CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Apr. 30, 2011	May 01, 2010	Jan. 29, 2011
Current assets:
Cash and cash equivalents	$ 212,347	$ 223,509	$ 183,657
Restricted cash		2,222	2,258
Accounts receivable	21,269	16,260	16,121
Inventories	192,714	182,356	210,523
Prepaid expenses and other current assets	41,313	44,188	46,860
Deferred income taxes	12,649	29,811	18,282
Total current assets	480,292	498,346	477,701
Long-term assets:
Property and equipment, net	327,017	315,567	320,601
Deferred income taxes	53,485	56,320	51,931
Other assets	4,168	4,347	4,098
Total assets	864,962	874,580	854,331
Current liabilities:
Accounts payable	23,635	45,588	50,730
Income taxes payable	1,061	231	1,143
Accrued expenses and other current liabilities	82,424	80,868	78,523
Total current liabilities	107,120	126,687	130,396
Long-term liabilities:
Deferred rent liabilities	99,975	97,320	94,394
Other tax liabilities	15,370	15,610	15,184
Other long-term liabilities	6,896	5,029	6,630
Total liabilities	229,361	244,646	246,604
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value, 1,000 shares authorized, 0 shares issued and outstanding at April 30, 2011, January 29, 2011, and May 1, 2010
Common stock, $0.10 par value; 100,000 shares authorized; 26,009, 26,136 and 27,699 issued; 26,000, 26,136 and 27,699 outstanding	2,601	2,770	2,613
Additional paid-in capital	218,826	213,861	209,960
Treasury stock, at cost (9 shares)	(401)
Deferred compensation	401
Accumulated other comprehensive income	19,209	11,385	13,157
Retained earnings	394,965	401,918	381,997
Total stockholders' equity	635,601	629,934	607,727
Total liabilities and stockholders' equity	$ 864,962	$ 874,580	$ 854,331

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Apr. 30, 2011	Jan. 29, 2011	May 01, 2010
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	26,009,000	26,136,000	27,699,000
Common stock, shares outstanding	26,000,000	26,136,000	27,699,000
Treasury stock, shares	9,000

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

3 Months Ended

Apr. 30, 2011

May 01, 2010

Net sales

$ 430,806

$ 422,133

Cost of sales

247,159

242,429

Gross profit

183,647

179,704

Selling, general and administrative expenses

116,722

113,455

Asset impairment charge

398

930

Depreciation and amortization

17,751

17,625

Operating income

48,776

47,694

Interest (expense), net

(271)

(456)

Income from continuing operations before income taxes

48,505

47,238

Provision for income taxes

19,421

19,231

Income from continuing operations

29,084

28,007

(Loss) from discontinued operations, net of income taxes

(105)

Net income

$ 29,084

$ 27,902

Basic earnings (loss) per share amounts

Income from continuing operations (in dollars per share)

$ 1.11

^[1]

$ 1.02

^[1]

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

$ 0.00

^[1]

Net income (in dollars per share)

$ 1.11

^[1]

$ 1.01

^[1]

Basic weighted average common share outstanding (in shares)

26,120

27,583

Diluted earnings (loss) per share amounts

Income from continuing operations (in dollars per share)

$ 1.10

^[1]

$ 1.00

^[1]

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

$ 0.00

^[1]

Net income (in dollars per share)

$ 1.10

^[1]

$ 1.00

^[1]

Diluted weighted average common share outstanding (in shares)

26,387

27,930

[1]	Table may not add due to rounding

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 30, 2011	May 01, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 29,084	$ 27,902
Less (loss) from discontinued operations		(105)
Income from continuing operations	29,084	28,007
Reconciliation of income from continuing operations to net cash provided by operating activities of continuing operations:
Depreciation and amortization	17,751	17,625
Stock-based compensation	2,743	3,847
Excess tax benefits from stock-based compensation	(6,869)
Deferred taxes	2,536	11,723
Deferred rent expense and lease incentives	(3,525)	(4,088)
Other	1,146	1,075
Changes in operating assets and liabilities:
Inventories	19,106	25,240
Prepaid expenses and other assets	(4,378)	904
Accounts payable and other current liabilities	(22,795)	(14,630)
Income taxes payable, net of prepayments	13,865	453
Deferred rent and other liabilities	8,531	1,604
Total adjustments	28,111	43,753
Net cash provided by operating activities	57,195	71,760
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment purchases, lease acquisition and software costs	(24,535)	(23,914)
Release of restricted cash	2,351
Purchase of company-owned life insurance policies	(149)	(43)
Net cash used in investing activities	(22,333)	(23,957)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities	33,485	37,628
Repayments under revolving credit facilities	(33,485)	(37,628)
Exercise of stock options	2,433	5,391
Excess tax benefits from stock-based compensation	6,869
Purchase and retirement of common stock, including transaction costs	(19,308)
Net cash provided by (used in) financing activities	(10,006)	5,391
Effect of exchange rate changes on cash	3,834	1,935
Net increase in cash and cash equivalents	28,690	55,129
Cash and cash equivalents, beginning of period	183,657	168,380
Cash and cash equivalents, end of period	212,347	223,509
OTHER CASH FLOW INFORMATION:
Net cash paid during the period for income taxes	2,694	6,970
Cash paid during the period for interest	369	406
(Decrease) in accrued purchases of property and equipment	$ (1,055)	$ (3,896)

BASIS OF PRESENTATION

3 Months Ended

Apr. 30, 2011

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 April 30, 2011 and May 1, 2010, the results of its consolidated operations for the thirteen weeks ended April 30, 2011 and May 1, 2010, and its consolidated cash flows for the thirteen weeks ended April 30, 2011 and May 1, 2010. The consolidated financial position as of January 29, 2011 was derived from audited financial statements. Due to the seasonal nature of the Company’s business, the results of operations for the thirteen weeks ended April 30, 2011 and May 1, 2010 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 29, 2011.

Certain reclassifications have been made to prior period financial statements to conform with the current period presentation.

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

· First Quarter 2011 — The thirteen weeks ended April 30, 2011

· First Quarter 2010 — The thirteen weeks ended May 1, 2010

· 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 certain of the Company’s sales tax filings. During the third quarter of fiscal 2009, Revenue Quebec required the Company to guarantee the assessed amount in the form of a deposit into a restricted cash account. During the First Quarter 2011, the Company settled these outstanding sales tax issues at a net cost of approximately $0.3 million. Upon settlement, the restriction was removed. At January 29, 2011 and May 1, 2010 the U.S. dollar value of this deposit was $2.3 million and $2.2 million, respectively, and is shown on the accompanying consolidated balance sheet as restricted cash.

Stock-based Compensation

The Company generally grants deferred stock awards and performance awards to employees at management levels and above. The Company also grants deferred stock awards to our non-employee directors. The fair value of these awards is based on the average of the high and low selling price of our common stock on the grant date. Compensation expense is recognized ratably over the related service period reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.

Deferred stock awards generally vest ratably over three years except that deferred awards to non employee directors vest after one year.

Performance awards generally cliff vest after a three year period and have a performance criteria that must be achieved for the award to vest. Each award has a defined number of shares that an employee can earn (the “Target Shares”). Based on performance levels, the employee can earn up to 200% of their Target Shares.

Deferred Compensation Plan

The Company has a deferred compensation plan (the “Deferred Compensation Plan”), which is a nonqualified, unfunded plan, for eligible senior level employees. Under the plan, participants 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. During fiscal 2010, the Deferred Compensation Plan was amended to allow for cash deferrals made by members of the Board of Directors to be invested in shares of the Company’s common stock. Such elections are irrevocable and will be settled in shares of common stock. All other 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 (“COLIs”) and Company stock. The Deferred Compensation Plan liability, excluding Company stock, is included in other long-term liabilities and changes in the balance are recognized as compensation expense. The cash surrender value of the COLIs are included in other assets and related earnings and losses are recognized as investment income or loss, which is included in selling, general and administrative expenses. Company stock deferrals are included in the equity section of the Company’s consolidated balance sheet as treasury stock and as a deferred compensation liability. Deferred stock is recorded at fair market value at the time of deferral and any subsequent changes in fair market value are not recognized.

The Deferred Compensation Plan liability, excluding Company stock, was approximately $0.7 million, $0.5 million and $0.1 million at April 30, 2011, January 29, 2011 and May 1, 2010, respectively. The cash surrender value of the COLIs was approximately $0.7 million, $0.5 million and $0.1 million at April 30, 2011, January 29, 2011 and May 1, 2010, respectively. Company stock was $0.4 million at April 30, 2011. Prior to fiscal 2011, there was no Company stock in the Deferred Compensation Plan.

Discontinued Operations

Loss from discontinued operations consists primarily of professional fees and accrual adjustments related to the disposal of a business during fiscal 2008.

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.

Recently Issued Accounting Updates

In May 2011, the FASB issued an accounting standard update, “Fair Value Measurement”, which amends the “Fair Value Measurements and Disclosure” topic of the FASB ASC. This update provides amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. This standard will be effective for interim and annual periods beginning after December 15, 2011. The Company does not expect this adoption to have a material impact on its financial statements or related disclosures.

STOCKHOLDERS' EQUITY

3 Months Ended

Apr. 30, 2011

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

2. STOCKHOLDERS’ EQUITY

On August 18, 2010, the Company’s Board of Directors authorized a share repurchase program in the amount of $100.0 million (the “2010 Share Repurchase Program”) and on March 3, 2011 authorized another share repurchase program in the amount of $100.0 million (the “2011 Share Repurchase Program”). Under the programs, the Company may repurchase shares in the open market at current market prices at the time of purchase or in privately negotiated transactions. During the First Quarter 2011 the Company repurchased approximately 0.4 million shares for approximately $18.4 million, of which $10.1 million was for purchases under the 2010 Share Repurchase Program which closed out that Program and the other $8.3 million was for purchases under the 2011 Share Repurchase Program. Subsequent to April 30, 2011 and through June 1, 2011, the Company repurchased an additional 0.2 million shares for approximately $8.2 million. All shares repurchased under the programs have been retired. The timing and remaining number of shares repurchased under the 2011 Share Repurchase Program will depend on a variety of factors including price, corporate and regulatory requirements, and other business and market conditions. The Company may suspend or discontinue the program at any time, and may thereafter reinstitute purchases, all without prior announcement.

Additionally, under certain conditions, the Company withholds and retires shares of vesting stock awards in exchange for payments to satisfy the withholding tax requirements of certain recipients. The Company’s payment of the withholding taxes in exchange for the shares constitutes a purchase of its common stock. For the First Quarter 2011, the Company retired approximately 18,000 shares and made related withholding tax payments of approximately $0.8 million.

In accordance with the “Equity” topic of the FASB ASC, the par value of the shares retired is charged against common stock and the remaining purchase price is allocated between additional paid-in capital and retained earnings. The portion charged against additional paid-in capital is done using a pro rata allocation based on total shares outstanding. Related to all shares retired for the First Quarter 2011, approximately $16.1 million was charged to retained earnings.

STOCK-BASED COMPENSATION

3 Months Ended

Apr. 30, 2011

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

3. STOCK-BASED COMPENSATION

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

	Thirteen Weeks Ended
	April 30,		May 1,
	2011		2010
Deferred stock expense	$	1,985	$	2,068
Restricted stock expense	399		216
Performance award expense	359		1,541
Stock option expense	—		22
Total stock-based compensation expense (1)	$	2,743	$	3,847

(1) Approximately $0.4 million and $0.3 million were recorded in cost of goods sold for the First Quarter 2011 and the First Quarter 2010, respectively.

The Company recognized a tax benefit related to stock-based compensation expense of $1.1 million and $1.5 million for the First Quarter 2011 and the First Quarter 2010, respectively.

Awards Granted During the First Quarter 2011

As part of an amendment to the employment agreement of its Chief Executive Officer and President, on March 28, 2011 the Company granted 100,725 deferred stock awards, which vest as to 50%, 25% and 25% on the first, second and third anniversaries of the date of grant. In addition, the Company granted performance awards that provide for the issuance of 100,725 Target Shares if the Company meets its operating income target for fiscal 2011. The performance awards have a minimum threshold that would provide 50% of the Target Shares and a maximum target that would provide 200% of the Target Shares. Depending on the final operating income, the percentage earned can be 0%, or any percentage including and between 50% and 200%. Any earned performance awards cliff vest in April 2014.

On April 15, 2011, the Company granted 137,704 deferred stock awards to its employees, including new hire awards. The awards vest as to one-third on each of the first three anniversaries of the grant date. In addition, on April 15, 2011, the Company also granted performance awards to its employees that provide for the issuance of 108,176 Target Shares if the Company meets its operating income target for fiscal 2011. The performance awards have a minimum threshold that would provide 50% of the Target Shares and a maximum target that would provide 200% of the Target Shares. Depending on the final operating income, the percentage earned can be 0%, or any percentage including and between 50% and 200%. Any earned performance awards cliff vest in April 2014.

On January 30, 2011, the Company made its annual grant of deferred stock awards to the members of its Board of Directors. Total awards granted were 18,640 and vest after one year.

Changes in the Company’s Unvested Stock Awards During the First Quarter 2011

Deferred and Restricted Stock (“Deferred Awards”)

	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested Deferred Awards, beginning of period	356		$	36.91
Granted	257		50.67
Vested	(47	)	26.81
Forfeited	(22	)	38.74
Unvested Deferred Awards, end of period	544		$	44.21

Total unrecognized stock-based compensation expense related to unvested Deferred Awards approximated $19.9 million as of April 30, 2011, which will be recognized over a weighted average period of approximately 2.5 years.

Performance Awards

	Number of Performance Shares (1)		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested performance shares, beginning of period	151		$	25.16
Granted	209		51.22
Vested	(141	)	23.66
Forfeited	—		—
Unvested performance shares, end of period	219		$	51.00

(1) The number of unvested performance shares is based on employees earning their Target Shares at 100% if the related performance period has not yet concluded, or at actual Target Shares earned if the related performance period has concluded. If the maximum number of performance shares are earned, total unvested performance shares at the end of the period would be 428.

Based on the current number of performance shares expected to be earned, the total unrecognized stock-based compensation expense related to unvested performance shares approximated $10.8 million as of April 30, 2011, which will be recognized over a weighted average period of approximately 2.8 years.

Stock Options

	Number of Options		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested stock options, beginning of period	16		$	11.08
Granted	—		—
Vested	(6	)	8.20
Forfeited	—		—
Unvested stock options, end of period	10		$	12.81

There is no unrecognized stock-based compensation expense related to unvested stock options.

Outstanding Stock Options

Changes in the Company’s stock options for the First Quarter 2011 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 beginning of period	351		$	33.93	4.3	$	3,311
Granted	—		—		—	—
Exercised	(74	)	32.81		N/A	1,357
Forfeited	(6	)	39.13		N/A	87
Options outstanding at end of period	271		$	34.12	4.3	$	5,149
Options exercisable at end of period	261		$	34.32	4.2	$	4,908

NET INCOME PER COMMON SHARE

3 Months Ended

Apr. 30, 2011

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
	April 30,		May 1,
	2011		2010
Income from continuing operations	$	29,084	$	28,007
(Loss) from discontinued operations, net of taxes	—		(105		)
Net income	$	29,084	$	27,902

Basic weighted average common shares	26,120		27,583
Dilutive effect of stock awards	267		347
Diluted weighted average common shares	26,387		27,930
Antidilutive stock awards	141		256

Antidilutive stock awards (stock options, Deferred Awards and performance 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.

COMPREHENSIVE INCOME

3 Months Ended

Apr. 30, 2011

COMPREHENSIVE INCOME

COMPREHENSIVE INCOME

5. COMPREHENSIVE INCOME

The following table presents the Company’s comprehensive income (in thousands):

	Thirteen Weeks Ended
	April 30,		May 1,
	2011		2010
Net income	$	29,084	$	27,902
Foreign currency translation adjustment	6,052		3,824
Comprehensive income	$	35,136	$	31,726

- Definition

This label may include the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains and losses on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains and losses on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains and losses on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain or loss and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References+ Details

PROPERTY AND EQUIPMENT

3 Months Ended

Apr. 30, 2011

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

6. PROPERTY AND EQUIPMENT

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

	Asset	April 30,			January 29,			May 1,
	Life	2011			2011			2010
Property and equipment:
Land and land improvements	—	$	3,403		$	3,403		$	3,403
Building and improvements	20-25 yrs	34,370			34,360			30,451
Material handling equipment	10-15 yrs	50,689			50,011			31,243
Leasehold improvements	Lease life	405,613			398,991			385,302
Store fixtures and equipment	3-10 yrs	288,968			279,674			267,143
Capitalized software	5 yrs	73,251			71,993			67,418
Construction in progress	—	16,284			18,951			22,820
		872,578			857,383			807,780
Less accumulated depreciation and amortization		(545,561		)	(536,782		)	(492,213		)
Property and equipment, net		$	327,017		$	320,601		$	315,567

During the First Quarter 2011, the Company recorded $0.4 million of impairment charges primarily related to two underperforming stores. During the First Quarter 2010, the Company recorded $0.9 million of impairment charges primarily related to two underperforming stores.

As of April 30, 2011, January 29, 2011, and May 1, 2010, the Company had purchased approximately $3.6 million, $4.7 million and $3.6 million, respectively, in 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

3 Months Ended

Apr. 30, 2011

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 priority security interest in substantially all of the Company’s assets.

On August 18, 2010 and also on March 7, 2011, in connection with the approval of the Company’s share repurchase programs, 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:

	April 30, 2011			January 29, 2011			May 1, 2010

Credit facility maximum	$	200.0		$	200.0		$	200.0
Borrowing base	150.6			168.4			154.3

Outstanding borrowings	—			—			—
Letters of credit outstanding—merchandise	17.4			41.3			37.4
Letters of credit outstanding—standby	13.1			11.0			12.4
Utilization of credit facility at end of period	30.5			52.3			49.8

Availability	120.1			116.1			104.5

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

	First Quarter 2011		Fiscal 2010		First Quarter 2010
Average end of day loan balance during the period	—		—		—
Highest end of day loan balance during the period	—		0.1		—
Average interest rate	3.3	%	3.3	%	3.3	%

Letter of Credit Fees

Letter of credit fees, which are included in cost of sales, approximated $0.1 million in each of the First Quarter 2011 and the First Quarter 2010.

LEGAL AND REGULATORY MATTERS

3 Months Ended

Apr. 30, 2011

LEGAL AND REGULATORY MATTERS

LEGAL AND REGULATORY MATTERS

8. 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. On February 14, 2011, the parties reached an agreement in principle to settle the action pending execution of a formal settlement agreement. On April 29, 2011, the parties executed a settlement memorandum of understanding, which the parties submitted to the court on May 2, 2011. This claim has been tendered to our insurance carrier and we believe that the payment of the settlement will be covered by our insurance. As such, we do not expect that this litigation will have a material adverse effect on our financial position, results of operations and cash flows.

During the First Quarter 2011, 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 29, 2011.

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.

INCOME TAXES

3 Months Ended

Apr. 30, 2011

INCOME TAXES

INCOME TAXES

9. INCOME TAXES

The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statement and income tax basis of assets and liabilities. Deferred tax assets and liabilities are comprised largely of book tax differences relating to depreciation, rent expense, inventory and various accruals and reserves.

The Company’s effective tax rate from continuing operations in the First Quarter 2011 and the First Quarter 2010 was 40.0% and 40.7%, respectively.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. During each of the First Quarter 2011 and the First Quarter 2010, the Company recognized approximately $0.2 million of such interest expense.

The Company is subject to tax in the United States and in various states and foreign jurisdictions. The Company, joined by its domestic subsidiaries, files a consolidated income tax return for federal income tax purposes. During fiscal 2009, the Company completed the U.S. federal income tax audit for fiscal years 2006 and prior. With few exceptions, the Company is no longer subject to state and local income tax or non-U.S. income tax examinations by tax authorities for tax years before fiscal 2006.

Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs.

INTEREST INCOME (EXPENSE), NET

3 Months Ended

Apr. 30, 2011

INTEREST INCOME (EXPENSE), NET

INTEREST INCOME (EXPENSE), NET

10. INTEREST INCOME (EXPENSE), NET

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

	Thirteen Weeks Ended
	April 30,			May 1,
	2011			2010
Interest income	$	238		$	92
Tax-exempt interest income	5			4
Total interest income	243			96

Less:
Interest expense – credit facilities	63			71
Unused line fee	304			301
Amortization of deferred financing fees	145			145
Other fees	2			35
Total interest expense	514			552
Interest income (expense), net	$	(271	)	$	(456	)

SEGMENT INFORMATION

3 Months Ended

Apr. 30, 2011

SEGMENT INFORMATION

SEGMENT INFORMATION

11. 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 income from continuing operations 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 customer that accounts for more than 10% of its net sales. As of April 30, 2011, The Children’s Place U.S. operated 922 stores and The Children’s Place Canada operated 110 stores. As of May 1, 2010, The Children’s Place U.S. operated 866 stores and The Children’s Place Canada operated 96 stores.

The following tables provide segment level financial information for the First Quarter 2011 and the First Quarter 2010 (dollars in thousands):

	Thirteen Weeks Ended
	April 30,			May 1,
	2011			2010
Net sales:
The Children’s Place U.S.	$	380,508		$	373,413
The Children’s Place Canada	50,298			48,720
Total net sales	$	430,806		$	422,133

Operating income:
The Children’s Place U.S.	$	41,255		$	39,340
The Children’s Place Canada	7,521			8,354
Total operating income	$	48,776		$	47,694

Operating income as a percent of net sales:
The Children’s Place U.S.	10.8		%	10.5		%
The Children’s Place Canada	15.0		%	17.1		%
Total operating income	11.3		%	11.3		%

Depreciation and amortization:
The Children’s Place U.S.	$	15,704		$	15,785
The Children’s Place Canada	2,047			1,840
Total depreciation and amortization	$	17,751		$	17,625

Capital expenditures:
The Children’s Place U.S.	$	21,371		$	22,804
The Children’s Place Canada	3,164			1,110
Total capital expenditures	$	24,535		$	23,914

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

	April 30,		January 29,		May 1,
	2011		2011		2010
Total assets:
The Children’s Place U.S.	$	722,821	$	720,951	$	764,933
The Children’s Place Canada	142,141		133,380		109,647
Total assets	$	864,962	$	854,331	$	874,580

SUBSEQUENT EVENTS

3 Months Ended

Apr. 30, 2011

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

12. SUBSEQUENT EVENTS

Subsequent to April 30, 2011 and through June 1, 2011, the Company repurchased an additional 0.2 million shares for approximately $8.2 million, which brought the total under the 2011 Share Repurchase Program to approximately $16.5 million.

On May 9, 2011, the Company entered into a letter agreement with Eric Bauer that provides for the Company’s employment of Mr. Bauer on an at-will basis as the Company’s Chief Operating Officer. Mr. Bauer’s responsibilities will include supply chain, planning and allocation, store operations, finance, information technology and store development.

At the Annual Meeting of Stockholders of the Company held on May 20, 2011, the Company’s stockholders elected each of the Company’s three nominees for Class II directors for a three-year term expiring in 2014, ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2012, approved the Company’s 2011 Equity Incentive Plan, approved, on a non-binding basis, the compensation of the Company’s named executive officers as described in the Company’s Proxy Statement for the Annual Meeting (“Say on Pay”), and approved, on a non-binding basis, the Board of Director’s recommendation that Say on Pay votes be held on an annual basis.

Document and Entity Information	3 Months Ended
Document and Entity Information	Apr. 30, 2011	Jun. 01, 2011
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	Apr. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--01-28
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		25,855,003
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q1