CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	9 Months Ended		12 Months Ended
	Oct. 30, 2010	Oct. 31, 2009	Jan. 30, 2010
Current assets:
Cash and cash equivalents	$ 170,526	$ 102,280	$ 168,380
Restricted cash	2,219	2,084	2,112
Accounts receivable	20,945	16,739	16,910
Inventories	232,902	250,599	206,227
Prepaid expenses and other current assets	45,424	48,992	45,713
Deferred income taxes	25,902	38,973	17,540
Total current assets	497,918	459,667	456,882
Long-term assets:
Property and equipment, net	317,564	311,113	312,801
Deferred income taxes	55,759	60,008	79,934
Other assets	4,202	4,528	4,443
Total assets	875,443	835,316	854,060
Current liabilities:
Accounts payable	79,626	62,612	55,547
Income taxes payable	2,457	3,121	1,212
Accrued expenses and other current liabilities	95,396	101,765	88,757
Total current liabilities	177,479	167,498	145,516
Long-term liabilities:
Deferred rent liabilities	97,478	101,334	98,705
Other tax liabilities	15,407	8,947	15,396
Other long-term liabilities	5,406	4,303	5,473
Total liabilities	295,770	282,082	265,090
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at October 30, 2010, January 30, 2010, and October 31, 2009
Common stock, $0.10 par value, 100,000,000 shares authorized, 26,193,378, 27,474,774 and 27,391,655 issued and outstanding at October 30, 2010, January 30, 2010, and October 31, 2009, respectively	2,619	2,739	2,747
Additional paid-in capital	207,166	203,662	204,646
Accumulated other comprehensive income	11,539	6,855	7,561
Retained earnings	358,349	339,978	374,016
Total stockholders' equity	579,673	553,234	588,970
Total liabilities and stockholders' equity	$ 875,443	$ 835,316	$ 854,060

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Oct. 30, 2010	Jan. 30, 2010	Oct. 31, 2009
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00	$ 1.00
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10	$ 0.10
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	26,193,378	27,474,774	27,391,655
Common stock, shares outstanding	26,193,378	27,474,774	27,391,655

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Oct. 30, 2010

Oct. 31, 2009

Oct. 30, 2010

Oct. 31, 2009

Net sales

$ 453,395

$ 463,175

$ 1,220,829

$ 1,180,752

Cost of sales

271,052

261,348

745,208

707,099

Gross profit

182,343

201,827

475,621

473,653

Selling, general and administrative expenses

114,210

118,579

334,946

336,565

Asset impairment charges

354

307

2,506

1,721

Depreciation and amortization

17,738

18,170

53,562

53,258

Operating income

50,041

64,771

84,607

82,109

Interest (expense), net

(390)

(520)

(1,227)

(5,250)

Income from continuing operations before income taxes

49,651

64,251

83,380

76,859

Provision for income taxes

18,493

26,079

32,483

22,175

Income from continuing operations

31,158

38,172

50,897

54,684

Income (loss) from discontinued operations, net of income taxes

151

(389)

(440)

Net income

$ 31,309

$ 37,783

$ 50,978

$ 54,244

Basic earnings (loss) per share amounts

Income from continuing operations (in dollars per share)

$ 1.16

^[1]

$ 1.39

^[1]

$ 1.86

^[1]

$ 1.90

^[1]

Income (loss) from discontinued operations, net of income taxes (in dollars per share)

$ 0.01

^[1]

$ (0.01)

^[1]

$ 0.00

^[1]

$ (0.02)

^[1]

Net income (in dollars per share)

$ 1.16

^[1]

$ 1.38

^[1]

$ 1.86

^[1]

$ 1.88

^[1]

Basic weighted average common shares outstanding (in shares)

26,907

27,389

27,415

28,805

Diluted earnings (loss) per share amounts

Income from continuing operations (in dollars per share)

$ 1.14

^[1]

$ 1.38

^[1]

$ 1.83

^[1]

$ 1.88

^[1]

Income (loss) from discontinued operations, net of income taxes (in dollars per share)

$ 0.01

^[1]

$ (0.01)

^[1]

$ 0.00

^[1]

$ (0.02)

^[1]

Net income (in dollars per share)

$ 1.15

^[1]

$ 1.37

^[1]

$ 1.84

^[1]

$ 1.87

^[1]

Diluted weighted average common shares outstanding (in shares)

27,238

27,622

27,764

29,038

[1]	Table may not add due to rounding

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Oct. 30, 2010	Oct. 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 50,978	$ 54,244
Less income (loss) from discontinued operations	81	(440)
Income from continuing operations	50,897	54,684
Reconciliation of income from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization	53,562	53,258
Amortization of deferred financing costs	435	2,285
Loss on disposal of property and equipment	685	606
Asset impairment charges	2,506	1,721
Stock-based compensation	8,085	7,068
Deferred taxes	15,744	12,769
Deferred rent expense and lease incentives	(12,770)	(12,678)
Changes in operating assets and liabilities:
Inventories	(25,292)	(36,319)
Prepaid expenses and other assets	(4,970)	(2,320)
Accounts payable and other current liabilities	33,311	(11,970)
Income taxes payable, net of prepayments	2,727	2,215
Deferred rent and other liabilities	10,829	947
Total adjustments	84,852	17,582
Net cash provided by operating activities	135,749	72,266
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment purchases	(63,305)	(45,011)
Restriction of cash		(2,148)
Purchase of company-owned life insurance policies	(265)
Net cash used in investing activities	(63,570)	(47,159)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities	118,977	134,114
Repayments under revolving credit facilities	(118,977)	(134,114)
Exercise of stock options	8,255	5,611
Payments on term loan		(85,000)
Purchase of common stock, including transaction costs	(80,352)	(73,898)
Deferred financing costs		(1,000)
Net cash used in financing activities	(72,097)	(154,287)
Effect of exchange rate changes on cash	2,064	5,254
Net increase (decrease) in cash and cash equivalents	2,146	(123,926)
Cash and cash equivalents, beginning of period	168,380	226,206
Cash and cash equivalents, end of period	170,526	102,280
OTHER CASH FLOW INFORMATION:
Net cash paid during the period for income taxes	13,716	9,921
Cash paid during the period for interest	1,213	5,046
Increase (decrease) in accrued purchases of property and equipment	$ (3,180)	$ 549

BASIS OF PRESENTATION

9 Months Ended

Oct. 30, 2010

BASIS OF PRESENTATION

BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated financial position of The Children’s Place Retail Stores, Inc. (the “Company”) as of October 30, 2010 and October 31, 2009, the results of its consolidated operations for the thirteen weeks and thirty-nine weeks ended October 30, 2010 and October 31, 2009, and its consolidated cash flows for the thirty-nine weeks ended October 30, 2010 and October 31, 2009. The consolidated financial position as of January 30, 2010 was derived from audited financial statements. Due to the seasonal nature of the Company’s business, the results of operations for the thirteen and thirty-nine weeks ended October 30, 2010 and October 31, 2009 are not necessarily indicative of operating results for a full fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010.

Terms that are commonly used in the Company’s notes to condensed consolidated financial statements are defined as follows:

· Third Quarter 2010 — The thirteen weeks ended October 30, 2010.

· Third Quarter 2009 — The thirteen weeks ended October 31, 2009.

· Year-To-Date 2010 — The thirty-nine weeks ended October 30, 2010.

· Year-To-Date 2009 — The thirty-nine weeks ended October 31, 2009.

· FASB— Financial Accounting Standards Board.

· FASB ASC — FASB Accounting Standards Codification, which serves as the source for authoritative U.S. GAAP, except that rules and interpretive releases by the SEC are also sources of authoritative U.S. GAAP for SEC registrants.

Restricted Cash

On June 11, 2009, the Company received a notice of assessment in the amount of approximately 2.3 million Canadian dollars from Revenue Quebec regarding the Company’s sales tax filings. During the Third Quarter 2009, Revenue Quebec required the Company to guarantee the assessed amount in the form of a deposit into a restricted cash account. The Company has objected to the assessment and until such time that it is resolved, the balance of the account remains the property of the Company. This amount is shown on the accompanying consolidated balance sheet as restricted cash. At October 30, 2010 the U.S. dollar value of this deposit was $2.2 million. At January 30, 2010 and October 31, 2009 the U.S. dollar value of this deposit was $2.1 million.

Deferred Compensation Plan

In December 2009, the Board of Directors of the Company approved the adoption of The Children’s Place Retail Stores, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) effective as of January 1, 2010. Under the Deferred Compensation Plan, which is a nonqualified, unfunded plan, each eligible senior level employee of the Company may elect to defer up to 80% of his or her base salary and/or up to 100% of his or her bonus to be earned for the year following the year in which the deferral election is made. The Deferred Compensation Plan also permits members of the Board of Directors to elect to defer payment of all or a portion of their retainer and other fees to be earned for the year following the year in which a deferral election is made. In addition, eligible employees and directors of the Company may also elect to defer payment of any shares of Company stock that is earned with respect to deferred stock awards. The Company may, but is not required to, credit participants with additional Company contribution amounts. Deferred amounts are not subject to forfeiture and are deemed invested among investment funds offered under the Deferred Compensation Plan, as directed by each participant. Payments of deferred amounts (as adjusted for earnings and losses) are payable following separation from service or at a date or dates elected by the participant at the time the deferral is elected. Payments of deferred amounts are generally made in either a lump sum or in annual installments over a period not exceeding fifteen years. Deferred amounts are payable in the form in which they were made; cash deferrals are payable in cash and stock deferrals are payable in stock. Earlier distributions are not permitted except in the case of an unforeseen hardship.

The Company has established a rabbi trust that serves as an investment to shadow the Deferred Compensation Plan liability; however, the assets of the rabbi trust are general assets of the Company and as such, would be subject to the claims of creditors in the event of bankruptcy or insolvency. The investments of the rabbi trust consist of company-owned life insurance policies for which investment income or loss is recognized based upon changes in cash surrender value. Changes in the Deferred Compensation Plan liability are recognized as compensation expense. Stock awards deferred into the Deferred Compensation Plan are recorded at fair market value at the time of deferral and any subsequent changes in fair market value are not recognized. At October 30, 2010, the Deferred Compensation Plan liability and the investment balance of the rabbi trust were approximately $0.4 million each and are included in other assets and other long-term liabilities, respectively, in the accompanying condensed consolidated balance sheet. At October 30, 2010 no stock awards have been deferred into the plan.

The Disney Store Business

In the first quarter of fiscal 2008, the Company discontinued its operation of the Disney Store business, which had operated under a licensing agreement with The Walt Disney Company. Amounts included in loss from discontinued operations relate to the wind down of the Disney Store business.

Recently Adopted Accounting Standards

The Company has reviewed recent accounting standards issued under FASB ASC and has determined that they will have no financial impact on the Company’s condensed consolidated financial statements.

Fair Value Measurement and Financial Instruments

The “Fair Value Measurements and Disclosure” topic of the FASB ASC provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.

This topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows:

· Level 1 - inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities

· Level 2 - inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly

· Level 3 - inputs to the valuation techniques that are unobservable for the assets or liabilities

The Company’s cash and cash equivalents, accounts receivable, accounts payable and credit facilities are all short-term in nature. As such, their carrying amounts approximate fair value.

STOCK-BASED COMPENSATION

9 Months Ended

Oct. 30, 2010

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

3. STOCK-BASED COMPENSATION

The following table summarizes the Company’s stock-based compensation expense (in thousands):

	Thirteen Weeks Ended					Thirty-nine Weeks Ended
	October 30,			October 31,		October 30,		October 31,
	2010			2009		2010		2009
Stock option expense	$	13		$	40	$	48	$	186
Deferred stock expense (1)	1,559			1,451		5,103		4,447
Restricted stock expense	189			214		621		646
Performance award expense (2)	(884		)	824		2,313		1,789
Total stock-based compensation expense	$	877		$	2,529	$	8,085	$	7,068

(1) During the Third Quarter 2010 and the Third Quarter 2009 approximately $0.4 million and $0.2 million, respectively, was recorded in cost of goods sold. During Year-To-Date 2010 and Year-To-Date 2009 approximately $1.0 million and $0.8 million, respectively, was recorded in cost of goods sold.

(2) During the Third Quarter 2010, the Company lowered the expected number of shares that will vest. This reduction resulted in a net credit charge for the quarter.

The Company recognized a tax benefit related to stock-based compensation expense of $3.2 million and $2.8 million for Year-To-Date 2010 and Year-To-Date 2009, respectively.

Long Term Incentive Awards

The Company issues long term incentive awards consisting of deferred stock awards and performance awards to key members of management (the “Participants”). Each award is based on salary level and the fair market value of the Company’s common stock on the date the Compensation Committee of the Company’s Board of Directors approves the grant. The deferred stock awards vest on a graded basis over three years and have a service requirement only. Key features of the performance awards are as follows:

· Each performance award has a defined number of shares that a Participant can earn (the “Target Shares”). Based on performance levels, Participants can earn up to 200% of their Target Shares.

· The awards have a service requirement and performance criteria that must be achieved for the awards to vest.

· The performance criteria are based on the Company’s achievement of operating income levels in each of the fiscal years 2008, 2009 and 2010, as well as in the aggregate, except that those awards issued since January 2010 are based only on fiscal 2010’s operating performance.

· Awards may be earned in each of the fiscal years based upon meeting the established performance criteria for that year, however, except in certain circumstances, the Participants must be employed by the Company at the end of the three year performance period or their awards are forfeited.

The current performance period ends on January 29, 2011 and as of October 30, 2010, the Company estimates that on a weighted average basis the Participants will earn approximately 146% of their Target Shares.

New Awards

During Year-To-Date 2010 the Company granted an aggregate of 127,585 deferred stock awards, of which 22,885 vest over one year and 104,700 vest on a graded basis over three years. Also awarded during Year-To-Date 2010 were performance awards that provide for the issuance of 15,500 Target Shares if the Company achieves a specified level of operating income for fiscal 2010. These awards vest on an accelerated basis over three years.

Deferred and Restricted Stock (“Deferred Awards”)

Changes in the Company’s unvested Deferred Awards for Year-To-Date 2010 were as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested deferred awards, beginning of period	512		$	30.34
Granted	128		45.68
Vested	(160	)	28.73
Forfeited	(54	)	32.63
Unvested deferred awards, end of period	426		$	35.25

Total unrecognized stock-based compensation expense related to unvested Deferred Awards approximated $11.2 million as of October 30, 2010, which will be recognized over a weighted average period of approximately 2.1 years.

Performance Awards

Changes in the Company’s unvested performance awards for Year-To-Date 2010 were as follows:

	Number of Performance Shares (1)		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested performance shares, beginning of period	174		$	27.65
Granted	16		46.30
Vested	—		—
Forfeited	(28	)	28.43
Unvested performance shares, end of period	162		$	29.30

(1) The number of unvested performance shares is based on the Participants earning their Target Shares at 100%. As of October 30, 2010, the Company estimates that on a weighted average basis the Participants will earn 146% of their Target Shares. The cumulative expense recognized reflects changes in estimates as they occur.

Based on the estimated total performance awards that will vest, total unrecognized stock-based compensation expense related to unvested performance awards approximated $1.5 million as of October 30, 2010, which will be recognized over a weighted average period of approximately 0.8 years.

Stock Option Plans

During fiscal 2008, the Company ceased issuing stock options in favor of Deferred Awards. Activity for all outstanding options is below.

Changes in the Company’s outstanding stock options for Year-To-Date 2010 were as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in thousands)
Options outstanding at January 30, 2010	731		$	33.22	4.6	$	2,831
Granted	—		—		—	—
Exercised	(283	)	29.15		N/A	4,799
Forfeited	(13	)	34.34		N/A	125
Options outstanding at October 30, 2010	435		$	35.86	4.6	$	3,814
Options exercisable at October 30, 2010	411		$	36.44	4.4	$	3,378

Changes in the Company’s unvested stock options for Year-To-Date 2010 were as follows:

	Number of Options		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested stock options, beginning of period	40		$	11.24
Granted	—		—
Vested	(16	)	11.08
Forfeited	—		—
Unvested stock options, end of period	24		$	11.34

Total unrecognized stock-based compensation expense related to unvested stock options is not material.

NET INCOME PER COMMON SHARE

9 Months Ended

Oct. 30, 2010

NET INCOME PER COMMON SHARE

NET INCOME PER COMMON SHARE

4. NET INCOME PER COMMON SHARE

The following table reconciles net income and share amounts utilized to calculate basic and diluted net income per common share (in thousands):

	Thirteen Weeks Ended					Thirty-nine Weeks Ended
	October 30,		October 31,			October 30,		October 31,
	2010		2009			2010		2009
Income from continuing operations	$	31,158	$	38,172		$	50,897	$	54,684
Income (loss) from discontinued operations, net of taxes	151		(389		)	81		(440		)
Net income	$	31,309	$	37,783		$	50,978	$	54,244

Basic weighted average common shares	26,907		27,389			27,415		28,805
Dilutive effect of stock awards	331		233			349		233
Diluted weighted average common shares	27,238		27,622			27,764		29,038
Antidilutive stock awards	103		536			127		869

Antidilutive stock awards (stock options, deferred stock awards and restricted stock awards) represent those awards that are excluded from the earnings per share calculation as a result of their antidilutive effect in the application of the treasury stock method in accordance with the “Earnings Per Share” topic of the FASB ASC.

PROPERTY AND EQUIPMENT

9 Months Ended

Oct. 30, 2010

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

6. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

	Asset		October 30,			January 30,			October 31,
	Life		2010			2010			2009
Property and equipment:
Land and land improvements		—	$	3,403		$	3,403		$	3,403
Building and improvements		20-25 yrs	34,184			30,451			30,451
Material handling equipment		10-15 yrs	49,504			31,243			31,243
Leasehold improvements		Lease life	395,553			378,097			372,878
Store fixtures and equipment		3-10 yrs	274,197			259,641			257,210
Capitalized software		5 yrs	70,347			65,869			64,794
Construction in progress		—	11,385			17,770			13,659
			838,573			786,474			773,638
Less accumulated depreciation and amortization			(521,009		)	(473,673		)	(462,525		)
Property and equipment, net			$	317,564		$	312,801		$	311,113

During the Third Quarter 2010, the Company recorded $0.4 million of asset impairment charges related primarily to two underperforming stores. During the Third Quarter 2009, the Company recorded $0.3 million of asset impairment charges related primarily to one underperforming store.

During Year-To-Date 2010, the Company recorded $2.5 million of asset impairment charges related primarily to six underperforming stores. During Year-To-Date 2009, the Company recorded $1.7 million of asset impairment charges related primarily to four underperforming stores.

As of October 30, 2010, January 30, 2010 and October 31, 2009, the Company had purchased $4.3 million, $7.5 million and $4.6 million, respectively, of property and equipment for which payment had not been made. These amounts are included in accounts payable and accrued expenses and other current liabilities.

CREDIT FACILITIES

9 Months Ended

Oct. 30, 2010

CREDIT FACILITIES

CREDIT FACILITIES

7. CREDIT FACILITIES

On July 31, 2008, the Company and certain of its domestic subsidiaries entered into a five year credit agreement (the “2008 Credit Agreement”) with Wells Fargo Retail Finance, LLC (“Wells Fargo”), Bank of America, N.A., HSBC Business Credit (USA) Inc., and JPMorgan Chase Bank, N.A. as lenders and Wells Fargo, as Administrative Agent, Collateral Agent and Swing Line Lender.

The 2008 Credit Agreement consists of a $200 million asset based revolving credit facility, with a $175 million sublimit for standby and documentary letters of credit. Revolving credit loans outstanding under the 2008 Credit Agreement bear interest, at the Company’s option, at:

(i) the prime rate plus a margin of 0.0% to 0.5% based on the amount of the Company’s average excess availability under the facility; or

(ii) the London InterBank Offered Rate, or “LIBOR”, for an interest period of one, two, three or six months, as selected by the Company, plus a margin of 2.00% to 2.50% based on the amount of the Company’s average excess availability under the facility.

An unused line fee of 0.50% or 0.75%, based on total facility usage, will accrue on the unused portion of the commitments under the facility. Letter of credit fees range from 1.25% to 1.75% for commercial letters of credit and range from 2.00% to 2.50% for standby letters of credit. Letter of credit fees are determined based on the daily average undrawn stated amount of such outstanding letters of credit. The 2008 Credit Agreement expires on July 31, 2013. The amount available for loans and letters of credit under the 2008 Credit Agreement is determined by a borrowing base consisting of certain credit card receivables, certain inventory and the fair market value of certain real estate, subject to certain reserves.

The outstanding obligations under the 2008 Credit Agreement may be accelerated upon the occurrence of certain events, including, among others, non-payment, breach of covenants, the institution of insolvency proceedings, defaults under other material indebtedness and a change of control, subject, in the case of certain defaults, to the expiration of applicable grace periods. Since August 1, 2010, the Company is no longer subject to any early termination fees.

The 2008 Credit Agreement contains covenants, which include limitations on annual capital expenditures, share repurchase programs and the payment of dividends or similar payments. Credit extended under the 2008 Credit Agreement is secured by a first or second priority security interest in substantially all of the Company’s assets.

On August 18, 2010, in connection with the approval of the Company’s share repurchase program, the 2008 Credit Agreement was amended to increase the allowable amount, subject to certain conditions, that the Company may spend on share repurchases.

The Company capitalized an aggregate of approximately $2.6 million in deferred financing costs related to the 2008 Credit Agreement, which is being amortized on a straight-line basis over its term.

The table below presents the components (in millions) of the Company’s credit facilities:

	October 30, 2010			January 30, 2010			October 31, 2009

Credit facility maximum	$	200.0		$	200.0		$	200.0
Borrowing base	190.2			164.1			200.0

Outstanding borrowings	$	—		$	—		$	—
Letters of credit outstanding—merchandise	33.8			32.4			37.2
Letters of credit outstanding—standby	10.9			15.2			16.1
Utilization of credit facility at end of period	44.7			47.6			53.3

Availability	$	145.5		$	116.5		$	146.7

Interest rate at end of period	3.3		%	3.3		%	3.3		%

	Year-To-Date 2010			Fiscal 2009			Year-To-Date 2009
Average loan balance during the period	$	—		$	0.1		$	0.1
Highest outstanding borrowings during the period	—			3.3			3.3
Average interest rate	3.3		%	3.3		%	3.3		%

Letter of Credit Fees

Letter of credit fees approximated $0.3 million in each of Year-To-Date 2010 and Year-To-Date 2009. Letter of credit fees are included in cost of sales.

LEGAL AND REGULATORY MATTERS

9 Months Ended

Oct. 30, 2010

LEGAL AND REGULATORY MATTERS

LEGAL AND REGULATORY MATTERS

9. LEGAL AND REGULATORY MATTERS

On June 16, 2009, a putative stockholder derivative action was filed in the Superior Court of New Jersey, Hudson County, Chancery Division, against the Company and certain of its current and former directors and senior executives. The Company has been named as a nominal defendant. The complaint alleges, among other things, that certain of the Company’s current and former directors and executives breached their fiduciary duties to the Company and its stockholders by causing the Company to issue false and misleading public statements and by abdicating their responsibilities to the Company and its stockholders, in violation of state law. The complaint also alleges that the defendants committed corporate waste in connection with a severance payment to the Company’s former Chief Executive Officer. The complaint seeks monetary damages from the individual defendants as well as costs and disbursements of the lawsuit, including expert fees, as well as equitable relief. On November 20, 2009, defendants moved to dismiss the complaint, on the grounds that, among other things, (i) the claims asserted in the action are barred by the prior settlement of the stockholder class action filed in the United States District Court for the Southern District of New York, and (ii) plaintiff failed to make a demand on the Company’s Board of Directors to initiate the lawsuit, as required by applicable state law. The court heard oral arguments on the motion to dismiss on March 25, 2010 and on June 3, 2010 the court issued an oral decision denying the defendants’ motion to dismiss, while stating that the court took no position on the merits of the case. On July 28, 2010, the defendants filed a motion in the Superior Court of New Jersey, Appellate Division, seeking extraordinary leave to appeal from the interlocutory order denying defendants’ motion to dismiss, which motion was denied on August 20, 2010. The outcome of this litigation is uncertain and no estimate can be made at this time of any potential loss or range of losses. While we believe there are valid defenses to the claims and we will defend ourselves vigorously, no assurance can be given as to the outcome of this litigation. The litigation could distract our management and directors from the Company’s affairs, the costs and expenses of the litigation could have a material adverse effect on the Company’s financial position, results of operations and cash flows and an unfavorable outcome could adversely affect the reputation of the Company.

On or about September 28, 2007, Meghan Ruggiero filed a complaint against the Company and its subsidiary, Hoop Retail Stores, LLC (“Hoop”), in the United States District Court, Northern District of Ohio on behalf of herself and other similarly situated individuals. The lawsuit alleges violations of the Fair and Accurate Credit Transactions Act and seeks class certification, an award of statutory and punitive damages, attorneys’ fees and costs, and injunctive relief. The plaintiff filed an amended complaint on January 25, 2008. Effective as of March 26, 2008, the prosecution of this lawsuit against Hoop was stayed under the automatic stay provisions of the U.S. Bankruptcy Code by reason of Hoop’s petition for relief filed that same day. On March 2, 2009, the court granted the plaintiff leave to file an amended complaint dismissing the Company and to replace the Company with its subsidiary, The Children’s Place Services Company, LLC, and on March 27, 2009 the plaintiff filed a second amended complaint. On October 15, 2009, the parties filed a joint notice of settlement, and the parties subsequently entered into a settlement agreement that provided for, among other things, payment in the amount of $0.3 million. On March 4, 2010, the Court preliminarily approved the settlement, authorized the dissemination of notice of the settlement to the Company’s shareholders and scheduled a hearing to consider the fairness and final approval of the settlement. The parties entered into an amendment to the settlement agreement on July 2, 2010, and the hearing on final approval of the amended settlement was held on September 16, 2010. The court issued the Final Approval Order and Judgment on October 4, 2010, and the judgment became effective on November 8, 2010. The Company has accrued for the cost of this settlement and the related expense was charged to discontinued operations.

During the Third Quarter 2010, neither the Company nor any of its subsidiaries became a party to, nor did any of their property become the subject of, any material legal proceedings. Except as noted above, there were no material developments to any legal proceedings previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010.

The Company is also involved in various legal proceedings arising in the normal course of business. In the opinion of management, any ultimate liability arising out of these proceedings will not have a material effect on the Company’s financial condition.

INTEREST INCOME AND EXPENSE

9 Months Ended

Oct. 30, 2010

INTEREST INCOME AND EXPENSE

INTEREST INCOME AND EXPENSE

11. INTEREST INCOME AND EXPENSE

The following table presents the components of the Company’s interest (expense) income, net (in thousands):

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	October 30,			October 31,			October 30,			October 31,
	2010			2009			2010			2009
Interest income	$	176		$	42		$	397		$	545
Tax-exempt interest income	1			2			19			13
Total interest income	177			44			416			558

Less:
Interest expense — term loan	—			—			—			3,858
Interest expense — credit facilities	55			83			181			222
Unused line fee	300			288			894			479
Amortization of deferred financing fees (1)	145			145			435			2,285
Other interest and fees (2)	67			48			133			(1,036		)
Total interest expense	567			564			1,643			5,808
Interest (expense), net	$	(390	)	$	(520	)	$	(1,227	)	$	(5,250	)

(1) Year-To-Date 2009 includes approximately $1.9 million of accelerated deferred financing costs associated with prepayments made on the Company’s term loan.

(2) Year-To-Date 2009 includes a credit of approximately $1.5 million of interest accrual reversals related to the settlement of an IRS employment tax audit related to stock options.

SEGMENT INFORMATION

9 Months Ended

Oct. 30, 2010

SEGMENT INFORMATION

SEGMENT INFORMATION

12. SEGMENT INFORMATION

In accordance with the “Segment Reporting” topic of the FASB ASC, the Company reports segment data based on management responsibility: The Children’s Place U.S. and The Children’s Place Canada. Included in The Children’s Place U.S. segment are the Company’s U.S. based stores, including Puerto Rico, and its e-commerce store, www.childrensplace.com. The Company measures its segment profitability based on operating income, defined as earnings before interest and taxes. Net sales and direct costs are recorded by each segment. Certain inventory procurement functions such as production and design as well as corporate overhead, including executive management, finance, real estate, human resources, legal, and information technology services are managed by The Children’s Place U.S. segment. Expenses related to these functions, including depreciation and amortization, are allocated to The Children’s Place Canada segment based primarily on net sales. The assets related to these functions are not allocated. The Company periodically reviews these allocations and adjusts them based upon changes in business circumstances. Net sales from external customers are derived from merchandise sales and the Company has no major customers that account for more than 10% of its net sales. As of October 30, 2010, The Children’s Place U.S. operated 903 stores and The Children’s Place Canada operated 102 stores. As of October 31, 2009, The Children’s Place U.S. operated 856 stores and The Children’s Place Canada operated 94 stores.

The following tables provide segment level financial information for the Third Quarter 2010, the Third Quarter 2009, Year-To-Date 2010 and Year-To-Date 2009 (dollars in thousands):

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	October 30,			October 31,			October 30,			October 31,
	2010			2009			2010			2009
Net sales:
The Children’s Place U.S.	$	388,423		$	399,737		$	1,059,165		$	1,038,756
The Children’s Place Canada	64,972			63,438			161,664			141,996
Total net sales	$	453,395		$	463,175		$	1,220,829		$	1,180,752

Operating income:
The Children’s Place U.S.	$	35,210		$	47,760		$	57,077		$	56,540
The Children’s Place Canada	14,831			17,011			27,530			25,569
Total operating income	$	50,041		$	64,771		$	84,607		$	82,109

Operating income as a percent of net sales:
The Children’s Place U.S.	9.1		%	11.9		%	5.4		%	5.4		%
The Children’s Place Canada	22.8		%	26.8		%	17.0		%	18.0		%
Total operating income	11.0		%	14.0		%	6.9		%	7.0		%

Depreciation and amortization:
The Children’s Place U.S.	$	15,836		$	16,510		$	47,899		$	48,172
The Children’s Place Canada	1,902			1,660			5,663			5,086
Total depreciation and amortization	$	17,738		$	18,170		$	53,562		$	53,258

Capital expenditures:
The Children’s Place U.S.	$	13,817		$	17,758		$	58,792		$	43,696
The Children’s Place Canada	2,530			168			4,513			1,315
Total capital expenditures	$	16,347		$	17,926		$	63,305		$	45,011

Total assets by segment are as follows (dollars in thousands):

	October 30,		January 30,		October 31,
	2010		2010		2009
Total assets:
The Children’s Place U.S.	$	748,764	$	752,827	$	742,633
The Children’s Place Canada	126,679		101,233		92,683
Total assets	$	875,443	$	854,060	$	835,316

Document and Entity Information	9 Months Ended
Document and Entity Information	Oct. 30, 2010	Nov. 29, 2010
Document and Entity Information
Entity Registrant Name	CHILDRENS PLACE RETAIL STORES INC
Entity Central Index Key	0001041859
Document Type	10-Q
Document Period End Date	Oct. 30, 2010
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		25,980,350
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	Q3