuing improvements in our Lane Bryant and Catherines businesses and on stabilizing our Fashion Bug brand. Further, we remain committed to our five key priorities:

    --  Focus on the Consumer;
    --  Stabilize and Begin to Grow Profitable Revenue;
    --  Increase EBITDA;
    --  Increase Cash Flow, and;

    --  Employee Empowerment with Accountability."

Beginning with the three and six month periods ended August 1, 2009, the Company has changed its financial statement presentation to report Cost of Goods Sold, Occupancy and Buying, and Depreciation and Amortization separately.

Additionally, the Company's fiscal year designations will now be aligned with the calendar years. Results for the current fiscal year ending January 30, 2010 are reported as Fiscal Year 2009. Results for the last fiscal year ended January 31, 2009 refer to Fiscal Year 2008, and so forth.

Second Quarter Consolidated Results

    --  Net sales from continuing operations for the three months ended August
        1, 2009 decreased $121.4 million or 18.7% to $527.2 million, compared to
        $648.6 million for the three months ended August 2, 2008.  The decrease
        in sales was primarily as a result of a comparable store sales decrease
        of 14% and the impact of 120 store closings and 21 store openings during
        the last four quarters.  Comparable store sales declined 13%, 18% and 9%
        at the Company's Lane Bryant, Fashion Bug and Catherines brands,
        respectively.
    --  Gross Profit decreased $39.0 million or 12.9% to $263.9 million in the
        second quarter, compared to $302.8 million in the same quarter last
        year, primarily related to lower sales volumes, somewhat offset by
        improvement in the gross margin rate.  Gross margin improved by 330
        basis points to 50.0% for the quarter ended August 1, 2009, compared to
        46.7% for the quarter ended August 2, 2008, as a result of lean
        inventories and reduced markdowns on spring and summer seasonal
        merchandise.
    --  Occupancy and Buying expense decreased $5.5 million, or 5.2%, related to
        the operation of fewer stores and occupancy reductions secured, somewhat
        offset by increases in buying costs.
    --  Selling, general and administrative expense decreased $30.2 million or
        18.4% to $134.3 million in the second quarter, compared to $164.5
        million in the same quarter last year, primarily related to expense
        reduction initiatives and the closing of under-performing stores.
        SG&A expense, as a percent of sales, was 25.5% and essentially flat
        year over year.
    --  Depreciation and Amortization expense decreased $3.8 million or 16.5% to
        $19.2 million in the quarter, compared to $23.0 million in the same
        quarter last year, primarily related to operating fewer stores than in
        the year ago period.  D&A expense, as a percent of sales, was 3.6%
        and essentially flat year over year.
    --  Restructuring charges of $7.8 million recorded during the quarter ended
        August 1, 2009 primarily represented costs related to the Company's
        transformational initiatives and accelerated depreciation on
        discontinued or divested catalog businesses.  $3.3 million of these
        charges were non-cash charges.  Restructuring charges of $14.9 million
        recorded during the quarter ended August 2, 2008 primarily included
        charges related to the severance agreement between Charming Shoppes and
        its former Chief Executive Officer and to previously announced
        consolidation and streamlining initiatives.
    --  Income from operations was $10.3 million, excluding restructuring
        charges of $7.8 million, and represented a 5.7% year over year increase
        on an 18.7% sales decline.  The prior year period was $9.8 million,
        excluding restructuring charges of $14.9 million. (Refer to GAAP to
        non-GAAP reconciliation, below.)
    --  The Company's interest expense of $4.5 million included $2.6
        million of non-cash interest expense, related to the adoption of FSP APB
        14-1 during the first quarter of the current fiscal year.
    --  The tax provision for the second quarter primarily represents certain
        state and foreign income taxes, as well as required deferred taxes, due
        to the Company continuing to have a valuation allowance recorded against
        its net deferred tax assets.

    --  Net income was $5.0 million, or $0.04 per diluted share, compared to a
        net loss of $(10.7) million or $(0.09) per diluted share in the year ago
        period.  The current year's results include restructuring charges
        offset by a gain on the repurchase of debt; the prior year's
        results include restructuring charges of $14.9 million ($9.3 million,
        after-tax) or $(0.08) per diluted share and a loss from discontinued
        operations of $5.2 million or $(0.05) per diluted share.

Commenting on the quarter and the Company's liquidity, Eric M. Specter, Executive Vice President and Chief Financial Officer, said, "Effective with today's quarterly report, we have changed the presentation of our financial statements to provide additional detail about our operating performance. This change is intended to improve transparency and disclosure.

"Our balance sheet remained strong, and our total liquidity increased to $316 million. Our strong liquidity allowed us to opportunistically repurchase $38.2 million of Notes at a 45% discount for a cash purchase price of $21.0 million. Our liquidity at the end of the quarter includes $117 million in cash and net availability of $199 million on our fully committed and undrawn $225 million line of credit. We remain vigilant in the management of our inventories and operating expenses, and continue to take a conservative planning approach during this difficult economic environment."

For the six months ended August 1, 2009, the Company reported a loss from continuing operations of $(1.6) million or $(0.01) per diluted share, which includes net charges of $(0.04) per diluted share related to restructuring charges and a gain on the repurchase of debt. This compares to a loss from continuing operations for the six months ended August 2, 2008 of $(6.5) million or $(0.06) per diluted share, which included restructuring charges of $(0.10) per diluted share. Non-cash interest expense, related to the adoption of FSP APB 14-1, represented $(0.05) per diluted share in the six month period ended August 1, 2009 and $(0.03) per diluted share in the six month period ended August 2, 2008.

Sales results for the three month periods ended August 1, 2009 and August 2, 2008 were:




                              Net Sales     Net Sales   Total Comparable Store
                               for the       for the     Net    Sales Change
                            Three Months  Three Months  Sales      for the
                            Ended 8/1/09  Ended 8/2/08  Change  Three Months
                           -------------- ------------  ------  Ended 8/1/09
                           ($in millions)($in millions)  (%)   ---------------

    Lane Bryant Stores(1)      $246.9        $285.4      -13%        -13%
    Fashion Bug Stores          189.4         246.9      -23%        -18%
    Catherines Stores            77.1          83.6       -8%         -9%
    Catalog Sales                 6.3          22.5      -72%         NA
    Other (2)                     7.5          10.2      -26%         NA
    ------------                  ---          ----      ---          --
    Consolidated               $527.2        $648.6      -19%        -14%

Sales results for the six month periods ended August 1, 2009 and August 2, 2008 were:




                              Net Sales    Net Sales    Total Comparable Store
                               for the      for the      Net    Sales Change
                             Six Months    Six Months   Sales      for the
                            Ended 8/1/09  Ended 8/2/08  Change   Six Months
                           -------------- ------------  ------  Ended 8/1/09
                           ($in millions)($in millions)  (%)   ---------------

    Lane Bryant Stores(1)      $500.7        $582.4      -14%        -14%
    Fashion Bug Stores          368.1         468.8      -21%        -16%
    Catherines Stores           155.9         170.0       -8%         -9%
    Catalog Sales                25.8          49.5      -48%         NA
    Other (2)                    14.8          19.3      -23%         NA
    ------------                 ----          ----      ---          --
    Consolidated             $1,065.3      $1,290.0      -17%        -14%

    (1) Includes Lane Bryant Outlet Stores; (2)Includes Petite Sophisticate
        Retail and Outlet Stores, Corporate and Other.

Charming Shoppes, Inc. will host its second quarter earnings conference call today at 9:15 am Eastern time. To listen to the conference call, please dial 877-407-8293 approximately 10 minutes prior to the scheduled event. The conference call will also be simulcast and rebroadcast at http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-audioArchives. The general public is invited to listen to the conference call via the webcast or the dial-in telephone number.

A transcript of prepared remarks for the conference call will be accessible at http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-audioArchives following the conference call on Wednesday, August 26, 2009.

The conference call will be recorded on behalf of Charming Shoppes, Inc. and consists of copyrighted material. It may not be re-recorded, reproduced, transmitted or rebroadcast, in whole or in part, without the Company's express written permission. Accessing this call or the rebroadcast constitutes consent to these terms and conditions. Participation in this call serves as consent to having any comments or statements made appear on any transcript, broadcast or rebroadcast of this call.

At August 1, 2009, Charming Shoppes, Inc. operated 2,258 retail stores in 48 states under the names LANE BRYANT(R), LANE BRYANT OUTLET(R), FASHION BUG(R), FASHION BUG PLUS(R), CATHERINES PLUS SIZES(R), and PETITE SOPHISTICATE OUTLET(R). The Company also operates the Figi's Gifts in Good Taste catalog, specializing in holiday fare, gift-giving convenience, and exclusive and personalized items. During the six months ended August 1, 2009 the Company opened 8, relocated 6, and closed 51 retail stores. The Company ended the period with 881 Lane Bryant and Lane Bryant Outlet stores, 868 Fashion Bug and Fashion Bug Plus stores, 465 Catherines stores, and 44 Petite Sophisticate Outlet stores, comprising approximately 14,801,000 square feet of leased space. Please visit www.charmingshoppes.com for additional information about Charming Shoppes, Inc.




               Reconciliation of GAAP to Non-GAAP Financial Measures
       For the Three and Six Months Ended August 1, 2009 and August 2, 2008*
       ---------------------------------------------------------------------

                             3 Months     3 Months     6 Months     6 Months
                              Ended        Ended        Ended        Ended
                              8/1/09       8/2/08       8/1/09       8/2/08
                           $in millions $in millions $in millions $in millions
                             (pre-tax)    (pre-tax)    (pre-tax)    (pre-tax)
                             ---------    ---------    ---------    ---------

    Income/(Loss) from
     operations, on a
     GAAP basis                  $2.5        $(5.2)        $1.3        $(1.4)
    Impact of restructuring
     charges                      7.8         14.9         16.5         18.6
                                  ---         ----         ----         ----
    Income from operations,
     on a non-GAAP basis        $10.3         $9.8        $17.8        $17.2

*SEC REGULATION G -- Charming Shoppes, Inc. reports its financial results in accordance with generally accepted accounting principles (GAAP). However, management believes that non-GAAP performance measures, which exclude one-time charges, present the operating results of the Company on a basis consistent with those used in managing the Company's business, and provide users of the Company's financial information with a more meaningful report on the condition of the Company's business. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.

The Company plans to report its sales and operating results for the three and nine months ending October 31, 2009 on Wednesday, December 2, 2009.

Safe Harbor Statement

This press release contains and the Company's conference call may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the Company's operations, performance, and financial condition. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated. Such risks and uncertainties may include, but are not limited to: the failure to consummate our announced transaction with Alliance Data, the failure to continue receiving financing at an affordable cost through the availability of our credit card securitization facilities and through the availability of credit we receive from our bankers, suppliers and their agents, the failure to realize the benefits from the sale of our credit card program to, and the operation of our credit card program by, our third-party provider, the failure to consummate our identified strategic alternatives for our non-core assets, the failure to effectively implement our planned consolidation, cost and capital budget reduction plans and store closing plans, the failure to implement the Company's business plan for increased profitability and growth in the Company's retail stores and direct-to-consumer segments, the failure to effectively implement the Company's plans for a new organizational structure and enhancements in the Company's merchandise and marketing, the failure to effectively implement the Company's plans for the transformation of its brands to a vertical specialty store model, the failure to achieve increased profitability through the adoption by the Company's brands of a vertical specialty store model, the failure to achieve improvement in the Company's competitive position, the failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, escalation of energy costs, a weakness in overall consumer demand, the failure to find suitable store locations, increases in wage rates, the ability to hire and train associates, trade and security restrictions and political or financial instability in countries where goods are manufactured, the interruption of merchandise flow from the Company's centralized distribution facilities, competitive pressures, and the adverse effects of natural disasters, war, acts of terrorism or threats of either, or other armed conflict, on the United States and international economies. These, and other risks and uncertainties, are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2009, our report on Form 8-K dated June 19, 2009, our Quarterly Reports on Form 10-Q and other Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.




                             CHARMING SHOPPES, INC.
                                   (Unaudited)


                                          2nd            2nd Quarter
                                        Quarter             Ended
    (in thousands,                       Ended   Percent    Aug. 2    Percent
     except per share         Percent   Aug. 1     of        2008       of
     amounts)                  Change    2009   Sales(a)(as adjusted) Sales(a)
    -------------------       -------  -------- -------- ------------ --------

    Net sales                  (18.7)% $527,217  100.0%   $648,616    100.0%

    Cost of goods sold         (23.8)   263,358   50.0     345,786     53.3
                               -----    -------   ----     -------     ----
      Gross profit             (12.9)   263,859   50.0     302,830     46.7
                               -----    -------   ----     -------     ----

    Occupancy and buying        (5.2)   100,084   19.0     105,620     16.3
    Selling, general,
     and administrative        (18.4)   134,279   25.5     164,469     25.4
    Depreciation and
     amortization (b)          (16.5)    19,192    3.6      22,988      3.5
    Restructuring charges (c)  (48.0)     7,768    1.5      14,945      2.3
                               -----      -----    ---      ------      ---
      Total operating
       expenses                (15.2)   261,323   49.6     308,022     47.5
                               -----    -------   ----     -------     ----

    Income/(loss) from
     operations                148.8      2,536    0.5      (5,192)    (0.8)

    Other income, principally
     interest                  (64.3)       283    0.1         792      0.1
    Gain on repurchase of debt   n/a      7,313    1.4           0      0.0
    Non-cash interest
     expense (d)                (6.7)    (2,550)  (0.5)     (2,733)    (0.4)
    Interest expense            (8.3)    (1,935)  (0.4)     (2,109)    (0.3)
                                ----     ------   ----      ------     ----

    Income/(loss) from
     continuing operations
     before income taxes       161.1      5,647    1.1      (9,242)    (1.4)
    Income tax provision/
     (benefit)                (117.9)       664    0.1      (3,719)    (0.6)
                              ------        ---    ---      ------     ----

    Income/(loss) from
     continuing operations     190.2      4,983    0.9      (5,523)    (0.9)

    Loss from operations
     of discontinued component
     (including reduction of
     loss on disposal of $980),
     net of tax (e)              n/a          0    0.0      (5,153)    (0.8)
                                 ---          -    ---      ------     ----

    Net income/(loss)          146.7%    $4,983    0.9%   $(10,676)    (1.6)%
                               =====     ======    ===    ========     ====

    Income/(loss) per share:
    Basic:
      Income/(loss) from
       continuing operations              $0.04             $(0.05)
      Loss from discontinued
       operations, net of tax              0.00              (0.05)
                                           ----              -----
      Net income/(loss) (a)               $0.04             $(0.09)
                                          =====             ======
    Weighted average shares
     and equivalents outstanding        115,612            114,342
                                        =======            =======

    Diluted:
      Income/(loss) from
       continuing operations              $0.04             $(0.05)
      Loss from discontinued
       operations, net of tax              0.00              (0.05)
                                           ----              -----
      Net income/(loss) (a)               $0.04             $(0.09)
                                          =====             ======
    Weighted average shares and
     equivalents outstanding            118,931            114,342
                                        =======            =======

    (a)  Results may not add due to rounding.

    (b)  Includes net loss from disposal of capital assets and excludes
         amortization of deferred financing fees included as a component of
         interest expense.

    (c)  Fiscal 2009 costs are related to our multi-year transformational
         initiatives and non-cash accelerated depreciation related to fixed
         assets retained from the sale of the non-core misses apparel catalog
         business; the shutdown of Lane Bryant Woman catalog; and the
         outsourcing of our e-commerce platform.  Fiscal 2008 costs
         represent primarily severance for our former CEO in addition to
         lease termination charges, relocation charges and accelerated
         depreciation related to the consolidation and streamlining
         initiatives announced during the 4th Quarter of Fiscal 2007.

    (d)  The Company adopted FSP APB 14-1 "Accounting for Convertible Debt
         Instruments That May Be Settled in Cash Upon Conversion
         (Including Partial Cash Settlements)" on February 1, 2009, which
         required retrospective application.  Accordingly, the Company's
         operating results since the issuance of the Senior Convertible
         Notes in Fiscal 2007 and future operating results until maturity
         will reflect additional non-cash interest expense.

    (e)  Loss from operations of discontinued component for the 2nd Quarter
         of Fiscal 2008 represents the results of operations and reduction of
         estimated loss on disposal, net of taxes of $2,624, related to the
         planned sale of the non-core misses apparel catalog businesses.



                             CHARMING SHOPPES, INC.
                                   (Unaudited)


                                                         Six Months
                                   Six Months              Ended
                                      Ended                Aug. 2
    (in thousands, except  Percent   Aug. 1  Percent of     2008    Percent of
     per share amounts)     Change    2009    Sales(a) (as adjusted) Sales(a)
    ---------------------  -------  --------- -------- ------------- ---------

    Net sales               (17.4)% $1,065,353  100.0%   $1,289,962    100.0%

    Cost of goods sold      (22.2)     513,919   48.2       660,213     51.2
                            -----      -------   ----       -------     ----
      Gross profit          (12.4)     551,434   51.8       629,749     48.8
                            -----      -------   ----       -------     ----

    Occupancy and buying     (4.6)     202,640   19.0       212,348     16.5
    Selling, general,
     and administrative     (16.8)     291,781   27.4       350,781     27.2
    Depreciation and
     amortization (b)       (20.7)      39,274    3.7        49,499      3.8
    Restructuring
     charges (c)            (11.2)      16,473    1.5        18,556      1.4
                            -----       ------    ---        ------      ---
      Total operating
       expenses             (12.8)     550,168   51.6       631,184     48.9
                            -----      -------   ----       -------     ----

    Income/(loss) from
     operations             188.2        1,266    0.1        (1,435)    (0.1)

    Other income,
     principally interest   (63.2)         481    0.0         1,307      0.1
    Gain on repurchase
     of debt                  n/a       11,564    1.1             0      0.0
    Non-cash interest
     expense (d)              0.3       (5,434)  (0.5)       (5,417)    (0.4)
    Interest expense         (7.2)      (4,071)  (0.4)       (4,386)    (0.3)
                             ----       ------   ----        ------     ----

    Income/(loss) from
     continuing operations
     before income taxes    138.3        3,806    0.4        (9,931)    (0.8)
    Income tax provision/
     (benefit)             (255.7)       5,384    0.5        (3,459)    (0.3)
                           ------        -----    ---        ------     ----

    Income/(loss) from
     continuing operations   75.6       (1,578)  (0.1)       (6,472)    (0.5)

    Loss from operations of
     discontinued component
     (including loss on
     disposal of $38,190),
     net of tax (e)           n/a            0    0.0       (51,047)    (4.0)
                              ---            -    ---       -------     ----

    Net income/(loss)        97.3%     $(1,578)  (0.1)%    $(57,519)    (4.5)%
                             ====      =======   ====      ========     ====

    Income/(loss) per share:
    Basic:
      Income/(loss) from
       continuing operations            $(0.01)              $(0.06)
      Loss from discontinued
       operations, net of tax             0.00                (0.45)
                                          ----                -----
      Net income/(loss) (a)             $(0.01)              $(0.50)
                                        ======               ======
    Weighted average shares
     and equivalents outstanding       115,396              114,465
                                       =======              =======

    Diluted:
      Income/(loss) from
       continuing operations            $(0.01)              $(0.06)
      Loss from discontinued
       operations, net of tax             0.00                (0.45)
                                          ----                -----
      Net income/(loss) (a)             $(0.01)              $(0.50)
                                        ======               ======
    Weighted average shares
     and equivalents outstanding       115,396              114,465
                                       =======              =======

    (a)  Results may not add due to rounding.

    (b)  Includes net loss from disposal of capital assets and excludes
         amortization of deferred financing fees included as a component of
         interest expense.

    (c)  Fiscal 2009 costs are related to our multi-year transformational
         initiatives and non-cash accelerated depreciation related to fixed
         assets retained from the sale of the non-core misses apparel catalog
         business; the shutdown of Lane Bryant Woman catalog; and the
         outsourcing of our e-commerce platform.  Fiscal 2008 costs represent
         primarily severance for our former CEO in addition to lease
         termination charges, relocation charges and accelerated depreciation
         related to the consolidation and streamlining initiatives announced
         during the 4th Quarter of Fiscal 2007.

    (d)  The Company adopted FSP APB 14-1 "Accounting for Convertible Debt
         Instruments That May Be Settled in Cash Upon Conversion (Including
         Partial Cash Settlements)" on February 1, 2009, which required
         retrospective application.  Accordingly, the Company's operating
         results since the issuance of the Senior Convertible Notes in Fiscal
         2007 and future operating results until maturity will reflect
         additional non-cash interest expense.

    (e)  Loss from operations of discontinued component for the Six Months
         ended Aug. 2, 2008 represents the results of operations and estimated
         loss on disposal, net of taxes of $12,698, related to the planned
         sale of the non-core misses apparel catalog businesses.



                     CHARMING SHOPPES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (Unaudited)

                                               August 1,         January 31,
    (In thousands, except share amounts)          2009               2009
                                                  ----               ----
                                                                (As Adjusted)

    ASSETS
    Current assets
    Cash and cash equivalents                   $116,699            $93,759
    Available-for-sale securities                    400              6,398
    Accounts receivable, net of allowances
     of $2,362 and $6,018                          3,359             33,300
    Investment in asset-backed securities        100,358             94,453
    Merchandise inventories                      259,473            268,142
    Deferred taxes                                 3,439              3,439
    Prepayments and other                        173,352            155,430
                                                 -------            -------
        Total current assets                     657,080            654,921
                                                 -------            -------

    Property, equipment, and leasehold
     improvements - at cost                    1,072,785          1,076,972
    Less accumulated depreciation
     and amortization                            726,478            693,796
                                                 -------            -------
        Net property, equipment, and
         leasehold improvements                  346,307            383,176
                                                 -------            -------

    Trademarks and other intangible assets       187,132            187,365
    Goodwill                                      23,436             23,436
    Other assets                                  28,251             28,243
                                                  ------             ------
    Total assets                              $1,242,206         $1,277,141
                                              ==========         ==========

    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities
    Accounts payable                            $121,165            $99,520
    Accrued expenses                             152,031            166,631
    Current portion - long-term debt               6,483              6,746
                                                   -----              -----
        Total current liabilities                279,679            272,897
                                                 -------            -------

    Deferred taxes                                47,885             46,197
    Other non-current liabilities                180,062            188,470
    Long-term debt, net of debt discount of
     $54,459 and $72,913                         196,257            232,722

    Stockholders' equity
    Common Stock $.10 par value:
        Authorized - 300,000,000 shares
        Issued - 154,041,918 shares and
         153,482,368 shares                       15,404             15,348
    Additional paid-in capital                   501,579            498,551
    Treasury stock at cost - 38,491,692 shares  (347,764)          (347,730)
    Accumulated other comprehensive income             0                  5
    Retained earnings                            369,104            370,681
                                                 -------            -------
        Total stockholders' equity               538,323            536,855
                                                 -------            -------
    Total liabilities and stockholders'
     equity                                   $1,242,206         $1,277,141
                                              ==========         ==========

    Amounts are preliminary and subject to reclassifications and adjustments



                      CHARMING SHOPPES, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                       Twenty-six Weeks Ended
                                                       ----------------------
                                                      August 1,      August 2,
    (In thousands)                                      2009           2008
                                                        ----           ----
                                                                 (As Adjusted)

    Operating activities
    Net loss                                           $(1,578)      $(57,519)
    Adjustments to reconcile net loss to net cash
     provided by operating activities
        Depreciation and amortization                   40,501         50,382
        Stock-based compensation                         2,974          5,014
        Net loss/(gain) from disposition of capital
         assets                                            237         (1,066)
        Net loss/(gain) from securitization activities     178            (83)
        Accretion of discount on 1.125% Senior
         Convertible Notes                               5,434          5,417
        Estimated loss on disposition of discontinued
         operations                                          0         42,768
        Deferred income taxes                            1,691         (2,091)
        Gain on repurchases of 1.125% Senior
         Convertible Notes                             (11,564)             0
        Write-down of deferred taxes related to
         stock-based compensation                            0         (1,333)
        Write-down of capital assets                     7,128          2,217
        Changes in operating assets and liabilities
            Accounts receivable, net                    29,941         29,995
            Merchandise inventories                      8,669             95
            Accounts payable                            21,645         32,242
            Prepayments and other                      (23,053)         4,054
            Accrued expenses and other                 (24,790)         1,425
                                                      --------          -----
    Net cash provided by operating activities           57,413        111,517
                                                        ------        -------

    Investing activities
    Investment in capital assets                        (9,766)       (38,459)
    Proceeds from sales of capital assets                1,219          4,813
    Gross purchases of securities                       (1,698)        (3,489)
    Proceeds from sales of securities                    8,588         10,719
    Decrease in other assets                             3,354            459
                                                         -----            ---
    Net cash provided/(used) by investing activities     1,697        (25,957)
                                                         -----       --------

    Financing activities
    Proceeds from long term borrowings                       0            108
    Repayments of long-term borrowings                  (3,448)        (4,579)
    Repurchases of 1.125% Senior Convertible Notes     (26,617)             0
    Net payments for settlements of hedges
     on convertible notes                                  (31)             0
    Payments of deferred financing costs                (6,328)           (46)
    Purchases of treasury stock                              0        (10,969)
    Net proceeds/(payments) from shares
     issued under employee stock plans                     254            (62)
                                                           ---           ----
    Net cash used by financing activities              (36,170)       (15,548)
                                                      --------       --------

    Increase in cash and cash equivalents               22,940         70,012
    Cash and cash equivalents, beginning of period      93,759         61,842
                                                        ------         ------
    Cash and cash equivalents, end of period          $116,699       $131,854
                                                      ========       ========

    Non-cash financing and investing activities
    Assets acquired through capital leases                  $0         $5,959
                                                            ==         ======

    Amounts are preliminary and subject to reclassifications and adjustments

SOURCE Charming Shoppes, Inc.

Gayle M. Coolick, Vice President, Investor Relations of Charming Shoppes, Inc., +1-215-638-6955








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