CHARMING SHOPPES, INC. 2004 IN REVIEW it’s all about CATHERINES P L U S S I Z E S a leader in plus-sizes CHARMING SHOPPES, INC. is America’s largest plus-size women’s specialty apparel retailer, through Lane Bryant, Fashion Bug and Catherines Plus Sizes. ® ® ® We are the nation’s third-largest specialty retail apparel holding company. With 2,221 stores nationwide and online selling for each of our brands, Charming Shoppes has a significant presence in both strip shopping center and mall locations, as well as providing the convenience of online shopping. Our vision is to be the company known for celebrating the lives and fashion image of women wearing plus-sizes. Our continuing mission is to serve the lifestyle apparel needs of women wearing plus-sizes with the very best service, fashion selection, value and fit. Through our three distinct brands—Lane Bryant, Fashion Bug and Catherines— Charming Shoppes has the ability to serve every plus-size woman in America. Here’s how our brands are differentiated: CATHERINES Our Brands: P Target Customer: Fashion: Customer Income: Annual Sales: Stores at Year End: L U S S I Z E Contemporary Mainstream Baby boomers Fashion-oriented plus-size Updated plus-size, misses, and juniors Classic plus-size, Extended plus-size Moderate to better Low to moderate Moderate Nearly $1 billion Over $1 billion Over $300 million 722 in 46 states 1,028 in 45 states 471 in 44 states S 2004 in Review Financial Highlights I page 1 (in thousands, except percentages and per share amounts) 2004 SELECTED INCOME STATEMENT DATA(1) Net sales Gross profit Selling, general, and administrative expenses Expenses related to cost reduction and restructuring plans Income from operations Income before income taxes, minority interest, and cumulative effect of accounting changes Income before minority interest and cumulative effect of accounting changes Net income (loss) 2003 % to sales $ 2,332,334 692,086 577,301 29.7% 24.8% 2002 % to sales $ 2,285,680 642,864(2) 558,248(2) 28.1% 24.4% % to sales $ 2,412,409 686,103 603,502 28.4% 25.0% NET SALES (dollars in millions) 605 114,180 (3) 0.0% 4.9% 11,534 73,082 (3) 0.5% 3.2% (4,813) 87,414 (4) 101,668 4.4% 59,523 2.6% 69,450 64,526 64,526 2.8% 2.8% 37,900 38,042 1.7% 1.7% 42,333 (6,086)(5) – 0.2% 3.6% ‘04 2.9% ‘02 $ 2,332 $ 2,286 ‘03 $ 2,412 1.8% – 0.3% SELECTED PER SHARE DATA, ASSUMING DILUTION(1) Income before minority interest and cumulative effect of accounting changes Cumulative effect of accounting changes Net income (loss) Diluted weighted average common shares and equivalents outstanding TOTAL ASSETS (dollars in millions) $ 0.52 – 0.52 $ 0.33 – 0.33 $ 0.36 (0.37)(5) (0.01) ‘03 ‘02 133,174 128,558 $ 1,304 ‘04 $ 1,173 $ 1,140 130,937 SELECTED BALANCE SHEET DATA(1) Cash, cash equivalents, and long-term available-for-sale securities Total assets Total long-term debt, including current portion Total liabilities Working capital Stockholders’ equity Long-term debt to equity ratio Current ratio $ 273,289 1,303,771 225,064 609,307 413,989 694,464 30.0% 2.4 $ 138,302 1,173,070 220,097 585,661 266,178 587,409 34.5% 1.9 $ 118,228 1,139,564 215,640 593,009 190,797 546,555 37.1% 1.6 PERFORMANCE DATA, BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGES (1) Net return on average stockholders’ equity Net return on average total assets 10.1% 5.2% 6.7% 3.3% (1) Certain amounts for years 2002 and 2003 have been restated to correct our accounting for landlord allowances, calculation of straight-line rent expense, recognition of rent holiday periods, and depreciation of leasehold improvements for our retail stores. (2) Includes reclassifications to conform to the current-year presentation. (3) Related to a cost reduction plan, announced in March 2003, designed to take advantage of the centralization of corporate administrative services and to realize certain efficiencies, in order to improve profitability. (4) Related to a restructuring plan, announced in January 2002, that included the closing of The Answer/Added Dimensions chain of 77 stores; the conversion of approximately 20% of the Added Dimensions stores to Catherines stores; the closing of 130 under-performing Fashion Bug stores; and the conversion of 44 Fashion Bug stores to Lane Bryant stores. (5) Includes cumulative effects of accounting changes related to the adoption of the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” and EITF Issue 02-16, “Accounting by a Customer (Including a Reseller) for Cash Consideration Received from a Vendor.” 7.6% 3.7% TOTAL STOCKHOLDERS’ EQUITY (dollars in millions) $ 694 ‘04 ‘03 ‘02 $ 587 $ 547 page 2 I 2004 in Review dear shareholder: During 1999, Dorrit Bern and her team began the execution of a strategy to expand the Company’s focus on the women’s plus-size apparel business, recognizing the demographics of American women, and how supportive those demographics are to the growth of this consistently healthy apparel category. We made superb progress in 2004 in our drive to enhance our merchandising assortments for our customer and thereby improve operating performance at Charming Shoppes. Growth in the top line and gross margin enabled us to increase net income by 70% and to generate significant and increased free cash flow during the year. Among our more noteworthy achievements in 2004 was the strong improvement at our Lane Bryant brand. We made progress on virtually every front at Lane Bryant, including increased comparable store sales, sales per square foot, growth in its e-commerce business and expanded gross margins, all of which contributed meaningfully to our increased operating results. Our ability to deliver great fashions and re-identify with our customer base is at the heart of our strategy. We continued to grow our Lane Bryant store base, primarily in off-mall formats, in line with our strategy to expand the chain and incrementally FORWARD-LOOKING STATEMENTS: This publication contains certain forward-looking statements concerning the Company’s operations, performance, and financial condition. These forward-looking statements include statements regarding future performance, sales, expenses, gross margin, capital expenditures, earnings per share, store openings and closings, and other matters. 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: failure to successfully implement the Company’s business plan for increased profitability and growth in the plus-size women’s apparel business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, a weakness in overall consumer demand, failure to find suitable store locations, the ability to hire and train associates, trade restrictions and political or financial instability in countries where goods are manufactured, the interruption of merchandise flow to the Company’s retail stores from its centralized distribution facilities, competitive pressures and the adverse effects of acts or threats of war, terrorism 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 29, 2005 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. improve our operating margins at Lane Bryant. More than 25% of our Lane Bryant store base now operates in strip and lifestyle centers, with revenues rivaling those we have historically seen in mall locations, but with lower operating costs as a result of the generally lower occupancy costs in strip and lifestyle centers. Comparable store sales in our off-mall locations continue to outpace those of our mall stores, benefiting from the value our customer places on the convenience of these locations. As we continue to grow our store base in strip and lifestyle centers, we expect to see improvement in the four-wall contribution of our bricks-and-mortar channel at Lane Bryant. Modern Woman. The first phase of the plus apparel strategy was to acquire the 137-store Modern Woman chain in 1999. The Modern Woman chain specialized in plus-size women’s apparel, predominantly in major metropolitan markets. Modern Woman serviced a true-moderate customer, ranging in age from 35-65 years old. 1999 Catherines. In January 2000, the 433 store Catherines Stores Corporation was acquired, with the strategic plan of integrating Modern Woman into Catherines. Charming Shoppes became the second largest women’s plus-size specialty apparel retailer in the country, with over 1,700 stores, and approximately 20% market share in women’s plus-size specialty apparel. 2000 alight.com. In April 2001, Charming Shoppes purchased the website assets of alight.com, an online retailer specializing in plus-size women’s apparel. The technology platform accelerated the Company’s online marketing and e-commerce strategy, complementing its bricks and mortar brands. 2001 Lane Bryant. In August 2001, Charming Shoppes acquired America’s number one, premier plus-size specialty apparel provider, Lane Bryant. Now the leading women’s plus-size specialty apparel retailer with approximately 40% market share, Charming Shoppes is the nation’s third-largest specialty retailer, and operates over 2,200 stores. 2002 2003 Our most prominent new Lane Bryant store opened on April 15, 2004, to serve. We saw increases in our Catherines e-commerce business, driven on 34th Street in Manhattan, New York. The opening marked the by sales in our extended plus-sizes, a size range that is particularly difficult 100th anniversary of Lane Bryant, and we celebrated this important for our customer to find. We are also expanding our size offerings in ® milestone by ringing the opening bell at the NASDAQ Stock Market our intimate apparel line. on April 29, 2004. Another important Lane Bryant store location opened in October 2004 in the Easton Town Center in the Columbus, Ohio, Fashion Bug—the brand that provides our customer affordable fashion trade area. The Easton Town Center contains more than one million in plus, misses and juniors sizes— ended the year with slightly positive square feet of “best of class” restaurant, retail, entertainment and service comparable store sales. This growth, coupled with improved gross margin operators and is a premier location in which to showcase Lane Bryant’s performance, was achieved while executing an important corporate stylish and fashionable apparel assortments. initiative: decreasing our inventory levels. Indeed, Fashion Bug’s inventories on a same-store basis decreased by 8% last year, and we will again challenge Sales at Lane Bryant’s e-commerce retail channel, lanebryant.com, enjoyed Fashion Bug to make advances on this corporate-wide objective, while exciting growth during the year. Launched just two years ago, Lane Bryant’s at the same time continuing to add market share to the Fashion Bug brand. e-commerce sales have quickly grown to 3% of sales at Lane Bryant and are expected to reach nearly 5% in 2005. Among our successes at lanebryant.com Responding to the wants and needs of our customer, Fashion Bug added are exclusive online product offerings and a breadth of size ranges that two apparel categories this year: Bundle of Joy™ Maternity, our own private cannot be accommodated in our bricks-and-mortar format. Lanebryant.com label, and popular, fashion-right merchandise offerings in girls’ sizes. also began selling our fashions to Canadian consumers during the year and Our Catherines Plus Sizes brand, known nationally as a specialist For each of our brands, we are embarking on a heightened focus on two key product categories, premium denim and intimates. We enjoy the top market in extended plus-sizes (28W to 36 W ) and petite plus-sizes, is enjoying position in both women’s specialty plus-size denim and women’s can now serve a vast community of Canadian residents. an improving spring season following a year of disappointing performance specialty plus-size intimate apparel, and we are adding products and in 2004. We believe Catherines can benefit from the particularly strong floor space and expanding assortments to become even more relevant demographics surrounding our Catherines customer, including age, a tendency to our customer in these important categories. toward larger sizing and a rapidly growing ethnic population that we seek figure Magazine. In August 2003, Charming Shoppes launched figure magazine, a lifestyle magazine that celebrates the beauty, health and lifestyles of the everyday average American woman. figure was created just for our customers, and is the authority on women’s plus-size fashion. 2004 • We hold the #1 position in women’s plus-size specialty apparel, with approximately 40% market share. • We are the 3rd largest women’s specialty apparel retailer, with 2,221 stores and $2.3 billion in annual sales. • We hold the #1 market share positions in women’s specialty plus-size denim and specialty plus-size intimate apparel. page 4 I 2004 in Review “Growth in the top line and gross margin enabled us to increase net income by 70% and to generate significant and increased free cash flow during the year.” Supporting Demographics • An estimated 65% of American adults are overweight.(1) In denim, we began with Lane Bryant’s introduction of the Venezia in our direct-to-consumer infrastructure, including hiring a team of seasoned Supreme Jean,™ followed closely by the addition of the Seven7™ jean to executives. This team is charged with the responsibility of developing select Lane Bryant stores and at lanebryant.com. Catherines followed the infrastructure and expertise Charming Shoppes requires to launch new ® suit, offering the Gloria Vanderbilt jean, a name that resonates well catalogs, most significantly our own Lane Bryant catalog in late 2007, with our baby boomer Catherines customer. And this fall, look for an when those catalog-naming rights revert to Charming Shoppes. exciting and affordable premium jean launch, called Deluxe,™ for our • The average women’s dress size is a size 14.(2) • Baby boomers and ethnic groups represent the fastest growing components of the country’s projected population.(3) Fashion Bug customer. Further enhancing our ability to communicate and connect with our customer, we have expanded figure, our own lifestyle magazine, from four At each of our brands, we are pursuing aggressive growth plans in our to six issues per year. The response has been overwhelming, with more intimate apparel offerings. Lane Bryant’s extended collection of intimates than three million copies of our magazine sold to date. Not only do we is available in select stores and online; Catherines is testing larger intimate enjoy the opportunity to showcase our brands’ fashions in the magazine, apparel departments in stores this year; and Fashion Bug will be introducing but we are also creating loyalty and recognition with our rapidly growing a new visual merchandising approach to enhance its sales in intimates. subscriber and reader base. Our figure readers are invited to join the first figure at Sea adventure, in November 2005, aboard Carnival’s brand new During 2004, the launch of e-commerce at fashionbug.com completed “Fun Ship,® ” Carnival Valor. A weeklong celebration for figure readers, the our objectives at each of our major brands: to provide online sales trip was created to enhance the mind, body and spirit. We think of it capabilities, to evolve to a two-channel retailer and to increase our as figure magazine come to life! customers’ shopping choices. Operationally, our achievements in credit, technology, distribution We are exhilarated by the opportunity the catalog channel affords and compliance with Sarbanes-Oxley are noteworthy. us — to increase our relevance to our core customer and at the same time enhance our profitability. Research tells us that customers who can (1) National Health and Nutrition Examination Survey, 2002. (2) National Geographic Magazine, August 2004. (3) Derived from U.S. Census Bureau projections. Our credit program, which consistently contributes to Charming Shoppes’ avail themselves of a retailer’s tri-channel strategy, i.e., bricks-and-mortar, profitability, again performed strongly in 2004, benefiting from lower e-commerce and catalog, spend an average of four times more than delinquency levels in our Fashion Bug credit portfolio. Following our year single-channel customers.* During 2004, we began making investments end, in March of 2005, Spirit of America National Bank, our wholly owned credit card bank, acquired the Catherines proprietary credit card portfolio and added the Catherines credit card receivables to the * Source: Forrester Research Charming Shoppes Master Trust. 2004 in Review Credit sales are approximately 29% of annual sales for each of our brands, I would like to recognize the thousands of hours expended by hundreds and our objective is to grow that penetration to a full one-third. Our credit of associates at Charming Shoppes who contributed to our efforts customers add an increased element of loyalty to each brand and contribute in meeting our compliance requirements on effective internal controls to our bottom line more robustly than do our non-credit customers. over financial reporting, as prescribed by Section 404 of the Additional goals for our credit organization during 2005 involve the launch Sarbanes-Oxley Act of 2002. ® of a figure VISA Affinity Card and the co-use of the Fashion Bug and our 2,221 stores during 2004. A few of the benefits to our customers, our I look back over the last five years with pride, as we have transformed Charming Shoppes into America’s leading women’s plus-apparel specialty retailer, serving our customers in a multi-brand, multi-channel format. We are firmly committed to our strategy Company and our store associates: reduction in transaction time, reduction of continuing to gain market share in women’s specialty apparel, increasing in store operating expense, gift card and loyalty program capabilities, corporate profit margins and most important, putting the customer at the a style locator system for enhanced customer service, and online training center of the decisions we make. After all, it’s all about her. Catherines proprietary cards. On the technology front, we have added many new tools to our growing store base. We completed the rollout of new POS equipment at each of and communication for store associates. We also began the implementation of the ProfitLogic® markdown optimization solution, starting with our Fashion Bug stores in 2004. This program will be extended to our Lane Bryant and Catherines chains in 2005. DORRIT J. BERN We purchased our White Marsh, Maryland, distribution center in September 2002, and in 2004 we completed our first year of consolidated distribution operations for our Catherines and Lane Bryant brands. This consolidation enabled Charming Shoppes to decrease distribution costs annually by approximately $8 million and will support our store growth plans, particularly for our Lane Bryant brand. Chairman of the Board of Directors, President and Chief Executive Officer I page 5 page 6 I 2004 in Review A widely recognized name in plus-size fashion. Lane Bryant is the most recognizable name in women’s specialty plus-size apparel. Emphasis on fashion and fit—not merely size— makes Lane Bryant a style leader. 2004 in Review Lane Bryant customers shop for style, not just for size. The Lane Bryant customer has a youthful attitude and unapologetic self-confidence. She wants a fit that flatters her, and by offering the latest silhouettes, fabrics and accessories, Lane Bryant is the premier choice for her. With over 700 stores nationwide and a growing direct-to-consumer business, Lane Bryant has earned strong brand loyalty from our customers. Continual updates and a fashion focus keep Lane Bryant competitive with other fashion leaders, regardless of size focus. Lane Bryant continues to increase the number of stores in strip and lifestyle centers, and currently operates more than 25% of its stores in off-mall formats. Our long-term goals include growing this profitable brand to 1,000 stores nationwide, with the penetration of off-mall formats ultimately reaching 50% of our store base. • More than 700 stores in 46 states, primarily in mall locations, with a growing presence in strip and lifestyle shopping centers • The latest fashion at moderate prices, exclusively in plus-sizes 14-28, for women ages 25-45 • Offering stylish and sophisticated casual, wear-to-work and intimate apparel exclusively in plus-sizes • Average store size 5,900 square feet www.lanebryant.com (launched March 2003) I page 7 page 8 I 2004 in Review It’s Better at the Bug Trendy. Stylish. Affordable. From the newest trends to fashion basics, Fashion Bug offers better style, better selection and better value for plus, misses, maternity, juniors and girls. 2004 in Review At Fashion Bug, women of all life stages and lifestyles — from teens to mothers and from casual to career— find better selection, better styles and better value. We offer women across the country better value than the department stores and better style than the discount stores, a combination that appeals to fashion- and value-minded women of all sizes. During 2004, Fashion Bug introduced maternity and girls’ apparel offerings, making us the total fashion source for all our customers’ apparel needs. In August, Fashion Bug entered the direct-to-consumer business by launching fashionbug.com. • Over 1,000 specialty stores in 45 states, primarily strip shopping center locations • Our core customers are women ages 20-49; also serving teens and girls ages seven and up • Value-priced fashionable apparel in plus, misses and juniors sizes • Offering sportswear, intimate apparel, accessories, footwear, girls’ and maternity departments • Average store size 8,900 square feet www.fashionbug.com (launched August 2004) I page 9 page 10 I 2004 in Review ® CATHERINES P L U S S I Z E S A store for stylish tastes Catherines offers classic apparel and accessories for career and casual lifestyles. Catherines’ customer base benefits from favorable demographic trends, including an aging population and the accompanying tendency toward increasing apparel sizes, as well as a rapidly growing ethnic population. 2004 in Review As fashion fit experts, Catherines specializes in classic plus-size apparel and extended sizes. Offering stylish career and casual clothing for plus-size women at moderate prices, Catherines has more than 450 stores in 44 states. We fill a much-needed niche by recognizing the fashion needs of women who wear sizes 16W to 26W, as well as 28W to 34W, a size range not readily offered by apparel retailers. Petite lengths in sizes 16WP to 26WP are also available in our stores. Serving plus-size customers ages 40-65, Catherines has always strived to provide outstanding customer service in a comfortable store environment. Sales associates are specially trained to anticipate the needs of the customer and always put her first. • More than 450 specialty stores in 44 states, primarily in strip shopping center locations • Classic and stylish plus-size apparel, exclusively in Plus, Petite Plus and Extended Plus-Sizes • Serving plus-size women ages 40-65, and catering to classic tastes in the moderate price range • Average store size 4,100 square feet www.catherines.com (launched March 2002) I page 11 page 12 I 2004 in Review Intimate Apparel A leading market share Every well-dressed woman knows that what’s beneath her clothes counts The newly expanded Cacique collection offers dozens of choices in bra styles, as much as what’s on top. Comfort is essential, fit is paramount, and once colors and fabrics, giving plus-size customers of all body types hundreds Charming Shoppes’ intimate apparel sales represent over 10% market share in women’s plus-size intimates, and the #1 position in America in specialty plus-size intimates. a woman owns the basics, is where the fun begins. of different bra size and color choices. At Lane Bryant, we’ve added square footage to Cacique in more than 70 stores, and have increased our online At Charming Shoppes, our customers rely on us and trust us to provide offerings at lanebryant.com. an exciting, beautiful and varied assortment of intimate apparel styles. We know that great lingerie makes a woman feel confident, and this The expansion of size ranges online at catherines.com, particularly for our year, intimate apparel is more vibrant than ever, with feminine details, extended size customer, helped to drive our sales in intimate apparel during We launched our Cacique embellishments and prints. Each of our brands, Lane Bryant, Catherines 2004. In 2005, Catherines began adding square footage to selected intimate and Fashion Bug, give our customer a shopping environment created apparel departments in our stores. Now, in addition to the incredible breadth intimate apparel brand in February 2001, and today, intimate apparel has grown to 22% of sales at Lane Bryant. especially for her, with fashion options that she can’t match anywhere else. of sizes available online, our Catherines customer is offered more fashions, silhouettes and colors than ever before. Through our intimate apparel private A fashion category that gives a consistently stellar performance at Charming label, Serenada, our Catherines customer has more choices in intimates Shoppes, intimate apparel represents an opportunity for increased market than ever before. Intimate apparel sales represent approximately 12% of share, in a business that historically provides more robust returns than total sales at Catherines Plus Sizes. other apparel categories. For a number of years, the growth in intimate apparel has outpaced growth in sportswear categories. Fashion Bug will be introducing expanded product assortments, expanded intimate apparel departments in select stores, and a new visual merchandising We launched our Cacique intimate apparel brand in February 2001, approach to enhance their sales in intimates during 2005. We’ll be improving and today, intimate apparel has grown to 22% of sales at Lane Bryant. our fixtures and enhancing our presentation, with a focus on increasing our Because Lane Bryant uniquely understands our customers’ needs, the market share in bras and panties. Today, approximately 8% of Fashion Bug’s Cacique brand today holds the #1 market share in specialty plus intimates total sales are in intimate apparel. in America. Recognized as the expert and fit specialist in plus-size intimate apparel, Lane Bryant has enhanced its Cacique lingerie collection with new looks, designs and fabrications that allow the plus-size woman to look and feel fabulous. Each piece has been designed with her body in mind, giving her the extra support and comfort she demands. 2004 in Review An extended collection of intimates, in plus-size fashion. Each of our brands are pursuing aggressive growth plans for our intimate apparel offerings. Lane Bryant’s extended collection of intimates is available in select stores and online. Catherines is testing larger intimate apparel departments in stores this year, and Fashion Bug will be introducing expanded product assortments and a new visual merchandising approach to enhance its sales in intimates. I page 13 page 14 I 2004 in Review Premium Denim A leading market share Charming Shoppes’ denim sales represent approximately 15% market share in women's plus-size denim, the #1 position in America and in specialty plus-size denim. GLAMOUR Magazine In GLAMOUR’s annual Denim Issue, Lane Bryant jeans have been cited numerous times not only as the most figure-flattering jeans for plus-sizes, but also as “model’s favorite” and “best jeans for plus-sizes.” Charming Shoppes is America’s leader in women’s specialty plus-size finishing for superior durability and character. And all are exclusive to denim, with 15% market share. Lane Bryant in plus-sizes. Our Seven7™ jeans can be worn with a casual top for an afternoon shopping trip or dressed up for a night out on the Lane Bryant’s Venezia® brand is the leading brand in specialty plus-size town. The first national brand offered in Lane Bryant’s history, this jeans with #1 market share. Denim represents approximately 11% of exclusive assortment will be available chain-wide for the Fall 2005 season. total sales at Lane Bryant. Catherines now offers designer jeans by Gloria Vanderbilt®, a name that ™ Like expensive designer jeans, Lane Bryant’s Venezia Supreme Jean has resonates strongly with our Catherines baby boomer customer. Designed in trendy details and a premium look. We started with crosshatch stretch comfortable stretch denim, this collection of jeans offers plus-size women a denim and gave it a variety of washes, highlighted with embroidered accents. variety of figure-flattering silhouettes including boot-cut and classic five-pocket. Our attention to detail extends beyond where the eye can see, with fashion For a designer look, the Gloria Vanderbilt® collection comes in dark antique touches included on the pocket linings and waistband. And of course, washes with special details such as crosshatch fabrics and metal grommet belts. the back pocket features the sweeping new Venezia® “V” logo. The jeans, available in average and petite lengths, are offered in both plus In 2004, Lane Bryant launched the new Seven7™ jean collection, our premium denim brand uniquely styled in fit and fashion for plus-size women wearing sizes 14-28. Customers can buy the new jean collection at select and extended plus-sizes at select Catherines stores as well as at catherines.com. Denim represents approximately 5% of total sales at Catherines. Fashion Bug’s L.A. Blues® private label has been serving the Fashion Bug Lane Bryant stores as well as at lanebryant.com. Known for designing figure- plus and missy customer with a great variety of denim styles since 1986. flattering jeans for plus-size women, Lane Bryant introduced Seven7™ jeans Denim represents approximately 8% of total sales at Fashion Bug. with special details such as whiskering, tacking, sanding and embroidered Watch for Fashion Bug’s introduction of an exciting and affordable pockets. Each pair is beaten and faded by hand to create an authentic vintage premium denim line, called Deluxe,™ in Fall 2005. look. Darker colors and a stretch fabric that retains its shape make this jean both stylish and comfortable. All of the styles are made using innovative 2004 in Review ™ Fashion denim in all the right sizes Plus-size women can always rely on us for great style and designer details in our denim collections. I page 15 page 16 I 2004 in Review E-commerce During 2004, Charming Shoppes’ multi-channel strategy for each of our began servicing Canadian shoppers, following years of mail and e-mail brands to offer e-commerce was completed with the launch of fashionbug.com. requests from an eager base of Canadian consumers. Our rapidly growing e-commerce businesses have more than doubled in each of the last two years, with plans to nearly double our volume again during We began offering virtual e-gift cards online (redeemable both online and 2005. This profitable direct-to-consumer shopping channel allows us to in stores) in time for the 2004 holiday season, and have seen significant reach more women than ever before with our merchandise offerings. growth in this popular gift-giving option. In 2004, gift cards, for the first time, outpaced apparel as the top holiday gift-giving choice.* At catherines.com, one of the most popular offerings is our extended size assortment, a size specialization at Catherines. We’ve also Early in 2005, we began testing online cross-brand merchandising, provided the solution for hard-to-find sizes in intimates, with virtually beginning with our private-label Bundle of Joy™ maternity wear and Fashion every plus-size imaginable available at catherines.com. Bug footwear. Since Fashion Bug offers wonderful maternity fashions and footwear online, we’re able to offer them to our Lane Bryant and Lane Bryant’s website has enabled us to offer a fabulous and successful swimwear business, which had not previously been available in our bricks and mortar formats. And in November, lanebryant.com Catherines online visitors through cross brand merchandising. * Source: Deloitte & Touche USA LLP Annual Consumer Survey of Holiday Retail Spending Plans and Trends. E-COMMERCE: 2001–2005 2001 April – Charming Shoppes purchases the website 2004 assets of alight.com, an online retailer specializing in August – Fashion Bug launches e-commerce capabilities at fashionbug.com. plus-size women’s apparel. November – Canadian residents are able to purchase 2002 March – Catherines Plus Sizes becomes Charming Shoppes’ Lane Bryant fashions at lanebryant.com. first brand to offer online selling at catherines.com. 2005 2003 March – Lane Bryant’s award winning website, January – Charming Shoppes’ annual revenues from e-commerce double to more than $30 million. lanebryant.com, begins selling online. March – Charming Shoppes’ brands begin online cross-branding capabilities, starting with footwear and maternity wear. 2004 in Review I page 17 It’s all about her Knowing Our Customer SPEAKING WOMAN TO WOMAN figure aims to inspire our customers to feel great about themselves and At Charming Shoppes, our values include openness, honesty and genuine create a stronger bond with our store brands. It’s filled with beautiful clothes concern for our customers and the communities we serve. We not only our customers would really wear featured on models that represent happy listen to our customer, but actively and continually seek her input, from and confident women just like our customers. figure also offers exceptional comments on our clothing and stores, to the concerns she faces in her articles that will touch her heart, open her eyes and stimulate her mind. community. Through a column called “Speaking Woman to Woman,” Chairman and CEO Dorrit Bern has created an ongoing dialogue with figure is created by a team of some of the best editors, writers and customers to better understand their needs, desires and lifestyles. Her fashion photographers in the country. It has wonderful photos, sharply messages, designed to provoke thought as well as action, encourage written articles and an overall feeling of warmth and friendliness. women to reply with their thoughts and opinions. Visit us at figuremag.com. FIGURE MAGAZINE FIGURE AT SEA Through our communications with our customers, a recurring theme In November 2005, figure magazine will sponsor figure at Sea, a seven-day emerged, relating to the portrayal of women in fashion magazines. Our cruise to the eastern Caribbean presented by figure magazine just for our figure MAGAZINE customers longed for a magazine that would celebrate the beauty, health readers. The trip is being created to enhance the mind, body and spirit of www.figuremag.com and lifestyle of the everyday American woman. our customers. Think of it as figure magazine come to life. In August 2003, figure magazine debuted, and Charming Shoppes presented On board, figure at Sea guests will enjoy delicious dining, exciting its customers with the opportunity to buy a quarterly fashion and lifestyle entertainment, casinos and games, family-friendly activities and magazine created just for them. Since that time, figure magazine has become exotic shore excursions, as well as these exclusive figure at Sea activities: profitable and has grown rapidly. We’ve expanded to six issues per year, • figure celebrity entertainment and speakers and have sold over three million copies to date. figure is available in all of • learning to be a plus-size model and walk the runway in the figure fashion show our stores and on select newsstands, nationwide. • daily fitness classes figure has established itself as an authority on women’s plus-size fashion and also the magazine our customers seek out for information on the things that interest them the most: health and beauty, home decorating, entertaining, relationships, community service and social action. • health and beauty seminars with figure experts — including makeup application, and how to shop for your shape at sea page 18 I 2004 in Review Operations DIRECT SOURCING SUPPLY CHAIN To meet the demands of our customers, Charming Shoppes accesses During 2004, we completed our first full year of consolidated both the domestic wholesale and overseas apparel markets for our distribution operations for Lane Bryant and Catherines Plus Sizes. Our merchandise purchases. This allows us to maintain flexible lead times, new center in White Marsh, Maryland was purchased in September 2002. respond quickly to current fashion trends, and quickly replenish In June 2003, we moved our distribution operations for our Catherines merchandise inventory as necessary. In 2004, sourcing through our brand from Memphis, Tennessee to White Marsh. Our Lane Bryant own overseas organization accounted for approximately 21% of distribution operations were transferred to White Marsh in January 2004. our consolidated merchandise purchases. This new facility has met Charming Shoppes’ major objectives for supply chain— to improve efficiency by processing our products with Our Direct Sourcing Division is headquartered in Hong Kong and greater speed and accuracy, and to save costs in the process. The manages the procurement of merchandise for our retail chains from consolidated facility, a well located site in Baltimore County, has the 26 countries worldwide. We also operate satellite offices in Bangladesh, ability to accommodate the Lane Bryant brand’s plan for store India and Singapore. Our Direct Sourcing organization contributes to growth to 1,000 stores. Charming Shoppes’ profitability and works closely with our Merchandising division to ensure the production and timely delivery of select merchandise Our Greencastle, Indiana distribution facility, which has been ranked for our stores. as a leader by the Kurt Salmon Associates Logistics Benchmarking Study, Charming Shoppes has earned recognition as a highly reputable organization one billionth unit. This center services the apparel distribution needs of the in Asia and around the world. Since we are in control of the production Company’s 1,028-store Fashion Bug brand. The facility was purchased recently celebrated an important milestone event— the shipment of its process, we can maintain our emphasis on quality and consistency of fit. We have implemented compliance programs for all overseas vendors with respect to fair labor practices. by Charming Shoppes in 1987, and at that time, the building occupied 500,000 square feet. Over the years, the Greencastle distribution center has experienced significant growth, in both the size and technology of the facility. Following two expansions, the facility has expanded to 972,000 square feet. Since 1998, our Greencastle operations have We operate our own direct sourcing operations in (top to bottom): Hong Kong Singapore Dhaka New Delhi continued to improve productivity efficiencies by nearly 40%, benefiting from investments in supply-chain technology and processes. 2004 in Review OUR CREDIT CARDS I page 19 By communicating each month to our card customer base, we engender Charming Shoppes encourages sales at each of our brands through the loyalty to and “top-of-mind-awareness” of the products and services we offer. promotion of our proprietary credit cards. Our credit cards act as We stand behind our products by offering our card customers information promotional vehicles by engendering customer loyalty, creating a substantial about sale events and other promotional offers that the base responds base for targeted direct-mail promotion and encouraging incremental sales. to at a rate of approximately two times the non-card customer rate. Our card customers speak to our customer service representatives frequently Through our credit program, we also offer our customers various loyalty to update their account information and obtain information about card programs. Customers that join these programs are entitled to upcoming promotional events. We take the time with our card customers numerous benefits, including discounts and rebates on purchases during to make sure they are well informed about our products and services. the membership period. We find that the more responsive we can be to our best customers, Our Fashion Bug credit card program accounted for approximately 28% of Fashion Bug retail sales in 2004. We control the policies and marketing cadence to our card customer base that results in our credit customers purchasing on average twice as much annually as non-card customers. Our Lane Bryant and Catherines brands also offer customers the convenience of proprietary credit card programs. During 2004, the Lane Bryant credit card program accounted for approximately 29% of Lane Bryant retail sales, and the Catherines credit card program accounted for approximately 29% of Catherines’ retail sales. • We use our Proprietary Credit Card programs to drive higher customer sales and enhance customer loyalty. • Our Fashion Bug Card program is the 16th largest proprietary credit card program in the country. • 3% of the entire female population in the U.S. holds our Fashion Bug Card. the more loyalty we engender from them. We have specially designed customer communication strategies to our card customers that give our Company a competitive edge over other companies that outsource credit. These strategies are especially important to our plus-size customers who value the best in products and service from our stores. Our credit infrastructure allows us to achieve the necessary economies of scale in servicing while preserving the proprietary customer information necessary for us to compete. For example, we achieve this synergy through the credit issuance capabilities of our wholly-owned credit card bank, Spirit of America National Bank. In addition, we fully securitize all of our receivables through our Charming Shoppes Master Trust. page 20 I 2004 in Review Lane Bryant celebrates A Rich History 2004 marked the 100th anniversary of Lane Bryant, the most recognized name in women’s plus-size apparel under the Charming Shoppes umbrella. In celebration of this anniversary, Lane Bryant opened a store on 34th Street in midtown Manhattan on April 15, 2004. The Company also celebrated the 100th anniversary of Lane Bryant by opening the NASDAQ Stock Market® on April 29, 2004. LANE BRYANT CELEBRATES OVER 100 YEARS 1900 Lena Bryant founded Lane Bryant in New York as the 1969 first women’s apparel retailer in America focusing on The Lane Bryant chain grew to more than 100 stores, with sales of $200 million. plus-sizes. Lena, born in Lithuania, became “Lane” when a bank manager misspelled her name and she was Lane Bryant continued to expand nationwide, too timid about her awkward English to correct him. offering a wide selection of fashion apparel, exclusively in plus-sizes. 1904 The first Lane Bryant store opened on Fifth Avenue in New York City. 2001 In August, Charming Shoppes acquired Lane Bryant, America’s number-one women’s plus-size specialty 1915 Lane Bryant opened its first branch apparel provider, with 651 stores. retail store in Chicago. 2003 1923 Revenues for Lane Bryant, Inc. exceeded $5 million. 1951 Lena Bryant passed away at the age of 72, Lane Bryant’s Web site, lanebryant.com, began e-commerce activity in March. 2004 leaving her company to her sons. top: NASDAQ®, April 29, 2004, middle, bottom: 34th Street Store, New York City In April, Lane Bryant opened its flagship store in Manhattan, celebrating more than 100 years in business. 2004 in Review Stores by State TOTAL NUMBER OF STORES BY STATE AND REGION FB – FASHION BUG LB – LANE BRYANT (AS OF 1/29/05) CHARMING SHOPPES, INC. STORES BY REGION (AS OF 1/29/05) FB C LB CSI WEST FB C LB CONNECTICUT 21 4 10 35 ARIZONA 11 6 15 32 6 2 3 11 CALIFORNIA 38 36 81 155 MAINE 17 1 3 21 COLORADO 4 5 9 18 MARYLAND 33 10 20 63 IDAHO 5 1 1 7 MASSACHUSETTS 43 8 16 67 MONTANA 0 1 0 1 CSI NEW HAMPSHIRE 18 0 4 22 NEVADA 4 6 6 16 NEW JERSEY 49 13 23 85 NEW MEXICO 4 1 3 8 75 22 40 137 OREGON 117 17 34 168 UTAH NEW YORK PENNSYLVANIA RHODE ISLAND 7 2 2 11 VERMONT 7 0 1 8 393 79 156 628 TOTAL REGION TOTAL REGION SOUTH WASHINGTON WYOMING 10 7 7 24 2 0 8 10 16 12 16 44 2 0 0 2 96 75 146 317 FB C LB CSI MIDWEST FB C LB CSI ALABAMA 3 12 11 26 ILLINOIS 57 30 40 127 ARKANSAS 2 4 4 10 INDIANA 49 15 17 81 10 6 7 23 8 4 5 17 FLORIDA 20 21 39 80 IOWA GEORGIA 13 14 28 55 KANSAS KENTUCKY 27 6 10 43 MICHIGAN 76 19 29 124 LOUISIANA 1 11 10 22 MINNESOTA 19 11 13 43 MISSISSIPPI 4 7 7 18 MISSOURI 27 10 17 54 12 21 23 56 NEBRASKA 2 3 3 8 OKLAHOMA 5 4 5 14 NORTH DAKOTA 0 2 3 5 SOUTH CAROLINA 2 10 10 22 OHIO 95 25 30 150 TENNESSEE 13 12 13 38 SOUTH DAKOTA TEXAS 19 42 61 122 VIRGINIA 25 14 22 61 WEST VIRGINIA 15 3 3 21 TOTAL REGION 161 181 246 588 NORTH CAROLINA 0 1 1 2 35 10 9 54 TOTAL REGION 378 136 174 688 FB C LB CSI TOTAL STORES 1,028 471 722 2,221 TOTAL STATES 45 44 46 48 WISCONSIN page 21 C – CATHERINES CSI – CHARMING SHOPPES, INC. NORTHEAST DELAWARE I NORTHEAST 628 STORES 28% OF TOTAL MIDWEST 688 STORES 31% OF TOTAL WEST 317 STORES 14% OF TOTAL SOUTH 588 STORES 27% OF TOTAL TOTAL STORES 2,221 GROWTH OVER TIME OVER THE LAST 10 YEARS, CHARMING SHOPPES’ NETWORK OF STORES HAS NEARLY DOUBLED, TO 2,221 STORES. THE MAJORITY OF OUR EXPANSION HAS BEEN IN THE SOUTH AND WEST REGIONS. Year 1995 2000 2004 1,301 1,754 2,221 Total Stores page 22 I 2004 in Review Work &Community In January 2005, Charming Shoppes was again named as one of the best companies for female executives by the National Association for Female Executives. This is the second consecutive year that the company has been recognized by NAFE as one of the nation’s leaders. WORKING AT CHARMING SHOPPES and a mentorship program that encourages individuals to seek help and We are always looking for passionate and self-motivated team players who guidance from more experienced executives. In addition to our Open Door are ready for a challenge. The Company’s formula for success is built around approach, all of our brands, as well as our corporate offices, have in place innovative merchandising and fashion designs, leading-edge technology and regular “town-hall” style communication meetings, as well as smaller, supply chain systems, and a strong customer service focus that reinforces more intimate focus group style sessions to ensure our associates have our reputation as America’s plus-size specialists. ample opportunities to hear and learn about the Company. Our stores are staffed by an outstanding group of store associates, and our In January 2005, Charming Shoppes was again named as one of the best exciting store designs present our customers a visually appealing environment companies for female executives by the National Association for Female in which to shop. Our rapidly growing e-commerce sites allow us to expand Executives. This is the second consecutive year that the Company has our assortments and reach customers beyond our geographic footprints. been recognized by NAFE as one of the nation’s leaders. Whether our customers shop in our stores or through the direct-to-consumer channels, they can feel confident they have purchased items at a great value that will make them look and feel their best! At Charming Shoppes, we proudly recognize the value that our associates bring to the business and as a team we look forward to an exciting and challenging future. As a company, we continually look for ways to make our business processes more efficient and our associates more effective. In 2004, we expanded our internal communication network through the addition of our intranet sites and the creation of cross-functional innovation teams in each of our brands, which serve as central gathering points for converting our associates’ ideas into action. We also performed an associate climate survey that created a more formal vehicle for learning our associates’ opinions on a variety of topics ranging from training and development, to their work environment, DEDICATED TO OUR COMMUNITY In addition to meeting the fashion needs of women, Charming Shoppes is also committed to addressing and raising awareness of the many issues that exist in the communities we serve. We believe it’s our responsibility to give something back to the communities we serve, and we demonstrate this philosophy through a number of programs designed to better the lives of women, offer help to those in need, inspire community spirit and truly make a difference. 2004 in Review VOICES...ONE VOICE CAN LEAD TO A CHORUS FOR CHANGE KEEPING KIDS WARM Charming Shoppes’ commitment to community service is manifested in Warming hearts and lives across America, the Keeping Kids Warm the Voices campaign, which celebrates women’s leadership in grassroots program finished its ninth exciting season of sharing in the Fall of 2004. causes throughout the United States. Charming Shoppes launched Voices The program is part of Charming Shoppes’ ongoing effort to give back in 2002 to recognize remarkable women who raise their voices to to local communities. The Company, in conjunction with its vendors create positive change. and suppliers, donates coats to elementary-school children in inner-city locations. To date, Keeping Kids Warm has donated over 30,000 new Since the campaign’s inception, the Company has received thousands of coats and goodie bags to children in need. essays nominating women who demonstrate extraordinary leadership in their communities. Each year, the company chooses five winners from the essays Keeping Kids Warm and Voices are just two of the many ways received— from women who champion causes such as education, medical Charming Shoppes demonstrates its commitment to families and children. research, poverty relief and work with seniors and people with disabilities. Through clothing and monetary donations, as well as awareness campaigns In 2005, our five winners will receive a total of $100,000 in grants from dealing with women’s and children’s issues, Charming Shoppes offers the Company to further their work in their communities. direct assistance and hopes to inspire community involvement in others. As a family of neighborhood stores and a responsible corporate citizen, Charming Shoppes feels this is the very least it can do for the communities it serves. To date, the Keeping Kids Warm program has helped the following communities: CONNECTICUT MARYLAND NEW HAMPSHIRE TENNESSEE Bridgeport • Waterbury Baltimore Concord Memphis KENTUCKY MASSACHUSETTS NEW JERSEY VIRGINIA Evans • Grethel Lynn • Springfield Camden • Chesilhurst • Newark Norfolk ILLINOIS MINNESOTA NEW YORK WISCONSIN Springfield Minneapolis Rochester Milwaukee INDIANA MICHIGAN OHIO Indianapolis Detroit Columbus • Cincinnati • Cleveland MAINE MISSOURI PENNSYLVANIA Portland • Springfield St. Louis Philadelphia • Pittsburgh I page 23 CHARMING SHOPPES’ BOARD OF DIRECTORS WILLIAM O. ALBERTINI JOSEPH L. CASTLE, II YVONNE M. CURL DORRIT J. BERN CHARLES T. HOPKINS KATHERINE M. HUDSON DR. PAMELA S. LEWIS KENNETH S. OLSHAN ALAN ROSSKAMM Former Executive Vice President and Chief Financial Officer Bell Atlantic Global Wireless, Inc. Chairman of the Board and Chief Executive Officer Castle Energy Corp. Former Chief Marketing Officer Avaya, Inc. Chairman Former Managing Partner KPMG LLP, Philadelphia Lead Independent Director Former Chairman of the Board Brady Corporation President Queens University of Charlotte Former Chairman and Chief Executive Officer Wells Rich Greene BDDP Chairman of the Board, President and Chief Executive Officer Jo-Ann Stores, Inc. CORPORATE EXECUTIVE OFFICERS CORPORATE OFFICERS DORRIT J. BERN JAMES G. BLOISE Chairman, President and Chief Executive Officer Senior Vice President Supply Chain Management JOSEPH M. BARON DENIS F. GINGUE Executive Vice President and Chief Operating Officer Senior Vice President Chief Information Officer MICHEL BOURLON STEVEN R. WISHNER Executive Vice President Sourcing Senior Vice President Treasury, Investor Relations and Business Development Design: Creative Strategy Group, Inc. csg-design.com ANTHONY A. DESABATO, ESQ. SUSAN BRINGHURST WILLIAM P. MANCUSO DAVID TOBABEN Vice President Distribution and Logistics Vice President Corporate Planning and Allocation BERNARD K. MULLEN Vice President Corporate Loss Prevention EDWIN A. NEUMANN Vice President Business Services LESLEY M. RINDOSH Vice President Quality Control/ Quality Assurance Executive Vice President Corporate and Labor Relations, Business Ethics, and Loss Prevention Vice President Quality Assurance/ Quality Control Sourcing — Asia KIRK R. SIMME ERIC M. SPECTER ROBERT M. CHESSEN Executive Vice President and Chief Financial Officer Vice President Corporate Human Resources Vice President Financial Planning and Support COLIN D. STERN, ESQ. WILLIAM R. DAWSON LAURIE WILLIAMS-FLEURY Executive Vice President, General Counsel and Secretary Vice President Internal Audit Vice President Technical Design Services ANDREW D. GALASSO STEPHEN YEUNG GALE H. VARMA Executive Vice President Human Resources Vice President Real Estate Finance and Analysis ERNA ZINT NEAL J. GLUECK Executive Vice President Technical Design and Quality Assurance/ Quality Control JONATHON GRAUB Vice President Procurement and Facilities Services Executive Vice President Store Operations JOHN LEE Vice President Corporate Accounting Vice President General Merchandise Manager JEFFREY H. LISS BEN H. BULL Senior Vice President Real Estate/Construction/ Store Design JOHN J. SULLIVAN Vice President Corporate Controller Vice President Credit KEITH D. SPIRGEL Vice President Sourcing — Asia FASHION BUG ELIZABETH A. WILLIAMS President MARY ANN BARR Vice President Divisional Merchandise Manager — Intimate Apparel and Accessories LANE BRYANT INDEPENDENT AUDITORS LORNA E. NAGLER Ernst & Young LLP Philadelphia, Pennsylvania President ELIZABETH ACKLEY Vice President Human Resources SUSAN C. CONNELL Vice President General Merchandise Manager Wear to Work — Sportswear Vice President General Merchandise Manager Casual Sportswear PHILIP S. BRUNONE JOSEPH HASH Vice President Human Resources Vice President Stores GARY F. CHEW G. SCOTT GLASER Vice President General Merchandise Manager Vice President Finance JOSEPH J. KASSA Vice President Marketing Vice President General Merchandise Manager Intimate Apparel CARRIE KLEIN LISA KUNZ LINDA M. MADWAY, ESQ. CATHERINES PLUS SIZES Vice President Product Development Vice President Associate General Counsel Vice President Risk Management and Taxation DIANE M. PACCIONE LARRY M. LOMBARDI LINDA SHAPS Vice President Director of Stores Vice President Product Development JON A. GOLDBERG E. GLENN IRELAN MARYELLEN MACDOWELL MICHAEL YOUNG President ROBERT J. BAKER Vice President Business Development Vice President and Chief Financial Officer KATHLEEN H. LIEBERMAN, ESQ. LYNN GORE Vice President Associate General Counsel and Assistant Secretary Vice President Marketing THOMAS M. SMITH Vice President Associate General Counsel Vice President Divisional Merchandise Manager — Plus MELISSA A. NOVELL Vice President Planning and Allocations CHARMING INTERACTIVE Vice President General Merchandise Manager JOSEPH T. HARDIMAN BRETT SCHNEIDER ROBIN E. BASKIN Vice President Finance Vice President Internet Marketing RACHEL A. UNGARO CHARMING DIRECT Vice President Divisional Merchandising Manager — Missy American Stock Transfer & Trust Company New York, New York 1-800-937-5449 JEFFREY A. ELLIOTT Vice President Planning and Allocations LOUIS BODOFSKY TRANSFER AGENT AND REGISTER Vice President Chief Technology Officer STEPHEN S. MARKS Senior Vice President Direct-to-Consumer EXECUTIVE OFFICES 450 Winks Lane Bensalem, Pennsylvania 19020 FORM 10-K A copy of the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, is available to stockholders without charge upon written request: Charming Shoppes, Inc. Gayle M. Coolick Director of Investor Relations 450 Winks Lane Bensalem, Pennsylvania 19020 Quarterly reports available upon request. CHARMING SHOPPES, INC. 450 Winks Lane, Bensalem, PA 19020 www.charmingshoppes.com