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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended January 29, 2011

OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period from
 to .

Commission file number 0-14970

COST PLUS, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 94-1067973                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|200 4th Street Oakland, California                             |  | 94607                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants
telephone number, including area code (510) 893-7300

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



|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|Title of each class           |  | Name of each exchange on which registered
|Common Stock, $0.01 par value |  | The NASDAQ Stock Market LLC              
|                              |  | (NASDAQ Global Select)                   

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a small reporting company. See definitions of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Exchange Act.



|                                                                      |  |                             
|--------------------------------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                                            |  | Accelerated filer   ̈        
|Non-accelerated filer  x(Do not check if a smaller reporting company) |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ̈    No  x

The aggregate market value of voting stock held by non-affiliates of the registrant based upon the closing sale price of the common stock
on July 31, 2010, the last business day of the registrants most recently completed second fiscal quarter, was approximately $64.8 million as reported for such date on the Nasdaq Global Select Market. Shares of the registrants common
stock beneficially held by each executive officer and director have been excluded in that such persons are deemed to be affiliates. This determination of affiliate status is not necessarily conclusive determination for other purposes. As of
April 4, 2011, 22,148,688 shares of Common Stock, $.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants proxy statement for the Annual Meeting of Shareholders to be held in 2011 (Proxy
Statement) are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein, which Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal
year covered by this Annual Report on Form 10-K. Except with respect to information specifically incorporated herein by reference, the Proxy Statement is not deemed to be filed as part hereof.









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COST PLUS, INC.

TABLE OF CONTENTS

2010 FORM 10-K



|         |  |                                                                                                               |  |  |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|         |  | Page                                                                                                          | 
|PART I   |  |                                                                                                               |  | 
|Item 1.  |  | Business                                                                                                      |  |  | 1  | 
|Item 1A. |  | Risk Factors                                                                                                  |  |  | 5  | 
|Item 1B. |  | Unresolved Staff Comments                                                                                     |  |  | 12 | 
|Item 2.  |  | Properties                                                                                                    |  |  | 13 | 
|Item 3.  |  | Legal Proceedings                                                                                             |  |  | 13 | 
|Item 4.  |  | Removed and Reserved                                                                                          |  |  | 13 | 
|         |  |                                                                                                              
|PART II  |  |                                                                                                               |  |  |    | 
|Item 5.  |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |  |  | 15 | 
|Item 6.  |  | Selected Financial Data                                                                                       |  |  | 17 | 
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                          |  |  | 18 | 
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                    |  |  | 28 | 
|Item 8.  |  | Financial Statements and Supplementary Data                                                                   |  |  | 29 | 
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                          |  |  | 53 | 
|Item 9A. |  | Controls and Procedures                                                                                       |  |  | 53 | 
|Item 9B. |  | Other Information                                                                                             |  |  | 53 | 
|         | 
|PART III |  |                                                                                                               |  | 
|Item 10. |  | Directors, Executive Officers of the Registrant and Corporate Governance Matters                              |  |  | 54 | 
|Item 11. |  | Executive Compensation                                                                                        |  |  | 54 | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters                |  |  | 54 | 
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                     |  |  | 55 | 
|Item 14. |  | Principal Accounting Fees and Services                                                                        |  |  | 55 | 
|         | 
|PART IV  |  |                                                                                                               |  | 
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                    |  |  | 56 | 



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Forward-Looking Information

Some of the statements under the sections entitled Business, Managements Discussion and Analysis of Financial Condition and Results of Operations, and Risk
Factors, and elsewhere in this Annual Report on Form 10-K are forward-looking statements, which reflect Cost Plus, Inc.s current beliefs and estimates with respect to future events and the Companys future financial performance,
business, operations and competitive position. In some cases, you can identify forward-looking statements by terminology such as anticipates, appears, believes, continue, could,
estimates, expects, feels, goal, hope, intends, may, our future success depends, plans, potential, predicts,
projects, reasonably, seek to continue, should, thinks, will or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events
or results may differ materially. In addition, historical information should not be considered an indicator of future performance. Factors that could cause or contribute to these differences include, but are not limited to, the risks discussed in
Part I, Item 1A of this Form 10-K under the caption Risk Factors. These factors may cause our actual results to differ materially from any forward-looking statements.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot
guarantee future results, levels of activity, performance, or achievements. Moreover, the Company is under no duty to update any of the forward-looking statements after the date of this Form 10-K to conform these statements to actual results. These
forward-looking statements are made in reliance upon the safe harbor provision of The Private Securities Litigation Reform Act of 1995.

PART I



|ITEM 1. | BUSINESS
|------- | --------

The Company

Cost Plus, Inc. and its subsidiaries (Cost Plus World Market, or the Company) is a leading specialty retailer of
casual home furnishings and entertaining products in the United States. Cost Plus, Inc. was organized as a California corporation in November 1946 and opened its first retail store in 1958 in San Francisco, California. As of January 29, 2011,
the Company operated 263 stores under the names World Market, Cost Plus World Market, Cost Plus Imports and World Market Stores in 30 states. Cost Plus World Markets business strategy is to
differentiate itself by offering a large and ever-changing selection of unique products, many of which are imported, at value prices in an exciting shopping environment. Many of Cost Plus World Markets products are proprietary or private
label, often incorporating the Companys own designs, World Market brand name, quality standards and specifications and typically are not available at department stores or other specialty retailers.

The Companys stores are located predominantly in high traffic metropolitan, urban and suburban locales. During the fiscal year
ended January 29, 2011, the Company opened a total of two new stores; both are in the existing markets of San Antonio, Texas and Chicago, Illinois. In addition to opening two new stores in fiscal 2010, the Company also closed seven stores.
During the first quarter of fiscal 2011, the Company closed four underperforming stores that reached the end of their lease terms.

The Companys website address is www.worldmarket.com. The Company has made available through its Internet website, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, Definitive Proxy Statement and Section 16 filings and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange
Act), as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. This website address is intended to be an inactive, textual reference only. None of the material on this website is part of
this Annual Report on Form 10-K.



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Merchandising

Cost Plus World Markets merchandising strategy is to offer customers a broad selection of distinctive items related to the theme of casual home furnishing and entertaining.

Products. The Company believes its distinctive and unique merchandise and shopping environment differentiates it from other
retailers. Many of Cost Plus World Markets products are proprietary or private label. The World Market brand name or other brand names exclusive to the Company often incorporate the Companys own designs, and have quality
standards and specifications typically not available at department stores or other specialty retailers. In addition to strengthening the stores product offering, proprietary and private label goods typically offer higher gross margins and
stronger consumer values than branded goods. A significant portion of Cost Plus World Markets products are made abroad in over 50 countries and many of these goods are handcrafted by local artisans. The Companys product offering is
designed to provide solutions to customers casual living and home entertaining needs. The offerings include home decorating items such as furniture, rugs, pillows, bath linens, lamps, window coverings, frames, and baskets. Cost Plus World
Markets furniture products include ready-to-assemble living and dining room pieces, unusual handcrafted case goods and occasional pieces, as well as outdoor furniture made from a variety of materials such as rattan, hardwood and metal. The
Company also sells a number of tabletop and kitchen items including glassware, ceramics, textiles and cooking utensils. Kitchen products include an assortment of products organized around a variety of themes such as baking, food preparation,
barbecuing and international dining.

Cost Plus World Market offers a number of gift and decorative accessories, including
collectibles, candles, framed art, and holiday and other seasonal items. The Companys offering also includes a unique assortment of jewelry, fashion accessories and personal care items. Because many of the gift, jewelry and collectible items
come from around the world, they contribute to the exotic atmosphere of the stores. The Companys business is highly seasonal, reflecting the general pattern associated with the retail industry of peak sales and earnings during the fourth
quarter holiday season (the Holiday season).

Cost Plus World Market also offers its customers a wide selection of
gourmet foods and beverages, including wine, microbrewed and imported beer, coffee, tea and bottled water. The wine assortment offers a number of moderately priced premium wines, including a variety of well recognized labels, as well as wines not
readily available at neighborhood wine or grocery stores that have been privately bottled and imported from around the world. State regulations may limit or restrict the Companys ability to sell alcoholic beverages. Consumable products,
particularly beverages, generally have lower margins compared to the Companys average. Gourmet foods include packaged products from around the world, seasonal items that relate to traditional holidays and customs, private label
products and goods exclusive to the Company. Packaged snacks, candy and pasta are often displayed in open barrels and crates. Food items typically have a shelf life of six months or longer.

The Company accounts for its operations as one operating segment. The Company classifies its sales into the home furnishings and
consumables product lines. Sales in each category as a percentage of total net sales for the prior three fiscal years were as follows:



|                 |  |                   |    |   |                 |  |    |                 |  |  |    |  
|---------------- |  | ----------------- | -- | - | --------------- |  | -- | --------------- |  |  | -- | -
|                 |  | Fiscal Year Ended |   
|                 |  | January 29,2011   |    |   | January 30,2010 |  |    | January 31,2009 | 
|Home Furnishings |  |                   | 60 | % |                 |  | 59 | %               |  |  | 61 | %
|Consumables      |  |                   | 40 | % |                 |  | 41 | %               |  |  | 39 | %

The Company replaces or
updates many of the items in its merchandise assortment on a regular basis in order to encourage repeat shopping and to promote a sense of discovery. The Company typically marks down retail prices of items that do not meet its turnover expectations.



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Format and Presentation. The Companys stores are designed to evoke the feeling
of a world marketplace through colorful and creative visual displays and merchandise presentations, including goods in open barrels and crates, groupings of related products in distinct shops within the store and in-store
activities such as food and coffee tastings and wine tasting in some states. The Company believes that its world marketplace effect provides customers with a fun shopping experience and encourages browsing throughout the store.

The average selling space of a Cost Plus World Market store is approximately 15,700 square feet, which allows flexibility for
merchandise displays, product adjacencies and directed traffic patterns. Complementary products are positioned in proximity to one another and cross merchandising themes are used in merchandise displays to tie different product offerings together.
The floor plan allows the customer to see virtually all of the different product areas in a Cost Plus World Market store from the store center where each quadrant, with bulk displays and end caps highlighting everyday value priced items, lead the
customer into different product areas. The Company has a seasonal shop, usually located in the heart of the store, which features seasonal products and themes, such as the holiday shop, harvest and outdoor. Store signage, including permanent as well
as promotional signs, is developed by the Companys in-house graphic design department. End caps, bulk stacks and free standing displays are changed frequently. Approximately 2,900 square feet of back office and stock space are included in the
total square footage at a store, which averages about 18,600 square feet per store.

The Cost Plus World Market store format
is also designed to reinforce the Companys value image through exposed ceilings, concrete floors, simple wooden fixtures and open or bulk presentations of merchandise. The Company displays most of its inventory on the selling floor and makes
effective use of vertical space, such as a display of chairs arranged on a wall and rugs hanging vertically from fixtures.

The Company believes that its customers usually visit a Cost Plus World Market store as a destination with a specific purchase in mind.
The Company makes use of frequent receipts of products, seasonal themes and products, and consumable products to encourage frequent return visits by its customers. The Company also believes that once in the store, its customers often spend
additional time shopping and browsing, which results in customers purchasing more items than they originally intended.

Pricing. Cost Plus World Market offers quality products at competitive prices. The Company complements its everyday low price
strategy with selected product promotions and opportunistic buys, enabling the Company to pass on additional savings to the customer. The Company routinely shops a variety of retailers to ensure that its products are competitively priced.

Planning and Buying. Cost Plus World Market effectively manages a large number of products by utilizing centralized
merchandise planning, tracking and replenishment systems. The Company regularly monitors merchandise activity at the item level through its management information systems to identify and respond to product trends. The Company maintains its own
central buying staff that are responsible for establishing the assortment of inventory within its merchandise classifications each season, including integrating current trends or themes identified by the Company into its different product
categories. The Company attempts to moderate the risk associated with merchandise purchasing by testing selected new products in a limited number of stores. The Companys long-standing relationships with overseas suppliers, its international
buying agency network and its knowledge of the import process facilitate the planning and buying process. The buyers work closely with suppliers to develop unique products that will meet customers expectations for quality and value.

Marketing and Advertising

The Companys marketing program leverages an integrated, multimedia approach to engage the customer and drive traffic. During fiscal 2010, the Company successfully drove acquisition and retention
with traditional and new media vehicles that showcased the brand, product assortment and promotional activities. The Company continues to test and expand its marketing programs, utilizing a myriad of tools including electronic media, public
relations, partnerships and social media.



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In fiscal 2010, the Company continued its efforts with the World Market Explorer customer
loyalty program, tripling its size from the prior year. This program allows the Company to recognize and reward its best customers. Key program elements are designed to increase shopping frequency, increase average ticket size and engage customers
with the brand.

The Companys website, www.worldmarket.com, supports its multi-channel retail philosophy. Through
the site, the Company offers customers a rich online shopping experience, a robust pre-shopping tool with detailed product information and another branded customer channel.

Product Sourcing and Distribution

The Company purchases most of its
inventory centrally, which allows the Company to take advantage of volume purchase discounts and improve controls over inventory and product mix. The Company purchases its merchandise from approximately 2,000 suppliers; the largest of which
represented approximately 4% of total purchases in the fiscal year ended January 29, 2011. A significant portion of Cost Plus World Markets products are manufactured abroad in over 50 countries in Europe, North and South America, Asia,
Africa and Australia. The Company has established a well developed overseas sourcing network and enjoys long standing relationships with many of its vendors. As is customary in the industry, the Company does not have long-term contracts with its
suppliers. The Companys buyers often work with suppliers to produce unique products exclusive to Cost Plus World Market. The Company believes that, although there could be delays in changing suppliers, alternate sources of merchandise for core
product categories are available at comparable prices. Cost Plus World Market typically purchases overseas products on either a free-on-board or ex-works basis, and the Companys insurance on such goods commences at the time it takes ownership.
The Company also purchases a number of domestic products, especially in the gourmet food and beverage area. Due to state regulations, wine and beer are purchased from local distributors, with purchasing primarily directed by the corporate buying
office.

The Company currently services its stores from its distribution centers located in Stockton, California and Windsor,
Virginia. Domestically sourced merchandise is usually delivered to the distribution centers by common carrier or by Company trucks.

Information Systems

Each of the Companys stores is linked to the Cost Plus World Market headquarters in Oakland, California through an IBM 4690
Point-of-Sale (POS) system and a Multiprotocol Label Switching (MPLS) data network that interfaces with an IBM AS/400 computer. The Companys information systems keep records, which are updated daily, of every
merchandise item sold in each store, as well as financial, sales and inventory information. The POS system also has scanning, price look-up and on-line credit/debit card approval capabilities, all of which improve transaction accuracy, speed
checkout time and increase overall store efficiency. The Company continually upgrades its in-store information systems to improve information flow to store management and enhance other in-store administration capabilities. In fiscal 2009, a new
customer loyalty system, World Market Explorer, was developed and implemented to drive shopping frequency and increase sales among customers who already shop at the store. In fiscal 2010, a new returns management system was implemented to minimize
fraudulent returns and improve speed of service at the POS.

Purchasing operations are facilitated by the use of merchandise
information systems that allow the Company to analyze product sell-through and assist the buyers in making merchandise decisions. The Companys Central Replenishment system includes stock keeping unit (SKU) and store-specific
model stock logic that enables the Company to maintain adequate stock levels on basic goods in each location. The Company previously implemented an Assortment Planning application to improve SKU level planning and management.

The Company uses several other information systems to manage and control its operations and finances. These information systems are
designed to ensure the integrity of the Companys inventory, support pricing decisions, process payroll, pay bills, control cash, maintain fixed assets and track promotions throughout all of



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the Companys stores. The Companys Warehouse Management system enables its distribution centers to receive, locate, pick and ship inventory to stores. The Company previously
implemented a distribution center labor management system to improve distribution center labor planning, tracking and reporting.

Additional systems enable the Company to produce the periodic financial reports necessary for developing budgets and monitoring individual store and consolidated Company performance.

Competition

The markets
served by Cost Plus World Market are highly competitive. The Company competes against a diverse group of retailers ranging from specialty stores to department stores and discounters. The Companys product offerings compete with such retailers
as Bed Bath & Beyond, Target, Crate & Barrel, Pottery Barn, Michaels Stores, Pier 1 Imports, Trader Joes and Williams-Sonoma. Most specialty retailers tend to have higher prices and a narrower assortment of products and
department stores typically have higher prices than Cost Plus World Market for similar merchandise. Discounters may have lower prices than Cost Plus World Market, but the product assortment is generally more limited. The Company competes with these
and other retailers for customers principally on the basis of price, assortment of products, brand name recognition, suitable retail locations and qualified management personnel.

Employees

As of January 29, 2011, the Company had 1,951 full-time and
3,971 part-time employees. Of these, 5,277 were employed in the Companys stores and 645 were employed in the distribution centers and corporate office. The Company regularly supplements its work force with temporary staff, especially in
the fourth fiscal quarter of each year to service increased customer traffic during the peak Holiday season. Employees in 11 stores in Northern California are covered by a collective bargaining agreement that expires on May 31, 2012. The
Company believes that it enjoys good relationships with its employees.

Trademarks

The Company regards its trademarks and service marks as having significant value and as being important to its marketing efforts. The
Company has registered its Asian Passage, Cab-u-lous, Castello Del Lago, Cost Plus, Cost Plus World Market, Crossroads, Electric Reindeer, Marche du Monde with
logo, Marche du Monde, Market Classics, Mercado Del Mundo, One World. One Store, Soiree, The Big Sipper, There with logo, World Market, World
Market Explorer, World Market Pairings and Zinfatuation marks with the United States Patent and Trademark Office on the Principal register. The Company has pending applications to register its World Grill,
and Pomona marks with the United States Patent and Trademark Office. In Canada, the Company has registered its Cost Plus, Cost Plus World Market and World Market marks. In the European Union, the
Company has registered its World Market logo mark. The Companys policy is to pursue prompt and broad registration of its marks and to vigorously oppose infringement of its marks.

Geographic Information

During the last three years, substantially all of our revenue was generated within the United States, and a majority of our long-lived
assets were located within the United States.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

The
following information describes certain significant risks and uncertainties inherent in our business. You should carefully consider these risks and uncertainties, together with the other information contained in this Annual Report on Form 10-K and
in the Companys other public filings. If any of such risks and uncertainties



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materialize, the Companys business, financial condition or operating results could differ materially from the plans, projections and other forward-looking statements included in the section
titled Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report and in the Companys other public filings. In addition, if any of the following risks and uncertainties,
or if any other disclosed risks and uncertainties, actually occurs, the Companys business, financial condition or operating results could be harmed substantially, which could cause the market price of our stock to decline, perhaps
significantly.

We have a history of negative cash flows and losses in recent years.

Prior to recognizing net income in fiscal 2010, we recognized net losses in each annual period since fiscal 2006. As of January 29,
2011, we had an accumulated deficit of $94.6 million. For fiscal 2009 and fiscal 2008, we did not generate positive cash flows from operating activities. There can be no assurance that our business will be profitable or will generate sufficient cash
to fund operations in the future or that additional losses and negative cash flows from operations will not be incurred, which could have a material adverse affect on our financial condition. We are dependent upon our asset-based credit facility to
fund operations and seasonal inventory purchases throughout the year. Access to our asset-based credit facility is dependent upon meeting our debt covenants and not exceeding the borrowing limit of the asset-based credit facility. There can be no
assurance that we will achieve or sustain positive cash flows from operations or profitability. If we are unable to maintain adequate liquidity, future operations may need to be scaled back or discontinued.

The recent deterioration of the global economic environment and its impact on consumer confidence and spending could adversely impact the
Companys results of operations.

The global economic environment has deteriorated substantially during the past few
years. The declining values in real estate, reduced lending by banks, solvency concerns of major financial institutions, increases in unemployment levels and recent significant declines and volatility in the global financial markets have negatively
impacted the level of consumer spending for discretionary items. Although we have experienced a slight improvement in the overall economy over the last 12 months, if the economy deteriorates or slides back into a recession, there may be a negative
impact on the Companys financial results.

We have significant indebtedness.

We have significant debt and may incur substantial additional debt in the future. A significant portion of our future cash flow from
operating activities is likely to remain dedicated to the payment of interest and the repayment of principal on our indebtedness. There is no guarantee that we will be able to meet our debt service obligations. If we are unable to generate
sufficient cash flow or obtain funds for required payments, or if we fail to comply with our debt covenants, we would be in default and the lenders would have the right to accelerate full payment of the loans. In such event, we might not have
sufficient cash resources to repay the lenders and we might not be able to refinance our debt on terms acceptable to us, or at all. Our indebtedness could limit our ability to obtain additional financing for working capital, capital expenditures,
debt service requirements, acquisitions or other purposes in the future, as needed; to plan for, or react to, changes in our business and competition; and to react in the event of an economic downturn.

Our lender has liens on substantially all of our assets and could foreclose in the event that we default under our credit facility.

Under the terms of our asset-based credit facility, our lender has a first priority lien on substantially all of our assets, including our
cash and inventory balances. If we default under the asset-based credit facility, our lender would be entitled to, among other things, foreclose on our assets in order to satisfy our obligations under the credit facility.



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If we are unable to positively differentiate ourselves from other retailers, our results of operations
could be adversely affected.

The retail business is highly competitive. In the past we have been able to compete
successfully by differentiating our shopping experience by creating an attractive value proposition through a careful combination of price, merchandise assortment, convenience, guest service and marketing efforts. We compete against a diverse group
of retailers ranging from specialty stores to department stores and discounters. Our product offerings compete with such retailers as Bed Bath & Beyond, Target, Crate & Barrel, Pottery Barn, Michaels Stores, Pier 1 Imports, Trader
Joes and Williams-Sonoma. We compete with these and other retailers for customers, suitable retail locations and qualified management personnel. Some of our competitors have greater resources, more customers, and greater brand recognition.
They may secure better terms from vendors, adopt more aggressive pricing, and devote more resources to technology, distribution, and marketing. Competitive pressures or other factors could cause us to lose market share, which may require us to lower
prices, increase marketing and advertising expenditures, or increase the use of discounting or promotional campaigns, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability.

Our business is highly seasonal, and our operating results fluctuate significantly from quarter to quarter.

Our business is highly seasonal, reflecting the general pattern associated with the retail industry of peak sales and earnings during the
Holiday season. Due to the importance of the Holiday selling season, the fourth quarter of each fiscal year has historically contributed, and we expect will continue to contribute, a large percentage of our net sales and much of our net income, if
any, for the entire fiscal year. Any factors that have a negative effect on our business during the Holiday selling season in any year, including unfavorable economic conditions, would materially and adversely affect our financial condition and
results of operations. We generally experience lower sales and earnings during the first three quarters and, as is typical in the retail industry, may incur losses in these quarters. The results of our operations for these interim periods are not
necessarily indicative of the results for our full fiscal year.

We also must make decisions regarding merchandise well in
advance of the season in which it will be sold. If the demand for our merchandise is significantly different than we have projected, it could harm our business and operating results, either as a result of lost sales due to insufficient inventory or
lower gross margin due to the need to mark down excess inventory.

Our quarterly operating results may also fluctuate based on
the factors set forth in this Risk Factors section, as well as such factors as:



| |  |  | delays in the flow of merchandise to our stores;
| | - |  | ------------------------------------------------



| |  |  | the amount of sales contributed by new and existing stores;
| | - |  | -----------------------------------------------------------



| |  |  | the mix of products sold;
| | - |  | -------------------------



| |  |  | the timing and level of markdowns;
| | - |  | ----------------------------------



| |  |  | store closings or relocations;
| | - |  | ------------------------------



| |  |  | competitive factors;
| | - |  | --------------------



| |  |  | changes in our operating expenses;
| | - |  | ----------------------------------



| |  |  | changes in fuel and other shipping costs;
| | - |  | -----------------------------------------



| |  |  | general economic conditions;
| | - |  | ----------------------------



| |  |  | foreign exchange rates;
| | - |  | -----------------------



| |  |  | labor market fluctuations;
| | - |  | --------------------------



| |  |  | the impact of terrorist activities;
| | - |  | -----------------------------------



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| |  |  | our ability to acquire merchandise and manage inventory levels;
| | - |  | ---------------------------------------------------------------



| |  |  | our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers demands;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in accounting rules and regulations; and
| | - |  | ------------------------------------------------



| |  |  | unseasonable weather conditions.
| | - |  | --------------------------------

These fluctuations may also cause a decline in the market price of our common stock.

Our
success depends to a significant extent upon the overall level of consumer spending.

As a retail business our success
depends to a significant extent upon the overall level of consumer spending. Among the factors that affect consumer spending are the general state of the economy, credit and financial markets, employment and salary levels, the level of consumer
debt, prevailing interest rates and consumer confidence in future economic conditions. A substantial number of our stores are located in the western United States, especially in California. Lower levels of consumer spending in this region could have
a material adverse affect on our financial condition and results of operations. Reduced consumer confidence and spending may result in reduced demand for our merchandise, may limit our ability to increase prices and may require us to incur higher
selling and promotional expenses, which in turn would harm our business and operating results.

If we fail to protect the security of
personal information about our customers, we could be subject to costly government and industry enforcement actions or private litigation and our reputation could suffer.

The nature of our business involves the receipt and storage of personal information about our customers. If we experience a data security breach, or are perceived as violating regulations relating to
personal information and privacy, we could be exposed to government and industry enforcement actions and private litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause
them to discontinue usage of our credit card products, or stop shopping at our stores altogether. Such events could lead to lost future sales and adversely affect our results of operations. We are currently involved in litigation regarding our use
of personal information (zip codes), the disposition of which is not expected to have a material effect on our financial position or results of operations. Please refer to the risk factor below entitled Lawsuits and other claims against our
Company may adversely affect our operating results.

The occurrence or the threat of international conflicts or terrorist activities
could harm our business and result in business interruptions.

A significant portion of the merchandise that we sell is
purchased in other countries and must be shipped to the United States, transported from the port of entry to our distribution centers in California or Virginia and distributed to our stores from the distribution centers. The precise timing and
coordination of these activities is crucial to our business. The occurrence or threat of international conflicts or terrorist activities and the responses to those developments, for example, the temporary shutdown of a port that we use, could have a
significant impact upon our business, our personnel and facilities, our customers and suppliers, the retail and financial markets and general economic conditions.

Our business and operating results are sensitive to changes in energy and transportation costs.

We incur significant costs for the transportation of goods from foreign ports to our distribution centers and stores and for utility services in our stores, distribution centers and corporate offices. We
continually negotiate pricing for certain transportation contracts and, in a period of volatile fuel costs such as we have recently experienced, we expect that our vendors for these services will increase their rates to compensate for any possible
increases in energy costs. We may not be able to pass a portion of these increased costs on to our customers and remain competitively priced.



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Our operating results will be harmed if we are unable to meet our gross margin and comparable store sales
expectations.

Our results depend, in part, on our ability to continue to improve our gross margin and improve sales at our
existing stores. Our comparable store sales, which are defined as sales by stores that have completed 14 full fiscal months of sales, fluctuate from year to year. In fiscal 2010, comparable store sales increased by 7.2% from fiscal 2009 and fiscal
2009 sales decreased by 7.1% from fiscal 2008. Various factors affect both gross margin and comparable store sales, including:



| |  |  | the general retail sales environment,
| | - |  | -------------------------------------



| |  |  | our ability to source and distribute products efficiently,
| | - |  | ----------------------------------------------------------



| |  |  | changes in our merchandise mix,
| | - |  | -------------------------------



| |  |  | competition,
| | - |  | ------------



| |  |  | current economic conditions,
| | - |  | ----------------------------



| |  |  | the timing of release of new merchandise and promotional events,
| | - |  | ----------------------------------------------------------------



| |  |  | the success of marketing programs, and
| | - |  | --------------------------------------



| |  |  | weather conditions.
| | - |  | -------------------

These factors and others may cause our gross margin and comparable store sales to differ significantly from prior periods and from expectations. If we fail to meet the gross margin and comparable store
sales expectations of investors and security analysts in one or more future periods, the price of our common stock could decline.

The
Companys success depends, in part, on its ability to operate in desirable locations at reasonable rental rates and to close underperforming stores at or before the conclusion of their lease terms.

The profitability of the business is dependent on operating the current store base at a reasonable profit, opening and operating new
stores at a reasonable profit, and identifying and closing underperforming stores. For a majority of the Companys current store base, a large portion of a stores operating expense is the cost associated with leasing the location.
Management actively monitors individual store performance and attempts to negotiate rent reductions to ensure stores can remain profitable or have the ability to rebound to a profitable state. Current locations may not continue to be desirable as
demographics change, and the Company may choose to close an underperforming store before its lease expires and incur lease termination costs associated with that closing. The Company cannot give assurance that opening new stores or an increase in
closings will result in greater profits.

We face a number of risks because we import much of our merchandise.

We import a significant amount of our merchandise from over 50 countries and numerous suppliers. We have no long-term contracts with our
suppliers but instead rely on long-term relationships that we have established with many of these suppliers. Our future success will depend to a significant extent on our ability to maintain our relationships with our suppliers or to develop new
ones. As an importer, our business is subject to the risks generally associated with doing business abroad such as the following:



| |  |  | foreign governmental regulations,
| | - |  | ---------------------------------



| |  |  | economic disruptions,
| | - |  | ---------------------



| |  |  | delays in shipments,
| | - |  | --------------------



| |  |  | freight cost increases,
| | - |  | -----------------------



| |  |  | changes in weather or natural disasters,
| | - |  | ----------------------------------------



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| |  |  | changes in political or economic conditions in countries from which we purchase products, and
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | the effect of trade regulation by the United States, including quotas, duties and taxes and other charges or restrictions on imported merchandise.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------

If these factors or others made the conduct of business in particular countries undesirable or impractical
or if additional quotas, duties taxes or other charges or restrictions were imposed by the United States on the importation of our products, our business and operating results would be harmed.

Interruption of the supply chain and/or ability to obtain products from suppliers.

The products we sell are procured from a wide variety of domestic and foreign suppliers and are distributed to our stores through
distribution facilities in Stockton, California and Windsor, Virginia, as well as direct store delivery. Any significant interruption in our ability to source the products and the efficiency of distributing such products to our stores would harm our
business and operating results.

We may not be able to forecast customer preferences accurately in our merchandise selections.

Our success depends in part on our ability to anticipate the tastes of our customers and to provide merchandise that
appeals to their preferences. Our strategy requires our merchandising staff to introduce products from around the world that meet current customer preferences and that are affordable, distinctive in quality and design and that are not widely
available from other retailers. Many of our products require long order lead times. In addition, a large percentage of our merchandise changes regularly. Our failure to anticipate, identify or react appropriately to changes in consumer trends could
cause excess inventories and higher markdowns or a shortage of products and could harm our business and operating results.

Failure to
successfully manage and execute the Companys marketing initiatives could have a negative impact on the business.

The
success and growth of the Company is partially dependent on generating customer traffic in order to gain sales momentum in its stores. Successful marketing efforts require the ability to reach customers through their desired mode of communication
utilizing various media outlets. Some media placement decisions are generally made months in advance of the scheduled release date although new electronic and online media tools provide for some short-term flexibility. The Companys inability
to accurately predict its consumers preferences, to utilize the desired mode of communication, or to ensure availability of advertised products may negatively impact the business and operating results.

We rely on various key management personnel to ensure our success.

Our success will continue to depend on our key management personnel. The loss of the services of one or more of these executive officers or other key employees could harm our business and operating
results. We do not maintain any key man life insurance policies.

Our common stock may be subject to substantial price and volume
fluctuations.

The market price of our common stock is affected by factors such as fluctuations in our operating results, a
downturn in the retail industry, changes in interest rates, changes in financial estimates by us or securities analysts and recommendations by securities analysts regarding our Company, other retail companies or the retail industry in general,
general market and economic conditions, as well as other factors set forth in this Risk Factors section. In addition, the stock market can experience price and volume fluctuations that are unrelated to the operating performance of particular
companies.



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Impact of natural disasters.

The occurrence of one or more natural disasters, including earthquakes (particularly in California where our Stockton distribution center is located and approximately 29% of our sales were generated in
fiscal 2010) could result in the disruption in the supply of our products and distribution of products to our stores, damage to and the temporary closure of one or more stores and interruption in our labor staffing. These, and other potential
outcomes of a natural disaster, could materially and adversely affect our results of operations.

We may be subject to significant
liability should the consumption of any of our products cause injury, illness or death.

Our business is subject to product
recalls in the event of contamination, product tampering, mislabeling or damage to our products. We cannot assure you that product-liability claims will not be asserted against us or that we will not be obligated to recall our products in the
future. A product-liability judgment against us or a product recall could have a material adverse effect on our business, financial condition or results of operations.

Our business is subject to risks associated with fluctuations in the values of foreign currencies against the United States dollar.

We have significant purchase obligations with suppliers outside of the United States. During both fiscal 2010 and fiscal 2009,
approximately 3.8% of these purchases were settled in currencies other than the United States dollar. Fluctuations in the rates of exchange between the dollar and other currencies could harm our operating results. We have not hedged our currency
risk in the past and do not currently anticipate doing so in the future.

Provisions in our charter documents could prevent or delay a
change in control of our Company and may reduce the market price of our common stock.

Certain provisions of our articles
of incorporation and bylaws may have the effect of making it more difficult for a third party to acquire, or may discourage a third party from attempting to acquire, control of the Company. Such provisions could limit the price that certain
investors might be willing to pay in the future for shares of our common stock. Certain of these provisions allow us to issue preferred stock without any vote or further action by the shareholders. In addition, the right to cumulate votes in the
election of directors has been eliminated. These provisions may make it more difficult for shareholders to take certain corporate actions and could have the effect of delaying or preventing a change in control of the Company.

Lawsuits and other claims against our Company may adversely affect our operating results.

We are involved in litigation, claims and assessments incidental to our business, the disposition of which is not expected to have a
material effect on our financial position or results of operations. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions related to these
matters. While outcomes of such actions vary, any claims or regulatory actions initiated by or against us, whether successful or not, could result in expensive costs of defense, costly damage awards, injunctive relief, increased costs of business,
fines or orders to change certain business practices, significant dedication of management time, diversion of significant operational resources, or otherwise harm our business. The Companys policy is to accrue our best estimate of the probable
cost for the resolution of claims. When appropriate, such estimates are developed in consultation with outside counsel handling the matters and are based upon a combination of litigation and settlement strategies. To the extent additional
information arises or our strategies change, it is possible that our best estimate of our probable liability may change.



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##### Table of Contents

Changes to estimates related to the Companys property and equipment, or operating results that are
lower than its current estimates at certain store locations, may cause the Company to incur impairment charges on certain long-lived assets.

The Company makes certain estimates and projections with regards to individual store operations in connection with its impairment analyses for long-lived assets. An impairment charge is required when the
carrying value of the asset exceeds the estimated fair value or undiscounted future cash flows of the asset. The projection of future cash flows used in this analysis requires the use of judgment and a number of estimates and projections of future
operating results. If actual results differ from the Companys estimates, additional charges for asset impairments may be required in the future. If impairment charges are significant, the Companys results of operations could be adversely
affected.

If we fail to maintain an effective system of internal control, we may not be able to accurately report our financial results.
As a result, current and potential shareholders could lose confidence in our financial reporting, which could harm our business and the market price of our stock.

Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that
needs to be re-evaluated frequently. Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Our management does not expect that our internal control over financial reporting will prevent or detect all
errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected. Effective internal control is
necessary for us to provide reliable financial reports. Failure on our part to have effective internal financial and accounting controls could cause our financial reporting to be unreliable, could have a material adverse effect on our business,
operating results, and financial condition, and could adversely affect the trading price of our common stock.

Changes in our effective
income tax rate could affect our results of operations.

Our effective income tax rate is influenced by a number of
factors. Changes in the tax laws, the interpretation of existing laws, the ability to apply our federal net operating loss carry forward against future taxable income or our failure to sustain our reporting positions on examination could adversely
affect our effective tax rate. Further, our effective tax rate in a given financial statement period may be materially impacted by changes in the mix and level of earnings or by changes to existing accounting rules or regulations and could have a
material adverse effect on our results of operations.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



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##### Table of Contents

|ITEM 2. | PROPERTIES
|------- | ----------

As of
April 5, 2011, the Company operated 259 stores in 30 states. The average selling space of a Cost Plus World Market store was approximately 15,700 square feet. The total average square footage of a Cost Plus World Market store was approximately
18,600 square feet, including a back stock room and office space. The table below summarizes the distribution of stores by state:



|                     |  |  |    |   |  |           |  |  |    |  |  |                |  |  |    |  |  |                |  |  |    | 
|-------------------- |  |  | -- | - |  | --------- |  |  | -- |  |  | -------------- |  |  | -- |  |  | -------------- |  |  | -- | 
|Alabama              |  |  | 5  |   |  | Idaho     |  |  | 2  |  |  | Michigan       |  |  | 5  |  |  | South Carolina |  |  | 8  | 
|Arizona              |  |  | 15 |   |  | Illinois  |  |  | 12 |  |  | Missouri       |  |  | 5  |  |  | South Dakota   |  |  | 1  | 
|California           |  |  | 69 |   |  | Indiana   |  |  | 1  |  |  | Montana        |  |  | 2  |  |  | Tennessee      |  |  | 5  | 
|(Northern California |  |  | 30 | ) |  | Iowa      |  |  | 1  |  |  | Nevada         |  |  | 5  |  |  | Texas          |  |  | 30 | 
|(Southern California |  |  | 39 | ) |  | Kansas    |  |  | 2  |  |  | New Mexico     |  |  | 3  |  |  | Utah           |  |  | 2  | 
|Colorado             |  |  | 7  |   |  | Kentucky  |  |  | 1  |  |  | North Carolina |  |  | 10 |  |  | Virginia       |  |  | 9  | 
|Florida              |  |  | 13 |   |  | Louisiana |  |  | 6  |  |  | Ohio           |  |  | 9  |  |  | Washington     |  |  | 11 | 
|Georgia              |  |  | 6  |   |  | Maryland  |  |  | 2  |  |  | Oregon         |  |  | 7  |  |  | Wisconsin      |  |  | 5  | 

The Company leases
land and buildings for 254 stores (of which 10 are capital leases) and leases land and owns the buildings for five stores. The Company currently leases its executive headquarters in Oakland, California pursuant to a lease that expires in October
2013 and includes an option to renew for an additional five year term.

The Company currently leases a distribution center of
approximately 1,000,000 square feet in Stockton, California on 55 acres of land. The distribution center has two separate but adjacent facilities, one of which is used primarily for furniture distribution and the other is primarily used for general
merchandise distribution. The California distribution center is the Companys primary distribution center for its stores in the western United States. The Company owned the property prior to leasing it. The initial term of the building lease
expires April 30, 2026. The Company has two options to renew for five year terms each and one option to renew for a term of four years. Additionally, the Company has one time termination rights to terminate the leases on April 30,
2016 and July 31, 2017, respectively. The Company accounted for the sale and leaseback of the properties as financings whereby the net book value of the assets and the lease obligations remain on the Companys consolidated balance sheet.

The Company currently leases a distribution center of approximately 1,000,000 square feet in Windsor, Virginia on 82 acres of
land. The Company owned the property prior to leasing it. The initial term of the lease expires December 21, 2026. The Company has the option to renew for four consecutive terms of five years each. Additionally, the Company has a one time
termination right to terminate the lease on December 31, 2016. The Company accounted for the sale and leaseback of the property as a financing whereby the net book value of the asset and the lease obligations remain on the Companys
consolidated balance sheet.

The Company believes its current distribution facilities are adequate to meet its needs and will
be able to accommodate future store growth.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

The
Company is not a party to any pending legal proceeding other than claims and litigation that arise in the ordinary course of business. Based on currently available information, management does not believe that the ultimate outcome of any unresolved
matters, individually or in the aggregate, is likely to have a material adverse effect on the Companys financial position or results of operations. However, litigation is subject to inherent uncertainties, and managements view of these
matters may change in the future. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Companys financial position and results of operations for the period in which the unfavorable outcome
occurs, which may extend into future periods.



|ITEM 4. | REMOVED AND RESERVED
|------- | --------------------



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##### Table of Contents

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company and their respective ages as of April 5, 2011 are as follows:



|                  |  |     |    |  |          |                                                                   
|----------------- |  | --- | -- |  | -------- | ------------------------------------------------------------------
|Name              |  | Age |    |  | Position
|Barry J. Feld     |  |     | 54 |  |          | Chief Executive Officer, President and Director                   
|Jane L. Baughman  |  |     | 44 |  |          | Executive Vice President, Chief Financial Officer and Secretary   
|Jeffrey A. Turner |  |     | 48 |  |          | Executive Vice President, Operations and Chief Information Officer

Mr. Feld was appointed Chief Executive Officer and President of Cost Plus, Inc. in October 2005. From August 1999 until October 2005, Mr. Feld was President, Chief Executive
Officer and Chairman of the Board of Directors of PCA International, Inc., the largest North American operator of portrait studios focused on serving the discount retail market. From November 1998 to June 1999, Mr. Feld was President
and Chief Operating Officer of Vista Eyecare, Inc., a specialty eyecare retailer. He joined Vista Eyecare as a result of its acquisition of New West Eyeworks, Inc., where he had been serving as President and a director since May 1991 and as
Chief Executive Officer and a Director since February 1994. From 1987 to May 1991, Mr. Feld was with Frame-n-Lens Optical, Inc., where he served as its president prior to joining New West. Prior to that, he served in various senior
management positions at Pearle Health Services for 10 years and, for a number of years, he served as an acquisition and turnaround specialist for optical retail groups acquired by Pearle. PCA International filed for protection under Chapter 11
of the federal Bankruptcy Code in August 2006. Mr. Feld also serves on the Santa Clara University Advisory Board.

Ms. Baughman is the Executive Vice President and Chief Financial Officer for Cost Plus, Inc. She is responsible for all of the
Companys financial activities including: Finance, Accounting, Treasury, Risk Management, Tax and Real Estate, and has more than 19 years of retail experience. Ms. Baughman joined Cost Plus in February 1996 as Manager of Merchandise
Planning and has been promoted into positions of increasing responsibility including: Director of Financial Planning & Analysis, VP of Finance, Treasurer, and SVP Financial Operations prior to her appointment as EVP and Chief Financial
Officer in September 2007. Ms. Baughman has also served as the Companys Corporate Secretary since August 2001. Prior to joining the Company, Ms. Baughman served in various financial positions for The Nature Company and The Gap, Inc.,
and worked in investment banking as a financial analyst for Dillon Read & Co., Inc.

Mr. Turner joined the
Company in September 2007 as Senior Vice President and Chief Information Officer. Effective March 2010, Mr. Turner was promoted to the position of Executive Vice President of Operations and Chief Information Officer. As EVP of Operations
and Chief Information Officer, Mr. Turner is responsible for store operations, international logistics and customs, distribution, domestic transportation, and information technology. Mr. Turner has more than 26 years of information
technology experience, as well as 19 years of retail experience. Prior to joining the Company, Mr. Turner served as Senior Vice President and Chief Information Officer for Restoration Hardware from June 2004 to September
2007. Mr. Turner also held senior level information technology positions at Levi Strauss & Co. and Gap Inc. from 1991 to 2004. He served as the Vice President, Global and North America Development at Levi Strauss & Co.
from August 2001 to February 2004, and he served from September 1991 to July 2001 in a variety of roles at Gap Inc. culminating in the position of Vice President, Global Store Technology. Mr. Turner began his career in management consulting
with Arthur Andersen in July 1984.

There are no family relationships among any of our directors or executive officers.

In fiscal 2010, the Board of Directors of the Company reviewed the officers of the Company who were classified as
executive officers pursuant to the rules and regulations of the Securities and Exchange Commission and determined that currently only three such officers met such rules and regulations: Mr. Feld, Ms. Baughman and
Mr. Turner.



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##### Table of Contents

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Market Information

The
Companys common stock is currently traded on the Nasdaq Global Select Market under the symbol CPWM. The following table sets forth the high and low closing sales prices, for the periods indicated, as reported by the Nasdaq Global
Select Market.

Fiscal Year Ended January 29, 2011



|               |  |             |       |  |     |  |       | 
|-------------- |  | ----------- | ----- |  | --- |  | ----- | 
|               |  | Price Range |      
|               |  | High        |       |  | Low | 
|First Quarter  |  |             | $5.64 |  |     |  | $1.13 | 
|Second Quarter |  |             | 5.74  |  |     |  | 3.01  | 
|Third Quarter  |  |             | 5.28  |  |     |  | 3.05  | 
|Fourth Quarter |  |             | 12.46 |  |     |  | 5.10  | 

Fiscal Year Ended January 30,
2010



|               |  |             |       |  |     |  |       | 
|-------------- |  | ----------- | ----- |  | --- |  | ----- | 
|               |  | Price Range |      
|               |  | High        |       |  | Low | 
|First Quarter  |  |             | $2.03 |  |     |  | $0.55 | 
|Second Quarter |  |             | 2.03  |  |     |  | 1.29  | 
|Third Quarter  |  |             | 2.95  |  |     |  | 1.61  | 
|Fourth Quarter |  |             | 2.10  |  |     |  | 0.98  | 

As of March 24,
2011, the Company had 44 shareholders of record, excluding shareholders whose stock is held by brokers and other institutions on behalf of the shareholders. The Company estimated it had approximately 4,700 beneficial shareholders as of that date.

Dividend Policy

As of January 29, 2011, the Company has paid no cash dividends on its common stock, and the Company has no current intentions to do so. Certain provisions of the Companys loan agreements
restrict the ability of the Company to pay dividends.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company has a stock repurchase program authorized by its Board of Directors to repurchase up to 1,074,500 shares of
its common stock. No shares have been repurchased under the program since fiscal 2004. The program does not require the Company to repurchase any common stock and may be discontinued at any time.

Securities Authorized for Issuance Under Equity Compensation Plans

Information regarding the securities authorized for issuance under the Companys equity compensation plans is incorporated by reference from our proxy statement to be filed for our 2011 Annual
Meeting of Shareholders. See Item 12 of this Annual Report on Form 10-K.



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##### Table of Contents

PERFORMANCE GRAPH

The following graph shows a comparison of cumulative total return for our common stock, the Nasdaq Composite Index and the Nasdaq Retail
Trade Index from January 31, 2006 through the fiscal year ended January 29, 2011. In preparing the graph it was assumed that: (i) $100 was invested on January 31, 2006 in our common stock at $19.55 per share (adjusted for stock
splits), the Nasdaq Composite Index and the Nasdaq Retail Trade Index; and (ii) all dividends were reinvested.

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended or the
Exchange Act that might incorporate future filings, in whole or in part, the following performance graph shall neither be incorporated by reference into any such filings nor be incorporated by reference into any future filings, except to the extent
we specifically incorporate this information by reference.

LOGO



| | * | $100 invested on 1/31/06 in stock or index, including reinvestment of dividends. Fiscal year ending January 31.
| | - | ---------------------------------------------------------------------------------------------------------------



|                    |  |      |        |  |      |  |        |      |  |  |        |  |  |      |       |  |      |  |        |  |  |  |        | 
|------------------- |  | ---- | ------ |  | ---- |  | ------ | ---- |  |  | ------ |  |  | ---- | ----- |  | ---- |  | ------ |  |  |  | ------ | 
|                    |  | 1/06 |        |  | 1/07 |  |        | 1/08 |  |  | 1/09   |  |  | 1/10 |       |  | 1/11 | 
|Cost Plus, Inc.     |  |      | 100.00 |  |      |  | 52.69  |      |  |  | 20.46  |  |  |      | 4.91  |  |      |  | 6.14   |  |  |  | 43.48  | 
|NASDAQ Composite    |  |      | 100.00 |  |      |  | 109.00 |      |  |  | 107.45 |  |  |      | 66.46 |  |      |  | 97.13  |  |  |  | 123.13 | 
|NASDAQ Retail Trade |  |      | 100.00 |  |      |  | 103.41 |      |  |  | 111.20 |  |  |      | 75.42 |  |      |  | 127.28 |  |  |  | 168.13 | 



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##### Table of Contents

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

Five Year Summary of Selected Financial Data1



|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|------------------------------------------------------------------- | ---- | ------------ | ------- | ---- |  | - | ------- | -- |  | ---- | -------- | -- | ---- | - | ------- | -- |  | - | ------- | --
|(In thousands, except per share amounts andselected operating data) |      | Fiscal Year2 |        
|                                                                    | 2010 |              |         | 2009 |  |   | 2008    |    |  | 2007 |          |    | 2006 |  
|Statement of Operations Data:                                       |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Net sales                                                           |      | $            | 916,564 |      |  | $ | 867,045 |    |  | $    | 948,653  |    |      | $ | 949,838 |    |  | $ | 962,315 |   
|Cost of sales and occupancy                                         |      |              | 625,619 |      |  |   | 637,851 |    |  |      | 702,205  |    |      |   | 678,972 |    |  |   | 679,714 |   
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Gross profit                                                        |      |              | 290,945 |      |  |   | 229,194 |    |  |      | 246,448  |    |      |   | 270,866 |    |  |   | 282,601 |   
|Selling, general and administrative expenses                        |      |              | 270,853 |      |  |   | 270,852 |    |  |      | 313,679  |    |      |   | 303,161 |    |  |   | 293,333 |   
|Store closure costs                                                 |      |              | 3,173   |      |  |   | 5,799   |    |  |      |         |    |      |   |        |    |  |   |        |   
|Store preopening expenses                                           |      |              | 254     |      |  |   | 238     |    |  |      | 2,985    |    |      |   | 3,270   |    |  |   | 5,303   |   
|Impairment of goodwill                                              |      |              |        |      |  |   |        |    |  |      |         |    |      |   |        |    |  |   | 4,178   |   
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Income (loss) from continuing operations, before interest and taxes |      |              | 16,665  |      |  |   | (47,695 | )  |  |      | (70,216  | )  |      |   | (35,565 | )  |  |   | (20,213 | ) 
|Net interest expense                                                |      |              | 11,115  |      |  |   | 11,206  |    |  |      | 12,840   |    |      |   | 11,613  |    |  |   | 7,126   |   
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Income (loss) from continuing operations before income taxes        |      |              | 5,550   |      |  |   | (58,901 | )  |  |      | (83,056  | )  |      |   | (47,178 | )  |  |   | (27,339 | ) 
|Income tax (benefit) expense                                        |      |              | 876     |      |  |   | (12,738 | )  |  |      | 758      |    |      |   | 34      |    |  |   | (10,687 | ) 
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Net income (loss) from continuing operations                        |      |              | 4,674   |      |  |   | (46,163 | )  |  |      | (83,814  | )  |      |   | (47,212 | )  |  |   | (16,652 | ) 
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Loss from discontinued operations, net of income tax                |      |              | (1,816  | )    |  |   | (17,156 | )  |  |      | (18,854  | )  |      |   | (8,288  | )  |  |   | (5,884  | ) 
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Net income (loss)                                                   |      | $            | 2,858   |      |  | $ | (63,319 | )  |  | $    | (102,668 | )  |      | $ | (55,500 | )  |  | $ | (22,536 | ) 
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Net income (loss) per share from continuing operations:             |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Basic                                                               |      | $            | 0.21    |      |  | $ | (2.09   | )  |  | $    | (3.80    | )  |      | $ | (2.14   | )  |  | $ | (0.75   | ) 
|Diluted                                                             |      | $            | 0.21    |      |  | $ | (2.09   | )  |  | $    | (3.80    | )  |      | $ | (2.14   | )  |  | $ | (0.75   | ) 
|Net loss per share from discontinued operations:                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Basic                                                               |      | $            | (0.08   | )    |  | $ | (0.78   | )  |  | $    | (0.85    | )  |      | $ | (0.37   | )  |  | $ | (0.27   | ) 
|Diluted                                                             |      | $            | (0.08   | )    |  | $ | (0.78   | )  |  | $    | (0.85    | )  |      | $ | (0.37   | )  |  | $ | (0.27   | ) 
|Net income (loss) per share:                                        |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Basic                                                               |      | $            | 0.13    |      |  | $ | (2.87   | )  |  | $    | (4.65    | )  |      | $ | (2.51   | )  |  | $ | (1.02   | ) 
|Diluted                                                             |      | $            | 0.13    |      |  | $ | (2.87   | )  |  | $    | (4.65    | )  |      | $ | (2.51   | )  |  | $ | (1.02   | ) 
|Weighted-average shares outstandingbasic                           |      |              | 22,087  |      |  |   | 22,087  |    |  |      | 22,087   |    |      |   | 22,086  |    |  |   | 22,068  |   
|Weighted-average shares outstandingdiluted                         |      |              | 22,621  |      |  |   | 22,087  |    |  |      | 22,087   |    |      |   | 22,086  |    |  |   | 22,068  |   
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Selected Operating Data:                                            |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Percent of net sales:                                               |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Gross profit                                                        |      |              | 31.7    | %    |  |   | 26.4    | %  |  |      | 26.0     | %  |      |   | 28.5    | %  |  |   | 29.4    | % 
|Selling, general and administrative expenses                        |      |              | 29.6    | %    |  |   | 31.2    | %  |  |      | 33.1     | %  |      |   | 31.9    | %  |  |   | 30.5    | % 
|Income (loss) from continuing operations, before interest and taxes |      |              | 1.8     | %    |  |   | (5.5    | )% |  |      | (7.4     | )% |      |   | (3.7    | )% |  |   | (2.1    | )%
|Number of stores:                                                   |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Opened during period                                                |      |              | 2       |      |  |   | 2       |    |  |      | 15       |    |      |   | 15      |    |  |   | 24      |   
|Closed during period                                                |      |              | 7       |      |  |   | 30      |    |  |      | 17       |    |      |   | 4       |    |  |   | 4       |   
|Open at end of period                                               |      |              | 263     |      |  |   | 268     |    |  |      | 296      |    |      |   | 298     |    |  |   | 287     |   
|Average sales per selling square foot3                              |      | $            | 218     |      |  | $ | 201     |    |  | $    | 222      |    |      | $ | 223     |    |  | $ | 237     |   
|Comparable store sales increase
(decrease)4                         |      |              | 7.2     | %    |  |   | (7.1    | )% |  |      | (2.6     | )% |      |   | (5.4    | )% |  |   | (3.3    | )%
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Balance Sheet Data (at period end):                                 |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   
|Working capital                                                     |      | $            | 69,978  |      |  | $ | 101,097 |    |  | $    | 128,773  |    |      | $ | 161,129 |    |  | $ | 198,749 |   
|Total assets                                                        |      |              | 348,649 |      |  |   | 380,432 |    |  |      | 444,992  |    |      |   | 553,747 |    |  |   | 569,546 |   
|Long-term debt and long-term capital lease obligations              |      |              | 117,876 |      |  |   | 119,665 |    |  |      | 120,721  |    |      |   | 122,769 |    |  |   | 121,567 |   
|Total shareholders equity                                          |      |              | 78,365  |      |  |   | 74,043  |    |  |      | 136,209  |    |      |   | 237,519 |    |  |   | 291,459 |   
|Current ratio                                                       |      |              | 1.55    |      |  |   | 1.91    |    |  |      | 2.11     |    |      |   | 2.03    |    |  |   | 2.73    |   
|Debt to equity ratio                                                |      |              | 185.1   | %    |  |   | 229.5   | %  |  |      | 118.4    | %  |      |   | 60.2    | %  |  |   | 42.4    | % 
|                                                                    |      |              |         |      |  |   |         |    |  |      |          |    |      |   |         |    |  |   |         |   



| | 1. | The consolidated statements of operations for the fiscal years 2009, 2008, 2007 and 2006 have been revised to present certain components as discontinued operations (see
Note 3 of Notes to Consolidated Financial Statements). Unless otherwise indicated, information presented in the Notes to the Consolidated Financial Statements relates only to the Companys continuing operations.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | The Companys fiscal year end is the Saturday closest to the end of January. Fiscal 2006 was 53 weeks; all other fiscal years presented consisted of 52 weeks.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Calculated using net sales for stores open during the entire period divided by the selling square feet of such stores.
| | -- | ----------------------------------------------------------------------------------------------------------------------

| | 4. | A store is included in comparable store sales the first day of the fiscal month beginning with the fourteenth full fiscal month of sales. Comparable store sales for
fiscal 2006 were measured on a 53-week basis. In all other years presented, comparable store sales were measured on a 52-week basis.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|------- | ------------------------------------------------------------------------------------

Forward-Looking Information

The following discussion and analysis of
results of operations, financial condition, liquidity and capital resources should be read in conjunction with the accompanying audited consolidated financial statements and notes thereto that are included elsewhere in this Annual Report on Form
10-K. The fiscal years ended January 29, 2011 (fiscal 2010), January 30, 2010 (fiscal 2009) and January 31, 2009 (fiscal 2008) all included 52 weeks. The consolidated statements of operations for periods ended fiscal 2009, fiscal
2008, fiscal 2007 and fiscal 2006 have been revised to present certain components as discontinued operations (see Note 3 of the Notes to the Consolidated Financial Statements). Unless otherwise indicated, information presented in the notes to the
financial statements relates only to the Companys continuing operations.

The discussion in this Annual Report on Form
10-K contains both historical information and forward-looking statements. A number of factors affect our operating results and could cause our actual future results to differ materially from any forward-looking results discussed below. In some
cases, you can identify forward-looking statements by terminology such as anticipates, appears, believes, continue, could, estimates, expects, feels,
goal, hope, intends, may, our future success depends, plans, potential, predicts, projects, reasonably, seek to
continue, should, thinks, will or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In addition, historical
information should not be considered an indicator of future performance. Factors that could cause or contribute to these differences include, but are not limited to, the risks discussed in Part I, Item 1A of this Form 10-K under the caption
Risk Factors. These factors may cause our actual results to differ materially from any forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements. Moreover, we are under no duty to update any of the forward-looking statements after the date of this Form 10-K to conform these statements to actual results. These forward-looking statements are
made in reliance upon the safe harbor provision of The Private Securities Litigation Reform Act of 1995.

Overview

Cost Plus, Inc. is a leading specialty retailer of casual home furnishings and entertaining products. As of January 29, 2011, the
Company operated 263 stores in 30 states. The stores feature an ever-changing selection of casual home furnishings, housewares, gifts, decorative accessories, gourmet foods and beverages offered at competitive prices and imported from more than 50
countries. Many items are unique and exclusive to Cost Plus World Market. The value, breadth and continual refreshment of products invites customers to come back throughout a lifetime of changing home furnishings and entertaining needs.

Net sales for fiscal 2010 increased 5.7% to $916.6 million from $867.0 million for fiscal 2009, while comparable store sales for fiscal
2010 increased 7.2% compared to a 7.1% decrease in fiscal 2009. Net income in fiscal 2010 was $2.9 million, or $0.13 per diluted share, versus a net loss in fiscal 2009 of $63.3 million, or $2.87 per diluted share. This was a pivotal year for the
Company as it returned to profitability for the first time since fiscal 2005, one year ahead of its financial plan. The return to profitability was achieved through strong sales and margin performance combined with the controlling of expenses
throughout the year.

The Company ended the year with $25.4 million in borrowings (including the $10.0 million term loan) and
$10.8 million in letters of credit outstanding under its asset-based credit facility compared to $48.5 million in borrowings and $12.9 million in letters of credit last year. During the fourth quarter of fiscal 2010, the Company executed an
agreement that amended its existing $200.0 million asset-based credit facility which was due to expire on June 25, 2012. The new agreement has a term of five years and allows for borrowings and letters of



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credit under a secured asset-based credit facility of up to $190.0 million as well as a $10.0 million term loan that was drawn on the effective date. The structure of the new facility allows for
increased borrowing capacity with similar financial covenants and includes three options to increase the size of the asset-based credit facility by up to $50.0 million in the aggregate.

The Company opened two new stores and closed seven stores during fiscal 2010 to end the year with 263 stores. During the first
quarter of fiscal 2011, the Company closed four underperforming stores that reached the end of their lease terms.

Fiscal 2010 Compared to
Fiscal 2009

Net SalesNet sales consist almost entirely of retail sales, but also include direct-to-consumer sales
and shipping revenue. Net sales increased $49.5 million, or 5.7%, to $916.6 million in fiscal 2010 from $867.0 million in fiscal 2009. The increase in net sales was attributable to a 7.2% increase in comparable store sales compared to a 7.1%
decrease in fiscal 2009. Customer count for fiscal 2010 increased 7.7% and the average ticket decreased 0.4%. As of January 29, 2011, the calculation of comparable store sales included a base of 262 stores. A store is included as comparable at
the beginning of the fourteenth full fiscal month of sales. As of January 29, 2011, the Company operated 263 stores compared to 268 stores as of January 30, 2010.

The Company classifies its sales into home furnishings and consumables product lines. Home furnishings were 60% of sales in fiscal 2010
compared to 59% in fiscal 2009 and consumables were 40% of sales in fiscal 2010 compared to 41% in fiscal 2009. The Company has grown its private label business, particularly in consumables, to compliment the branded gourmet food and wine products
and to increase our customers shopping frequency. During fiscal 2010, there was a modest shift in sales mix back towards the home categories which is part of the Companys ongoing strategy. The Company expects the current sales mix
experienced in fiscal 2010, in particular with non-furniture home categories, to remain relatively constant for the next 12 months.

Cost of Sales and OccupancyCost of sales and occupancy, which consists of the cost of inventory sold during the period, costs to acquire merchandise inventory, costs of freight and distribution,
as well as certain facility costs, decreased $12.2 million, or 1.9%, to $625.6 million in fiscal 2010 compared to $637.9 million in fiscal 2009. As a percentage of net sales, total cost of sales and occupancy decreased 530 basis points to 68.3% in
fiscal 2010 from 73.6% in fiscal 2009. Cost of sales for fiscal 2010 decreased 380 basis points based on the strong performance in non-furniture home categories as well as significantly lower markdowns and higher initial markups across most
categories of the business compared with the same period a year ago. Occupancy as a percentage of net sales for fiscal 2010 decreased 150 basis points as a result of lower costs and the leveraging of the costs on higher comparable store sales.

Selling, General and Administrative (SG&A) ExpensesSG&A expenses remained flat at $270.9
million for both fiscal 2010 and fiscal 2009. As a percentage of net sales, SG&A expenses for fiscal 2010 decreased 160 basis points to 29.6% in 2010 from 31.2% in fiscal 2009. Included in SG&A for fiscal 2010 is $5.5 million of expense
related to the estimated annual bonus payout under the fiscal 2010 Management Incentive Plan. There was no Management Incentive Plan bonus for fiscal 2009.

Store Closure CostsCosts related to closing the stores classified within continuing operations totaled $3.2 million for fiscal 2010 compared to $5.8 million for fiscal 2009. The company closed
five stores classified as continuing operations in fiscal 2010 compared to eight stores in fiscal 2009. The store closure costs for fiscal 2010 and fiscal 2009 primarily consist of lease exit costs which are recorded at the time the store is closed
as well as other costs related to closing the stores such as relocating and terminating employees.

Store Preopening
Expenses Store preopening expenses, which include rent expense incurred prior to opening as well as grand opening advertising and preopening merchandise setup expenses, were $0.3 million in



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fiscal 2010 compared to $0.2 million in fiscal 2009. The Company opened two stores in both fiscal 2010 and fiscal 2009. Per store average preopening expense remained relatively flat in fiscal
2010 compared to fiscal 2009. Store preopening expenses vary depending on the amount of time between the possession date and the store opening, the particular store site and whether it is located in a new or existing market.

Net Interest ExpenseNet interest expense, which includes interest on capital leases and debt, net of interest earned on
investments, was $11.1 million in fiscal 2010 compared to $11.2 million in fiscal 2009. Included in net interest expense is interest related to the distribution center lease obligations of $8.3 million and $8.2 million for fiscal 2010 and fiscal
2009, respectively.

Income Taxes The Companys effective tax rate for fiscal 2010 was 23.1%, compared to a
benefit of 16.7% in fiscal 2009. The rate increase is primarily due to the Companys pre-tax book income and corresponding increase in state tax expense. For fiscal 2010, the Company reserved against all remaining net deferred tax assets. For
more information, see Note 9 to our consolidated financial statements. For fiscal 2011, the Company expects that the effective tax rate will be consistent with the fiscal 2010 effective tax rate.

Fiscal 2009 Compared to Fiscal 2008

Net SalesNet sales decreased $81.6 million, or 8.6%, to $867.0 million in fiscal 2009 from $948.7 million in fiscal 2008. The decrease in net sales was attributable to a decrease in comparable
store sales and net sales related to the eight store closures included in continuing operations. Comparable store sales decreased 7.1% compared to a decrease of 2.6% in fiscal 2008 due primarily to a lower average ticket and a relatively flat
customer count. As of January 30, 2010, the calculation of comparable store sales included a base of 266 stores. As of January 30, 2010, the Company operated 268 stores compared to 296 stores as of January 31, 2009.

Home furnishings were 59% of sales in fiscal 2009 compared to 61% in fiscal 2008 and consumables were 41% of sales in fiscal 2009
compared to 39% in fiscal 2008. During fiscal 2009, the Company continued to maximize its consumables business which helped to offset lower sales in some of the higher price home categories, primarily furniture, thereby affecting the overall sales
mix between home and consumables.

Cost of Sales and OccupancyCost of sales and occupancy decreased $64.4 million, or
9.2%, to $637.9 million in fiscal 2009 compared to $702.2 million in fiscal 2008. As a percentage of net sales, total cost of sales and occupancy decreased 40 basis points to 73.6% in fiscal 2009 from 74.0% in fiscal 2008. Cost of sales for fiscal
2009 decreased 130 basis points primarily due to the $9.0 million charge in fiscal 2008 related to the permanent write-down of selected inventory to current retail value. Excluding the impact of this charge, cost of sales for fiscal 2009 decreased
40 basis points. Reductions in the cost of merchandise throughout the year were offset by promotional activity required to compete with aggressive discounting among other specialty retailers, particularly in the furniture category. Additionally,
sales in consumables which have a lower margin rate continued to outperform home furnishings putting pressure on the overall margin rate. Occupancy as a percentage of net sales for the year increased 90 basis points as a result of the deleveraging
of the costs on lower comparable store sales.

Selling, General and Administrative (SG&A) ExpensesSG&A expenses decreased $42.8 million, or 13.7%, to $270.9 million in fiscal 2009 compared to $313.7 million in fiscal 2008. As a percentage of net sales, SG&A expenses for fiscal 2009 decreased 190 basis points to 31.2% in fiscal 2009
from 33.1% in fiscal 2008. The decrease in SG&A expenses for fiscal 2009 was the result of the Companys cost-cutting initiatives, including store closures, which resulted in lower payroll, advertising and other controllable expenses.
Another contributing factor was a decrease in the non-cash impairment charge taken in fiscal 2009 of $1.1 million to write-down property and equipment at the stores that closed in fiscal 2010 as well as other underperforming stores that are not
planned to close, compared with the non-cash impairment charge of $1.9 million taken in fiscal 2008. Additionally, fiscal 2008 results include $2.8 million in costs incurred related to the Pier 1 Imports Inc. offer to acquire the Company.



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Store Closure CostsCosts related to closing the eight stores closed in fiscal 2009
classified within continuing operations totaled $5.8 million for fiscal 2009. There were no store closure costs in fiscal 2008 relating to closed stores that were classified within continuing operations.

Store Preopening Expenses Store preopening expenses were $0.2 million in fiscal 2009 compared to $3.0 million in fiscal 2008. The
Company opened two stores in fiscal 2009 compared to 15 stores in fiscal 2008. Per store average preopening expense decreased in fiscal 2009 due to lower average occupancy costs incurred prior to the store opening date.

Net Interest Expense Net interest expense was $11.2 million in fiscal 2009 compared to $12.8 million in fiscal 2008. Included in
net interest expense is interest related to the distribution center lease obligations of $8.2 million and $8.3 million for fiscal 2009 and fiscal 2008, respectively. The decrease in net interest expense was primarily due to both a lower
weighted-average interest rate and lower borrowings on the Companys asset-based credit facility.

Income Taxes
The Companys effective income tax rate for fiscal 2009 was a benefit of 16.7%, compared to a provision of 0.7% in fiscal 2008. The Company recorded a receivable of $13.0 million in the fourth quarter of fiscal 2009 for a carryback claim
resulting from the Worker, Homeownership and Business Assistance Act of 2009 which was signed into law on November 6, 2009, and allowed taxpayers to elect to carryback net operating losses for additional periods. The Companys effective
tax rate for fiscal 2009 reduced for the refund benefit was 0.3%. For fiscal 2009, the Company reserved against all remaining net deferred tax assets. For more information, see Note 9 to our consolidated financial statements.

Liquidity and Capital Resources

The Companys cash and cash equivalents balance at the end of fiscal 2010 was $2.7 million compared to $2.6 million at the end of fiscal 2009. The Companys primary uses for cash are to provide
working capital for operations, to service our obligations, to pay interest and principal on debt, and to fund capital expenditures. Historically, the Company has financed its operations primarily from cash generated from operations and seasonal
borrowings under an asset-based credit facility.

Prior to recognizing net income in fiscal 2010, we recognized net losses in
each annual period since fiscal 2006. As of January 29, 2011, we had an accumulated deficit of $94.6 million. For fiscal 2009 and fiscal 2008, we did not generate positive cash flows from operating activities. There can be no assurance that our
business will be profitable or will generate sufficient cash to fund operations in the future or that additional losses and negative cash flows from operations will not be incurred, which could have a material adverse affect on our financial
condition. We are dependent upon our asset-based credit facility to fund operations and seasonal inventory purchases throughout the year. Access to our asset-based credit facility is dependent upon meeting our debt covenants and not exceeding the
borrowing limit of the asset-based credit facility. There can be no assurance that we will achieve or sustain positive cash flows from operations or profitability. If we are unable to maintain adequate liquidity, future operations may need to be
scaled back or discontinued. However, based on our current business plan and revenue projections, we believe that our existing cash balance, our anticipated cash flows from operations and our available asset-based credit facility will be sufficient
to meet our working capital and operating resource expenditure requirements for the next 12 months.

Cash Flows From
Operating Activities Net cash provided by operating activities was $31.6 million for fiscal 2010 versus cash used in operating activities of $5.3 million in fiscal 2009. The increase in net cash provided by operations was primarily due to
recognizing net income of $2.9 million in fiscal 2010 versus a net loss of $63.3 million in fiscal 2009 and the receipt of a $13.0 million tax refund in the first quarter of fiscal 2010. The increase was partially offset by a moderate increase in
inventory levels during the year compared to a large decrease the previous year.



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Net cash used in operating activities was $5.3 million for fiscal 2009 versus $2.9 million
in fiscal 2008. The increase in net cash used by operations was primarily due to an increase in income taxes receivable compared to a decrease in the prior year, a $9.0 million charge to permanently write-down selected inventory to current retail
value in fiscal 2008, as well a smaller change in accounts payable year over year. The increase in net cash used by operations was largely reduced by a lower net loss in fiscal 2009.

Cash Flows From Investing Activities Net cash used in investing activities was $4.3 million in fiscal 2010, an increase of $0.8
million from fiscal 2009. In fiscal 2010, there was a minor increase in spending related to information systems, visual merchandise and store projects compared to fiscal 2009.

Net cash used in investing activities was $3.5 million in fiscal 2009, a decrease of $11.4 million from fiscal 2008. In fiscal 2009, there was less spending related to information systems, visual
merchandise and new store projects compared to fiscal 2008.

The Company estimates that fiscal 2011 capital expenditures will
approximate $10.0 million; including approximately $4.6 million for management information systems and distribution center projects and $5.4 million for investments in existing stores and various other corporate projects.

Cash Flows From Financing Activities Net cash used in financing activities was $27.2 million for fiscal 2010 compared to net cash
provided by financing activities of $7.8 million in fiscal 2009. The Company had outstanding borrowings from its asset-based credit facility of $25.4 million at fiscal year end 2010, which decreased from $48.5 million at fiscal year end 2009 because
the Company paid down more than it borrowed during the year. Debt issuance cost payments increased by $2.3 million during fiscal 2010 related to the amended and extended secured five-year credit agreement the Company entered into during the fourth
quarter of fiscal 2010, compared to no debt issuance costs paid in the prior year. Principal payments on long-term debt related to distribution center obligations were $0.9 million compared to $0.8 million in fiscal 2009. Principal payments on
capital lease obligations were $0.9 million compared to $1.4 million in fiscal 2009.

Net cash provided by financing
activities was $7.8 million for fiscal 2009 compared to $18.2 million in fiscal 2008. The Company had outstanding borrowings from its asset-based credit facility of $48.5 million at fiscal year end 2009 compared to $38.5 million at fiscal year end
2008. Principal payments on long-term debt related to distribution center obligations were $0.8 million for fiscal 2009 and fiscal 2008. Principal payments on capital lease obligations were $1.4 million compared to $1.5 million in fiscal 2008.

Revolving lines of Credit On January 3, 2011, the Company entered into a secured five-year credit agreement with
a group of banks and Bank of America, N.A. as the administrative agent, collateral agent, swing line lender, and letter of credit issuer (the Credit Agreement). The Credit Agreement amended and extended the previous $200.0 million Credit
Agreement dated as of June 25, 2007 which was due to expire on June 25, 2012. The Credit Agreement allows for cash borrowings under a revolving loan and letters of credit under a secured asset-based credit facility of up to $190.0 million
as well as a $10.0 million term loan which was drawn on the effective date. The amount available for borrowing at any time is limited by a stated percentage of the aggregate amount of the liquidated value of eligible inventory and the face amount of
eligible credit card receivables. The Credit Agreement includes three options to increase the size of the asset-based credit facility by up to $50.0 million in the aggregate. All borrowings and letters of credit under the Credit Agreement are
collateralized by all assets presently owned or hereafter-acquired by the Company. Interest is paid in arrears monthly, quarterly, or over the applicable interest period as selected by the Company in the Revolving Loan Notice, with the entire
balance payable on January 3, 2016. Borrowings pursuant to the asset-based credit facility bear interest, at the Companys election, at a rate equal to either (i) the higher of Bank of Americas prime rate or the federal funds
effective rate plus an applicable margin; or (ii) the LIBOR rate plus an applicable margin. The applicable margin is based on the Companys Average Daily Availability (as defined in the Credit Agreement). In addition, the Company pays a
commitment fee on the unused portion of the amount available for borrowing as described in the Credit Agreement. The Credit Agreement includes limitations on the ability of the Company to,



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among other things, incur debt, grant liens, make investments, enter into mergers and acquisitions, pay dividends, change its business, enter into transactions with affiliates, and dispose of
assets. The events of default under the Credit Agreement include, among others, payment defaults, cross defaults with certain other indebtedness, breaches of covenants, loss of collateral, judgments, changes in control, and bankruptcy events. In the
event of a default, the Credit Agreement requires the Company to pay incremental interest at the rate of 2.0% and the lenders may, among other remedies, foreclose on the security (which could include the sale of the Companys inventory),
eliminate their commitments to make credit available, declare due all unpaid principal amounts outstanding, and require cash collateral for any letter of credit obligations. In addition, in the event of a default or if the Companys
Availability (as defined in the Credit Agreement) is not equal to the greater of either $20.0 million or 15% of the loan cap under the asset-based credit facility, the Company will be subject to additional restrictions, including specific
restrictions with respect to its cash management procedures.

The Company intends to use the proceeds from the Credit
Agreement for working capital, issuance of commercial and standby letters of credit, capital expenditures, and other general corporate purposes. As of January 29, 2011, the Company was in compliance with its loan covenant requirements, had
$25.4 million in borrowings (including the $10.0 million term loan) and $10.8 million in outstanding letters of credit, and had credit available under the Credit Agreement of $92.8 million. The Company classified its borrowings at the end of fiscal
2010 as a current liability because it intends to pay down its asset-based credit facility to zero within the next 12 months. The Companys business is highly seasonal, reflecting the general pattern associated with the retail industry of peak
sales and earnings during the fourth quarter holiday season, therefore borrowings under the line of credit often peak during the beginning of the fourth quarter.

Contractual Obligations and Commercial Commitments The following table provides summary information concerning the Companys future contractual obligations and commercial commitments as of
January 29, 2011:



|                                                       |  |                 |       |  |          |   |       |          |  |   |              |  |  |                       |       |  |  |   |       | 
|------------------------------------------------------ |  | --------------- | ----- |  | -------- | - | ----- | -------- |  | - | ------------ |  |  | --------------------- | ----- |  |  | - | ----- | 
|Contractual Obligations (in millions)1                 |  | Less than1 Year |       |  | 1-3Years |   |       | 4-5Years |  |   | After5 Years |  |  | Total AmountCommitted |      
|Operating leases                                       |  | $               | 78.3  |  |          | $ | 181.4 |          |  | $ | 59.3         |  |  | $                     | 34.1  |  |  | $ | 353.1 | 
|Capital leases (principal and interest)                |  |                 | 1.6   |  |          |   | 3.7   |          |  |   | 1.8          |  |  |                       | 5.7   |  |  |   | 12.8  | 
|Long-term debt  distribution center lease obligations |  |                 | 0.9   |  |          |   | 3.0   |          |  |   | 2.3          |  |  |                       | 106.5 |  |  |   | 112.7 | 
|Merchandise letters of credit                          |  |                 | 3.7   |  |          |   |      |          |  |   |             |  |  |                       |      |  |  |   | 3.7   | 
|Loan outstanding under asset-based credit facility     |  |                 | 25.4  |  |          |   |      |          |  |   |             |  |  |                       |      |  |  |   | 25.4  | 
|Standby letters of credit                              |  |                 | 7.1   |  |          |   |      |          |  |   |             |  |  |                       |      |  |  |   | 7.1   | 
|Purchase obligations2                                  |  |                 | 111.4 |  |          |   |      |          |  |   |             |  |  |                       |      |  |  |   | 111.4 | 
|Interest3                                              |  |                 | 8.5   |  |          |   | 25.8  |          |  |   | 17.5         |  |  |                       | 193.6 |  |  |   | 245.4 | 
|                                                       |  |                 |       |  |          |   |       |          |  |   |              |  |  |                       |       |  |  |   |       | 
|Total                                                  |  | $               | 236.9 |  |          | $ | 213.9 |          |  | $ | 80.9         |  |  | $                     | 339.9 |  |  | $ | 871.6 | 
|                                                       |  |                 |       |  |          |   |       |          |  |   |              |  |  |                       |       |  |  |   |       | 



| | 1. | This table excludes $0.6 million of liabilities for uncertain tax positions as we are not able to reasonably estimate when cash payments for these liabilities will
occur. This amount, however, has been recorded as a liability in the accompanying Consolidated Balance Sheet as of January 29, 2011.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Represents outstanding purchase orders, which were primarily related to merchandise inventory. Such purchase orders are generally cancelable at the discretion of the
Company until the order has been shipped. The table above excludes certain immaterial executory contracts for goods and services that tend to be recurring in nature and similar in amount year over year.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Represents interest expected to be paid on our deferred financing obligations related to the distribution centers.
| | -- | ------------------------------------------------------------------------------------------------------------------

Off Balance Sheet Arrangements

Other than the operating leases and letters of credit discussed above, the Company has no financial arrangements involving special-purpose entities or lease agreements, commonly described as synthetic
leases, or any off-balance sheet arrangements that have a material current effect, or that are reasonably likely to have a material future effect, on the Companys financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.



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Impact of New Accounting Standards

In January 2010, the Financial Accounting Standards Board (FASB) issued guidance which amends and clarifies Accounting
Standards Codification (ASC) 820-10, Fair Value Measurements. This updated guidance requires new disclosures for (1) transfers in and out of Level 1 and Level 2 and reasons for such transfers; and (2) the separate
presentation of purchases, sales, issuances and settlement in the Level 3 reconciliation. It also clarifies guidance around disaggregation and disclosures of inputs and valuation techniques for Level 2 and Level 3 fair value measurements. The
accounting standard update was effective for reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for periods beginning after December 15, 2010. The Companys
adoption of the accounting standard update that was effective for reporting periods beginning after December 15, 2009 did not have a material impact on its consolidated financial statements. The Company does not expect the adoption of the
accounting standard update related to the Level 3 reconciliation disclosures to have a material impact on its consolidated financial statements.

Inflation

The Company does not believe that inflation has had a material
effect on its financial condition and results of operations during the past three fiscal years. However, there can be no assurance that the Companys business will not be affected by inflation in the future.



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Quarterly Results and Seasonality

The following tables set forth the Companys unaudited quarterly operating results for the eight most recent quarterly periods:



|                                                                        |  |                       |         |   |              |   |         |                 |  |   |                 |   |  |   |         |  
|----------------------------------------------------------------------- |  | --------------------- | ------- | - | ------------ | - | ------- | --------------- |  | - | --------------- | - |  | - | ------- | -
|                                                                        |  | Fiscal Quarters Ended |        
|(In thousands, except per share data and number of stores)              |  | May 1,2010            |         |   | July 31,2010 |   |         | October 30,2010 |  |   | January 29,2011 |  
|Net sales                                                               |  | $                     | 188,637 |   |              | $ | 191,795 |                 |  | $ | 194,569         |   |  | $ | 341,563 |  
|Gross profit                                                            |  |                       | 57,528  |   |              |   | 60,673  |                 |  |   | 59,780          |   |  |   | 112,964 |  
|Net income/(loss) from continuing operations                            |  |                       | (10,085 | ) |              |   | (6,619  | )               |  |   | (7,397          | ) |  |   | 28,775  |  
|Net loss from discontinued operations                                   |  |                       | (226    | ) |              |   | (364    | )               |  |   | (948            | ) |  |   | (278    | )
|Net income/(loss)                                                       |  |                       | (10,311 | ) |              |   | (6,983  | )               |  |   | (8,345          | ) |  |   | 28,497  |  
|Net income/(loss) per weighted-average share from continuing operations |  |                       |         |   |              |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                   |  | $                     | (0.46   | ) |              | $ | (0.30   | )               |  | $ | (0.34           | ) |  | $ | 1.30    |  
|Diluted                                                                 |  | $                     | (0.46   | ) |              | $ | (0.30   | )               |  | $ | (0.34           | ) |  | $ | 1.24    |  
|Net loss per weighted-average share from discontinued operations        |  |                       |         |   |              |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                   |  | $                     | (0.01   | ) |              | $ | (0.02   | )               |  | $ | (0.04           | ) |  | $ | (0.01   | )
|Diluted                                                                 |  | $                     | (0.01   | ) |              | $ | (0.02   | )               |  | $ | (0.04           | ) |  | $ | (0.01   | )
|Net income/(loss) per weighted-average share                            |  |                       |         |   |              |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                   |  | $                     | (0.47   | ) |              | $ | (0.32   | )               |  | $ | (0.38           | ) |  | $ | 1.29    |  
|Diluted                                                                 |  | $                     | (0.47   | ) |              | $ | (0.32   | )               |  | $ | (0.38           | ) |  | $ | 1.23    |  
|Number of stores open at end of period                                  |  |                       | 263     |   |              |   | 263     |                 |  |   | 263             |   |  |   | 263     |  



|                                                                          |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         | 
|------------------------------------------------------------------------- |  | --------------------- | ------- | - | ------------- | - | ------- | --------------- |  | - | --------------- | - |  | - | ------- | 
|                                                                          |  | Fiscal Quarters Ended |        
|(In thousands, except per share data and number of stores)                |  | May 2,2009            |         |   | August 1,2009 |   |         | October 31,2009 |  |   | January 30,2010 |  
|Net sales                                                                 |  | $                     | 183,708 |   |               | $ | 182,882 |                 |  | $ | 181,415         |   |  | $ | 319,040 | 
|Gross profit                                                              |  |                       | 47,813  |   |               |   | 47,945  |                 |  |   | 45,888          |   |  |   | 87,548  | 
|Net income/(loss) from continuing operations                              |  |                       | (25,307 | ) |               |   | (19,711 | )               |  |   | (22,147         | ) |  |   | 21,002  | 
|Net income/(loss) from discontinued operations                            |  |                       | (16,272 | ) |               |   | (1,052  | )               |  |   | 90              |   |  |   | 78      | 
|Net income/(loss)                                                         |  |                       | (41,579 | ) |               |   | (20,763 | )               |  |   | (22,057         | ) |  |   | 21,080  | 
|Net income/(loss) per weighted-average share from continuing operations   |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         | 
|Basic                                                                     |  | $                     | (1.14   | ) |               | $ | (0.89   | )               |  | $ | (1.00           | ) |  | $ | 0.95    | 
|Diluted                                                                   |  | $                     | (1.14   | ) |               | $ | (0.89   | )               |  | $ | (1.00           | ) |  | $ | 0.95    | 
|Net income/(loss) per weighted-average share from discontinued operations |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         | 
|Basic                                                                     |  | $                     | (0.74   | ) |               | $ | (0.05   | )               |  | $ | 0.00            |   |  | $ | 0.00    | 
|Diluted                                                                   |  | $                     | (0.74   | ) |               | $ | (0.05   | )               |  | $ | 0.00            |   |  | $ | 0.00    | 
|Net income/(loss) per weighted-average share                              |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         | 
|Basic                                                                     |  | $                     | (1.88   | ) |               | $ | (0.94   | )               |  | $ | (1.00           | ) |  | $ | 0.95    | 
|Diluted                                                                   |  | $                     | (1.88   | ) |               | $ | (0.94   | )               |  | $ | (1.00           | ) |  | $ | 0.95    | 
|Number of stores open at end of period                                    |  |                       | 270     |   |               |   | 269     |                 |  |   | 270             |   |  |   | 268     | 

The Companys
business is highly seasonal, reflecting the general pattern associated with the retail industry of peak sales and earnings during the fourth quarter holiday season. Due to the importance of the Holiday selling season, the fourth quarter of each
fiscal year has historically contributed, and the Company expects it will continue to contribute, a disproportionate percentage of the Companys net sales and most of its net income, if any, for the entire fiscal year. Any factors negatively
affecting the Company during the Holiday selling season in any year, including unfavorable economic conditions, could have a material adverse effect on the Companys financial condition and results of operations. The Company generally
experiences lower sales and earnings



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during the first three quarters and, as is typical in the retail industry, may incur losses in these quarters. The results of operations for these interim periods are not necessarily indicative
of the results for a full fiscal year. In addition, the Company makes decisions regarding merchandise well in advance of the season in which it will be sold. Significant deviations from projected demand for products could have a material adverse
effect on the Companys financial condition and results of operations, either by lost gross sales due to insufficient inventory or lost gross margin due to the need to mark down excess inventory.

The Companys quarterly results of operations may also fluctuate based upon such factors as delays in the flow of merchandise, the
ability to realize the expected operational and cost efficiencies from its distribution centers, the number and timing of store openings and related store preopening expenses, the amount of net sales contributed by new and existing stores, the mix
of products sold, the timing and level of markdowns, store closings or relocations, competitive factors, changes in fuel and other shipping costs, general economic conditions, geopolitical conditions, fluctuations in the value of the U.S. dollar
against foreign currencies, labor market fluctuations, changes in accounting rules and regulations and unseasonable weather conditions.

Critical Accounting Policies and Estimates

Cost Plus, Inc.s and its subsidiaries discussion and analysis of its financial condition and results of operations are based upon the Companys consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Estimates and assumptions include, but are not limited to, inventory values, fixed asset lives, intangible asset values, deferred income taxes,
self-insurance reserves and the impact of contingencies and litigation. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions. The Company has also chosen
certain accounting policies when options are available, including the retail inventory method of accounting for inventories. Operating results would be affected if other alternatives were used.

Although not all inclusive, the Company believes that the following represent the more critical estimates and assumptions used in the
preparation of the consolidated financial statements.

Revenue Recognition The Company recognizes revenue from the sale
of merchandise either at the point of sale in its stores or at the time of receipt by the customer for merchandise purchased from its website. Revenue from sales of gift cards is deferred until redemption or until the likelihood of redemption by the
customer is remote (gift card breakage). Income from gift card breakage is recorded as a reduction to selling, general and administrative expenses. Shipping and handling fees charged to customers are recognized as revenue at the time the merchandise
is delivered to the customer. The Companys revenues are reported net of discounts and returns, including an allowance for estimated returns. The allowance for sales returns is based on historical experience and was approximately $0.8 million
at the end of fiscal 2010 and $0.6 million at the end of fiscal 2009 and fiscal 2008. Revenues are presented net of any taxes collected from customers and remitted to governmental authorities.

Inventory Inventories are stated at the lower of cost or market with cost determined under the retail inventory method
(RIM), in which the valuation of inventories at cost and gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventories. RIM is an averaging method that is widely used in the retail industry due to its
practicality. The Companys use of the RIM results in valuing inventories at lower of cost or market as markdowns are currently taken as a reduction of the retail value of inventories. Inherent in the RIM calculation are certain significant
management judgments and estimates including, among others, merchandise markup, markdowns and shrinkage, which significantly impact the ending inventory valuation at cost as well as gross margin. Physical inventories are conducted annually during
the second fiscal quarter to



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calculate actual shrinkage and inventory on hand. Estimates are used to charge inventory shrinkage for the remaining quarters of the fiscal year. Consideration is given to a number of
quantitative factors, including anticipated subsequent markdowns and aging of inventories. To the extent that actual markdowns are higher or lower than estimated, the Companys gross margins could increase or decrease and, accordingly,
affect its financial position and results of operations. A significant variation between the estimated provision and actual results could have a substantial impact on the Companys results of operations. Management does not believe there
is a reasonable likelihood of a material change in the assumed factors used to create the estimates the Company uses to calculate its ending inventory under RIM. The Companys RIM utilizes multiple departments in which fairly homogeneous
classes of merchandise inventories having similar gross margins are grouped. Management believes that the Companys RIM provides an inventory valuation that reasonably approximates cost and results in carrying inventory at the lower of cost or
market. Inventory costs also include certain buying and distribution costs related to the procurement, processing and transportation of merchandise.

Self-Insured Liabilities The Company is primarily self-insured for workers compensation, employee health benefits and general liability claims. The Company determines self-insurance
liabilities based on claims filed, including the development of those claims, and an estimate of claims incurred but not yet reported. Factors affecting this estimate include future inflation rates, changes in severity, benefit level changes,
medical costs and claim settlement patterns. Should a different amount of claims occur compared to what was estimated, or costs of the claims increase or decrease beyond what was anticipated, reserves may need to be adjusted accordingly.

Other Accounting EstimatesEstimates inherent in the preparation of the Companys financial statements include those
associated with the evaluation of the recoverability of deferred tax assets, the adequacy of tax contingencies, the impairment of goodwill and long-lived assets and those estimates used in the determination of liabilities related to litigation,
claims and assessments.

The Company assesses the likelihood that deferred tax assets will be realized in the future and
records a valuation allowance, if necessary, to reduce deferred tax assets to the amount that it believes is more likely than not to be realized. In evaluating our ability to recover our deferred tax assets we consider all available positive and
negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations. In fiscal year 2007, the Company established a valuation allowance of $20.1
million against its deferred tax assets. In fiscal years 2010, 2009 and 2008, the valuation allowance was increased by $0.5 million, $16.0 million and $41.7 million, respectively. This is a non-cash charge that management felt was appropriate to
record due to the cumulative losses in recent years and the store closure activities met the prescribed criteria for taking an allowance. The Companys effective tax rate may be materially impacted by changes in the estimated level of earnings
and changes in the deferred tax valuation allowance.

The Company recognizes tax positions when they are more likely than not
to be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is more likely than not to be realized upon settlement. The Company is subject to periodic audits by the Internal Revenue Service and state and
local taxing authorities. These audits may challenge certain of the Companys tax positions such as the timing and amount of income and deductions and the allocation of taxable income to various tax jurisdictions. The Company evaluates its tax
positions and establishes liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. These tax uncertainties are reviewed as facts and circumstances change and are adjusted accordingly. This requires
significant management judgment in estimating final outcomes. Actual results could materially differ from these estimates and could significantly affect the Companys effective tax rate and cash flows in future years.

Section 382 of the Internal Revenue Service Code (Section 382) imposes limitations on a corporations ability to
utilize its net operating losses (NOL) if it experiences an ownership change. In general terms, an ownership change results from transactions increasing the ownership of certain existing stockholders and, or, new stockholders
in the stock of a corporation by more than 50 percentage points during a three year testing period. Any unused NOL resulting from an annual limitation may be carried over to later years, and the amount



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of the limitation may, under certain circumstances, be increased to reflect both recognized and deemed recognized built-in gains that occur during the sixty-month period after the
ownership change. Based on our analysis to date, we believe we have undergone an ownership change, which may affect the timing of our ability to utilize our NOL. However, the resulting limitation does not affect the Companys ability to utilize
its NOL for the fiscal year ended January 29, 2011, and we do not expect the limitation to affect the fiscal year which will end on January 28, 2012.

The Company reviews long-lived assets and intangible assets with finite useful lives for impairment at least annually or whenever events or changes in circumstances indicate that their carrying values may
not be recoverable. Using its best estimates based on reasonable assumptions and projections, the Company records an impairment loss to write such assets down to their estimated fair values if the carrying values of the assets exceed their related
undiscounted expected future cash flows. Store-specific long-lived assets and intangible assets with finite lives are evaluated along with the stores in their respective media market, which is the lowest level at which individual cash flows can be
identified. Corporate assets or other long-lived assets that are not store-specific are evaluated at a consolidated entity level. Based on the impairment tests performed, there was no impairment of long-lived and intangible assets with finite lives
in fiscal 2010. However, the Company recorded a $58,000 non-cash impairment charge in fiscal 2010 to write-down property and equipment at the four underperforming stores that closed during the first quarter of fiscal 2011 as they had reached the end
of their lease terms.

The Company records the estimated future liability for any store closures where a lease obligation
still exists; associated with the rental obligation on the date the store is closed and the liability for the costs associated with an exit or disposal activity is recognized when the liability is incurred. During fiscal 2011, the Company expects to
record a pre-tax charge of approximately $0.5 million related to the store closures consisting primarily of lease exit costs.

The Company is involved in litigation, claims and assessments incidental to its business, the disposition of which is not expected to
have a material effect on the Companys financial position or results of operations. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in the
Companys assumptions related to these matters. The Companys policy is to accrue its best estimate of the probable cost for the resolution of claims. When appropriate, such estimates are developed in consultation with outside counsel
handling the matters and are based upon a combination of litigation and settlement strategies. To the extent additional information arises or the Companys strategies change, it is possible that the Companys best estimate of its probable
liability may change.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

The Company is exposed to financial market risks, which include changes in U.S. interest rates and foreign exchange rates. The Company does not engage in financial transactions for trading or speculative
purposes.

Interest Rate Risk The interest payable on the Companys bank line of credit is based on a variable
interest rate and therefore is affected by changes in market interest rates. If interest rates on existing variable rate debt were to rise 60 basis points (a 10% change from the Companys borrowing rate as of January 29, 2011), the
Companys results of operations and cash flows would not be materially affected. In the event of a default on the Companys asset-based credit facility, the Company would be required to pay incremental interest at a rate of 2% on the
outstanding loan balance.

Foreign Currency Risks Approximately 96.2% of purchase obligations outside of the United
States of America into which the Company enters are settled in U.S. dollars; therefore, the Company has only minimal exposure to foreign currency exchange risks. The cost of products purchased in international markets can be affected by changes in
foreign currency exchange rates and significant exchange rate changes could have a material impact on future product costs. The extent to which an increase in costs from foreign currency exchange rate changes will be able to be recovered in higher
prices charged to customers is uncertain. The Company does not currently hedge against foreign currency risks.



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|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                        |  |      |    | 
|------------------------------------------------------- |  | ---- | -- | 
|                                                        |  | Page |   
|Consolidated Financial Statements of Cost Plus, Inc.    |  |      |    | 
|Report of Independent Registered Public Accounting Firm |  |      | 30 | 
|Consolidated Balance Sheets                             |  |      | 31 | 
|Consolidated Statements of Operations                   |  |      | 32 | 
|Consolidated Statements of Shareholders Equity         |  |      | 33 | 
|Consolidated Statements of Cash Flows                   |  |      | 34 | 
|Notes to the Consolidated Financial Statements          |  |      | 35 | 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Cost Plus, Inc.:

We have audited the accompanying consolidated balance sheets of Cost Plus, Inc. and subsidiaries (the Company) as of January 29, 2011 and January 30, 2010, and the related
consolidated statements of operations, shareholders equity, and cash flows for each of the three years in the period ended January 29, 2011. We also have audited the Companys internal control over financial reporting as of
January 29, 2011, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for these
financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Companys internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.

A companys internal control over financial reporting is a process
designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing similar functions, and effected by the companys board of directors, management, and other personnel to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could
have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the
internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
Cost Plus, Inc. and subsidiaries as of January 29, 2011 and January 30, 2010, and the results of their operations and their cash flows for each of the three years in the period ended January 29, 2011, in conformity with accounting
principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2011, based on the criteria
established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Deloitte & Touche LLP

San Francisco, California

April 5, 2011



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COST PLUS, INC.

Consolidated Balance Sheets



|                                                                                                                    |  |                 |         |   |                 |   |         |  
|------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | - | --------------- | - | ------- | -
|(In thousands, except share amounts)                                                                                |  | January 29,2011 |         |   | January 30,2010 |  
|ASSETS                                                                                                              |  |                 |         |   |                 |   |         |  
|Current assets:                                                                                                     |  |                 |         |   |                 |   |         |  
|Cash and cash equivalents                                                                                           |  | $               | 2,691   |   |                 | $ | 2,602   |  
|Merchandise inventories, net                                                                                        |  |                 | 181,853 |   |                 |   | 177,203 |  
|Income taxes receivable                                                                                             |  |                 |        |   |                 |   | 13,144  |  
|Other current assets                                                                                                |  |                 | 12,420  |   |                 |   | 18,891  |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total current assets                                                                                                |  |                 | 196,964 |   |                 |   | 211,840 |  
|Property and equipment, net                                                                                         |  |                 | 145,678 |   |                 |   | 164,576 |  
|Other assets, net                                                                                                   |  |                 | 6,007   |   |                 |   | 4,016   |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total assets                                                                                                        |  | $               | 348,649 |   |                 | $ | 380,432 |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                |  |                 |         |   |                 |   |         |  
|Current liabilities:                                                                                                |  |                 |         |   |                 |   |         |  
|Accounts payable                                                                                                    |  | $               | 55,822  |   |                 | $ | 66,141  |  
|Accrued compensation                                                                                                |  |                 | 17,516  |   |                 |   | 11,841  |  
|Revolving line of credit and term loan                                                                              |  |                 | 25,400  |   |                 |   |        |  
|Accrued store closure and lease exit costs                                                                          |  |                 | 6,575   |   |                 |   | 10,220  |  
|Current portion of long-term debt                                                                                   |  |                 | 885     |   |                 |   | 874     |  
|Other current liabilities                                                                                           |  |                 | 20,788  |   |                 |   | 21,667  |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total current liabilities                                                                                           |  |                 | 126,986 |   |                 |   | 110,743 |  
|Revolving line of credit                                                                                            |  |                 |        |   |                 |   | 48,500  |  
|Capital lease obligations                                                                                           |  |                 | 6,029   |   |                 |   | 6,930   |  
|Long-term debtdistribution center lease obligations                                                                |  |                 | 111,847 |   |                 |   | 112,735 |  
|Other long-term obligations                                                                                         |  |                 | 25,422  |   |                 |   | 27,481  |  
|Commitments and contingencies (See Note 12)                                                                         |  |                 |         |   |                 |   |         |  
|Shareholders equity:                                                                                               |  |                 |         |   |                 |   |         |  
|Preferred stock, $.01 par value: 5,000,000 shares authorized; none issued and outstanding                           |  |                 |        |   |                 |   |        |  
|Common stock, $.01 par value: 67,500,000 shares authorized; issued and outstanding 22,087,113 and 22,087,113
shares |  |                 | 221     |   |                 |   | 221     |  
|Additional paid-in capital                                                                                          |  |                 | 172,768 |   |                 |   | 171,304 |  
|Accumulated deficit                                                                                                 |  |                 | (94,624 | ) |                 |   | (97,482 | )
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total shareholders equity                                                                                          |  |                 | 78,365  |   |                 |   | 74,043  |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total liabilities and shareholders equity                                                                          |  | $               | 348,649 |   |                 | $ | 380,432 |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  



See notes to consolidated financial
statements.



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COST PLUS, INC.

Consolidated Statements of Operations



|                                                                         |  |                   |         |   |                 |   |         |                 |  |   |          |  
|------------------------------------------------------------------------ |  | ----------------- | ------- | - | --------------- | - | ------- | --------------- |  | - | -------- | -
|                                                                         |  | Fiscal Year Ended |        
|(In thousands, except per share amounts)                                 |  | January 29,2011   |         |   | January 30,2010 |   |         | January 31,2009 | 
|Net sales                                                                |  | $                 | 916,564 |   |                 | $ | 867,045 |                 |  | $ | 948,653  |  
|Cost of sales and occupancy                                              |  |                   | 625,619 |   |                 |   | 637,851 |                 |  |   | 702,205  |  
|                                                                         |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Gross profit                                                             |  |                   | 290,945 |   |                 |   | 229,194 |                 |  |   | 246,448  |  
|Selling, general and administrative expenses                             |  |                   | 270,853 |   |                 |   | 270,852 |                 |  |   | 313,679  |  
|Store closure costs                                                      |  |                   | 3,173   |   |                 |   | 5,799   |                 |  |   |         |  
|Store preopening expenses                                                |  |                   | 254     |   |                 |   | 238     |                 |  |   | 2,985    |  
|                                                                         |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Income/(loss) from continuing operations, before interest and taxes      |  |                   | 16,665  |   |                 |   | (47,695 | )               |  |   | (70,216  | )
|Net interest expense                                                     |  |                   | 11,115  |   |                 |   | 11,206  |                 |  |   | 12,840   |  
|                                                                         |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Income/(loss) from continuing operations before income taxes             |  |                   | 5,550   |   |                 |   | (58,901 | )               |  |   | (83,056  | )
|                                                                         |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Income tax provision/(benefit)                                           |  |                   | 876     |   |                 |   | (12,738 | )               |  |   | 758      |  
|                                                                         |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Net income/(loss) from continuing operations                             |  |                   | 4,674   |   |                 |   | (46,163 | )               |  |   | (83,814  | )
|                                                                         |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Loss from discontinued operations                                        |  |                   | (1,816  | ) |                 |   | (17,156 | )               |  |   | (18,854  | )
|                                                                         |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Net income/(loss)                                                        |  | $                 | 2,858   |   |                 | $ | (63,319 | )               |  | $ | (102,668 | )
|Net income/(loss) per weighted-average share from continuing operations: |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Basic                                                                    |  | $                 | 0.21    |   |                 | $ | (2.09   | )               |  | $ | (3.80    | )
|Diluted                                                                  |  | $                 | 0.21    |   |                 | $ | (2.09   | )               |  | $ | (3.80    | )
|Net loss per weighted-average share from discontinued operations:        |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Basic                                                                    |  | $                 | (0.08   | ) |                 | $ | (0.78   | )               |  | $ | (0.85    | )
|Diluted                                                                  |  | $                 | (0.08   | ) |                 | $ | (0.78   | )               |  | $ | (0.85    | )
|Net income/(loss) per weighted-average share:                            |  |                   |         |   |                 |   |         |                 |  |   |          |  
|Basic                                                                    |  | $                 | 0.13    |   |                 | $ | (2.87   | )               |  | $ | (4.65    | )
|Diluted                                                                  |  | $                 | 0.13    |   |                 | $ | (2.87   | )               |  | $ | (4.65    | )
|Weighted-average shares outstandingbasic                                |  |                   | 22,087  |   |                 |   | 22,087  |                 |  |   | 22,087   |  
|Weighted-average shares outstandingdiluted                              |  |                   | 22,621  |   |                 |   | 22,087  |                 |  |   | 22,087   |  



See notes to consolidated financial statements.



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COST PLUS, INC.

Consolidated Statements of Shareholders Equity



|                              |  |              |            |  |                          |   |     |                                       |  |   |                          |  |  |   |          |   |  |   |          |  
|----------------------------- |  | ------------ | ---------- |  | ------------------------ | - | --- | ------------------------------------- |  | - | ------------------------ |  |  | - | -------- | - |  | - | -------- | -
|                              |  | Common Stock |            |  | AdditionalPaid-inCapital |   |     | RetainedEarnings/(Accumulateddeficit) |  |   | TotalShareholdersEquity | 
|(In thousands, except shares) |  | Shares       |            |  | Amount                   |   |     |                                       | 
|Balance at February 2, 2008   |  |              | 22,087,113 |  |                          | $ | 221 |                                       |  | $ | 168,793                  |  |  | $ | 68,505   |   |  | $ | 237,519  |  
|Net loss                      |  |              |            |  |                          |   |     |                                       |  |   |                          |  |  |   | (102,668 | ) |  |   | (102,668 | )
|Share-based compensation      |  |              |            |  |                          |   |     |                                       |  |   | 1,358                    |  |  |   |          |   |  |   | 1,358    |  
|                              |  |              |            |  |                          |   |     |                                       |  |   |                          |  |  |   |          |   |  |   |          |  
|Balance at January 31, 2009   |  |              | 22,087,113 |  |                          |   | 221 |                                       |  |   | 170,151                  |  |  |   | (34,163  | ) |  |   | 136,209  |  
|Net loss                      |  |              |            |  |                          |   |     |                                       |  |   |                          |  |  |   | (63,319  | ) |  |   | (63,319  | )
|Share-based compensation      |  |              |            |  |                          |   |     |                                       |  |   | 1,153                    |  |  |   |          |   |  |   | 1,153    |  
|                              |  |              |            |  |                          |   |     |                                       |  |   |                          |  |  |   |          |   |  |   |          |  
|Balance at January 30, 2010   |  |              | 22,087,113 |  |                          |   | 221 |                                       |  |   | 171,304                  |  |  |   | (97,482  | ) |  |   | 74,043   |  
|Net income                    |  |              |            |  |                          |   |     |                                       |  |   |                          |  |  |   | 2,858    |   |  |   | 2,858    |  
|Share-based compensation      |  |              |            |  |                          |   |     |                                       |  |   | 1,464                    |  |  |   |          |   |  |   | 1,464    |  
|Balance at January 29, 2011   |  |              | 22,087,113 |  |                          | $ | 221 |                                       |  | $ | 172,768                  |  |  | $ | (94,624  | ) |  | $ | 78,365   |  
|                              |  |              |            |  |                          |   |     |                                       |  |   |                          |  |  |   |          |   |  |   |          |  







See notes to consolidated financial statements.



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COST PLUS, INC.

Consolidated Statements of Cash Flows



|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|-------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | --------------- | - | -------- | --------------- |  | - | -------- | -
|                                                                                                   |  | Fiscal Year Ended |         
|(In thousands)                                                                                     |  | January 29,2011   |          |   | January 30,2010 |   |          | January 31,2009 | 
|Cash Flows From Operating Activities:                                                              |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net income/(loss)                                                                                  |  | $                 | 2,858    |   |                 | $ | (63,319  | )               |  | $ | (102,668 | )
|Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities: |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Depreciation and amortization                                                                      |  |                   | 22,832   |   |                 |   | 28,573   |                 |  |   | 34,508   |  
|Inventory write-down                                                                               |  |                   |         |   |                 |   |         |                 |  |   | 9,000    |  
|Share-based compensation expense                                                                   |  |                   | 1,464    |   |                 |   | 1,153    |                 |  |   | 1,358    |  
|Loss on asset disposal                                                                             |  |                   | 18       |   |                 |   | 516      |                 |  |   | 2,048    |  
|Deferred income taxes                                                                              |  |                   |         |   |                 |   |         |                 |  |   | 1,963    |  
|Impairment of property and equipment                                                               |  |                   | 58       |   |                 |   | 1,142    |                 |  |   | 3,901    |  
|Changes in assets and liabilities:                                                                 |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Merchandise inventories                                                                            |  |                   | (4,650   | ) |                 |   | 40,902   |                 |  |   | 45,750   |  
|Income taxes                                                                                       |  |                   | 13,763   |   |                 |   | (12,792  | )               |  |   | 15,203   |  
|Other assets                                                                                       |  |                   | 6,710    |   |                 |   | 4,866    |                 |  |   | 967      |  
|Accounts payable                                                                                   |  |                   | (10,340  | ) |                 |   | (8,449   | )               |  |   | (17,513  | )
|Other liabilities                                                                                  |  |                   | (1,095   | ) |                 |   | 2,075    |                 |  |   | 2,594    |  
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net cash provided by (used in) operating activities                                                |  |                   | 31,618   |   |                 |   | (5,333   | )               |  |   | (2,889   | )
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash Flows From Investing Activities:                                                              |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Purchases of property and equipment                                                                |  |                   | (4,500   | ) |                 |   | (3,553   | )               |  |   | (14,933  | )
|Proceeds from sale of property and equipment                                                       |  |                   | 155      |   |                 |   | 8        |                 |  |   | 34       |  
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net cash used in investing activities                                                              |  |                   | (4,345   | ) |                 |   | (3,545   | )               |  |   | (14,899  | )
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash Flows From Financing Activities:                                                              |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Borrowings from term loan                                                                          |  |                   | 10,000   |   |                 |   |         |                 |  |   |         |  
|Borrowings under revolving line of credit                                                          |  |                   | 224,306  |   |                 |   | 293,026  |                 |  |   | 294,516  |  
|Payments under revolving line of credit                                                            |  |                   | (257,406 | ) |                 |   | (283,026 | )               |  |   | (274,076 | )
|Principal payments on long-term debtdistribution center lease obligations                         |  |                   | (877     | ) |                 |   | (802     | )               |  |   | (775     | )
|Debt issuance costs                                                                                |  |                   | (2,267   | ) |                 |   |         |                 |  |   |         |  
|Principal payments on capital lease obligations                                                    |  |                   | (940     | ) |                 |   | (1,425   | )               |  |   | (1,453   | )
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net cash (used in) provided by financing activities                                                |  |                   | (27,184  | ) |                 |   | 7,773    |                 |  |   | 18,212   |  
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net increase/(decrease) in cash and cash equivalents                                               |  |                   | 89       |   |                 |   | (1,105   | )               |  |   | 424      |  
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash and Cash Equivalents:                                                                         |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Beginning of period                                                                                |  |                   | 2,602    |   |                 |   | 3,707    |                 |  |   | 3,283    |  
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|End of period                                                                                      |  | $                 | 2,691    |   |                 | $ | 2,602    |                 |  | $ | 3,707    |  
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Supplemental Disclosures of Cash Flow Information:                                                 |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash paid for interest                                                                             |  | $                 | 11,056   |   |                 | $ | 11,271   |                 |  | $ | 12,287   |  
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash (refunded) paid for income taxes                                                              |  | $                 | (12,873  | ) |                 | $ | 136      |                 |  | $ | (15,567  | )
|                                                                                                   |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Non-Cash Financing and Investing:                                                                  |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Capital lease obligations entered into                                                             |  | $                 |         |   |                 | $ | 860      |                 |  | $ |         |  

See notes to
consolidated financial statements.



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Notes to Consolidated Financial Statements

Note 1. Summary of Business and Significant Accounting Policies

Business Cost Plus, Inc. and subsidiaries (Cost Plus World Market or the Company) is a specialty retailer of casual home living and entertaining products. At
January 29, 2011, the Company operated 263 stores in 30 states under the names World Market, Cost Plus World Market, Cost Plus Imports, and World Market Stores. The Companys product
offerings are designed to provide solutions to customers casual home furnishing and home entertaining needs. The offerings include home decorating items such as furniture and rugs, as well as a variety of tabletop and kitchen products. Cost
Plus World Market stores also offer a number of gift and decorative accessories including collectibles, cards, wrapping paper and other seasonal items. In addition, Cost Plus World Market offers its customers a wide selection of gourmet foods and
beverages, including wine, micro-brewed and imported beer, coffee, tea and bottled water. The Company accounts for its operations as one operating segment and operates one store format.

The Company classifies its sales into home furnishings and consumables product lines. Sales in each category for the prior three fiscal
years were as follows:



|                                                                                                   |  |                   |         |   |                 |   |         |                 |  |   |           |  
|-------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | --------------- | - | ------- | --------------- |  | - | --------- | -
|                                                                                                   |  | Fiscal Year Ended |        
|(In thousands)                                                                                     |  | January 29,2011   |         |   | January 30,2010 |   |         | January 31,2009 | 
|Home Furnishings                                                                                   |  | $                 | 546,510 |   |                 | $ | 519,074 |                 |  | $ | 619,090   |  
|Consumables                                                                                        |  |                   | 366,053 |   |                 |   | 355,959 |                 |  |   | 390,058   |  
|                                                                                                   |  |                   |         |   |                 |   |         |                 |  |   |           |  
|Total                                                                                              |  |                   | 912,563 |   |                 |   | 875,033 |                 |  |   | 1,009,148 |  
|                                                                                                   |  |                   |         |   |                 |   |         |                 |  |   |           |  
|Less: Net sales from discontinued operations                                                       |  |                   | (1,833  | ) |                 |   | (9,909  | )               |  |   | (61,940   | )
|Add: Drop ship revenue, shipping revenue and other miscellaneous revenue, net of returns allowance |  |                   | 5,834   |   |                 |   | 1,921   |                 |  |   | 1,445     |  
|                                                                                                   |  |                   |         |   |                 |   |         |                 |  |   |           |  
|Net sales from continuing operations                                                               |  | $                 | 916,564 |   |                 | $ | 867,045 |                 |  | $ | 948,653   |  

Liquidity
Prior to recognizing net income in fiscal 2010, we recognized net losses in each annual period since fiscal 2006. As of January 29, 2011, we had an accumulated deficit of $94.6 million. For fiscal 2009 and fiscal 2008, we did not generate
positive cash flows from operating activities. There can be no assurance that our business will be profitable or will generate sufficient cash to fund operations in the future or that additional losses and negative cash flows from operations will
not be incurred, which could have a material adverse affect on our financial condition. We are dependent upon our asset-based credit facility to fund operations and seasonal inventory purchases throughout the year. Access to our asset-based credit
facility is dependent upon meeting our debt covenants and not exceeding the borrowing limit of the asset-based credit facility. There can be no assurance that we will achieve or sustain positive cash flows from operations or profitability. If we are
unable to maintain adequate liquidity, future operations may need to be scaled back or discontinued. However, based on our current business plan and revenue projections, we believe that our existing cash balance, our anticipated cash flows from
operations and our available asset-based credit facility will be sufficient to meet our working capital and operating resource expenditure requirements for the next 12 months.

Fiscal Year The Companys fiscal year end is the Saturday closest to the end of January. The current and prior fiscal years ended January 29, 2011 (fiscal 2010), January 30, 2010
(fiscal 2009) and January 31, 2009 (fiscal 2008). All fiscal years presented consist of 52 weeks.

Principles of
Consolidation The consolidated financial statements include the accounts of Cost Plus, Inc. and its subsidiaries. Intercompany balances and transactions are eliminated in consolidation.

Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that



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affect the reported amounts of assets and liabilities, including disclosures of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Companys
significant accounting judgments and estimates affect the valuation of inventories, depreciable lives and impairments of long-lived assets, accrued liabilities, deferred taxes, self-insurance reserves and allowances for sales returns.

Estimated Fair Value of Financial InstrumentsThe carrying value of cash and cash equivalents, accounts receivable, debt and
accounts payable approximate their estimated fair value.

Cash Equivalents The Company considers all highly liquid
investments with original maturities of 90 days or less as cash equivalents.

InventoriesInventories are stated at
lower of cost or market under the retail inventory method (RIM), in which the valuation of inventories at cost and gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventories. Cost includes certain
buying and distribution costs related to the procurement, processing and transportation of merchandise. Management believes that the Companys RIM provides an inventory valuation which reasonably approximates cost and results in carrying
inventory at the lower of cost or market.

Property and Equipment Buildings, furniture, fixtures and equipment are
stated at cost and are depreciated using the straight-line method over the following estimated useful lives:



|                                |  |  |                                           | 
|------------------------------- |  |  | ----------------------------------------- | 
|Buildings                       |  |  | 40 years                                  | 
|Store fixtures and equipment    |  |  | 3-10 years                                | 
|Leasehold improvements          |  |  | Lesser of life of the asset or lease term | 
|Computer equipment and software |  |  | 3-5 years                                 | 

Capital Leases
Property subject to a non-cancelable lease that meets the criteria of a capital lease is capitalized as an asset in property and equipment and is amortized on a straight-line basis over the lease term.

Other Assets Other assets include lease rights and interests, deferred taxes, debt issuance costs and other intangibles. Lease
rights and interests are amortized on a straight-line basis over their related lease terms. Debt issuance costs are amortized on a straight-line basis over the term of the loan.

Impairment of Long-Lived and Intangible Assets The Company reviews long-lived assets and intangible assets with finite useful
lives for impairment at least annually or whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Using its best estimates based on reasonable assumptions and projections, the Company records an
impairment loss to write such assets down to their estimated fair values if the carrying values of the assets exceed their related undiscounted expected future cash flows. Store-specific long-lived assets and intangible assets with finite lives are
evaluated along with the stores in their respective media market, which is the lowest level at which individual cash flows can be identified. Corporate assets or other long-lived assets that are not store-specific are evaluated at a consolidated
entity level. Based on the impairment tests performed, there was no impairment of long-lived and intangible assets with finite lives in fiscal 2010. However, the Company recorded a $58,000 non-cash impairment charge in fiscal 2010 to write-down
property and equipment at the four underperforming stores that closed during the first quarter of fiscal 2011 as they had reached the end of their lease terms.

Insurance The Company is self-insured for workers compensation, general liability costs, and certain health insurance plans with per occurrence and aggregate limits on losses. The Company
maintains a comprehensive property insurance policy. The self-insurance liability recorded in the financial statements is



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based on claims filed and an estimate of claims incurred but not yet reported. The following sets forth the significant insurance coverage by major category:



| |  |  | Workers compensation and general liability insurance: The Company retains losses on individual claims up to a maximum of $300,000 for both
workers compensation and general liability insurance. The Company has a combined workers compensation and general liability insurance aggregate limit of $8.2 million.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Property insurance: The Company maintains a $250,000 deductible for each submitted claim.
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Health insurance: The Company has a stop loss provision per claim of $325,000, and an aggregate of $11.7 million.
| | - |  | -----------------------------------------------------------------------------------------------------------------

Deferred Rent Certain of the Companys operating leases contain predetermined fixed escalations of minimum rentals during the
initial term. For these leases, the Company recognizes the related rental expense on a straight-line basis over the life of the lease from the date the Company takes possession of the facility and records the difference between amounts charged to
operations and amounts paid as deferred rent. As part of its lease agreements, the Company may receive certain lease incentives, primarily tenant improvement allowances. These allowances are also deferred and are amortized as a reduction of rent
expense on a straight-line basis over the life of the lease. Deferred rent of $24.9 million and $26.9 million is reflected in other long-term obligations on the consolidated balance sheets as of January 29, 2011 and January 30, 2010,
respectively.

Share-Based CompensationThe Company accounts for all share-based payments to employees, including
grants of employee stock options, as compensation cost based on the fair value on the date of grant. The Company determines fair value of such awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates
certain assumptions, such as risk-free interest rate, expected volatility, expected dividend yield and expected life of options, in order to arrive at a fair value estimate.

Revenue Recognition The Company recognizes revenue from the sale of merchandise either at the point of sale in its stores or at delivery to the customer for merchandise purchased from its website.
Revenue from sales of gift cards is deferred until redemption or until the likelihood of redemption by the customer is remote (gift card breakage). Income from gift card breakage is recorded as a reduction to selling, general and administrative
expenses. Shipping and handling fees charged to customers are recognized as revenue at the time the merchandise is delivered to the customer. The Companys revenues are reported net of discounts and returns, including an allowance for estimated
returns. The allowance for sales returns is based on historical experience and was approximately $0.8 million at the end of fiscal 2010 and $0.6 million at the end of fiscal 2009 and fiscal 2008. Revenues are presented net of any taxes collected
from customers and remitted to governmental authorities.

Cost of Sales and Occupancy Cost of sales includes the cost
of inventory sold during the period, including costs to acquire merchandise inventory and costs of freight and distribution. The costs of maintaining warehouse facilities including depreciation, rent, utilities and certain indirect costs such as
product purchasing activities and logistics are also charged to cost of sales. Occupancy costs include rent expense under store lease agreements, utility costs, common area maintenance costs charged to the Company by landlords and property taxes.

Vendor Credits and RebatesMarkdown allowances are recognized as a credit to cost of sales upon the later of sale of
the individual units or receipt of the markdown allowance. Once granted, the Company recognizes volume rebates ratably over the period rebates are earned unless they are not reasonably estimable, in which case they are recognized when the milestones
are achieved. Only when achievement of the rebate appears probable does the Company recognize the credit over the milestone period. The rebates are recognized as a credit to cost of sales. Allowances from vendors for items such as shipping delays
and defective merchandise are recognized as a credit to cost of sales as the related specific merchandise is sold or marked out of stock.

Selling, General and Administrative Expenses Selling, general and administrative expenses include costs related to functions such as advertising, store operations expenses, corporate management,
marketing,



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administration, legal and accounting, among others. Such other costs include compensation expense, insurance costs, asset impairment charges, employment taxes, credit card fees, management
information systems operating costs, telephone and other communication charges, travel related expenses, professional and other consulting fees and utilities, among other costs.

Advertising Expense Advertising costs, which include newspaper, radio, and other media advertising, are expensed as incurred or at
the point of first broadcast or distribution. For fiscal 2010, 2009 and 2008, advertising costs were $49.5 million, $51.4 million and $58.8 million, respectively.

Store Closure CostsCosts related to closing the stores classified within continuing operations totaled $3.2 million for fiscal 2010 compared to $5.8 million for fiscal 2009. The company closed
five stores classified as continuing operations in fiscal 2010 compared to eight stores in fiscal 2009 and no continuing operations closures in fiscal 2008. The store closure costs for fiscal 2010 and fiscal 2009 primarily consist of lease exit
costs which are recorded at the time the store is closed as well as other costs related to closing the stores such as relocating and terminating employees.

Store Preopening Expenses Store preopening expenses include rent expense incurred prior to opening as well as grand opening advertising, labor, travel and hiring expenses and are expensed as
incurred.

Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration
of credit risk, consist principally of cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions. At times, such balances may be in excess of FDIC insurance limits.

Income TaxesIncome tax expense or benefit reflects the amount of taxes payable or refundable for the current year, the impact of
deferred tax liabilities and deferred tax assets, accrued interest on tax deficiencies and refunds and accrued penalties on tax deficiencies. Deferred income taxes represent future net tax effects resulting from temporary differences between the
financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded against deferred tax assets if there is doubt about the
realization of such assets in the future. The Company has recorded a full valuation allowance against its deferred tax assets for fiscal 2010, 2009 and 2008.

Tax positions are recognized when they are more likely than not to be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is more likely than not to be
realized upon settlement. The Company is subject to periodic audits by the Internal Revenue Service and state and local taxing authorities. These audits may challenge certain of the Companys tax positions such as the timing and amount of
income and deductions and the allocation of taxable income to various tax jurisdictions. The Company evaluates its tax positions and establishes liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. These
tax uncertainties are reviewed as facts and circumstances change and are adjusted accordingly. This requires significant management judgment in estimating final outcomes. Actual results could materially differ from these estimates and could
significantly affect the Companys effective tax rate and cash flows in future years.

Comprehensive Income/(Loss)
Comprehensive income/(loss) was the same as net income/(loss) for all periods presented.

Net Income/(Loss) per Share
Earnings/(Loss) Per Share (EPS) is computed and reported as both basic EPS and diluted EPS. Basic EPS is computed by dividing net income/(loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS is
computed by dividing net income/(loss) by the weighted-average number of common shares and dilutive common stock equivalents outstanding during the period. Diluted EPS reflects the potential dilution that could occur if options to purchase common
stock were exercised.



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New Accounting Pronouncements In January 2010, the Financial Accounting Standards
Board (FASB) issued guidance which amends and clarifies Accounting Standards Codification (ASC) 820-10, Fair Value Measurements. This updated guidance requires new disclosures for (1) transfers in and out of
Level 1 and Level 2 and reasons for such transfers; and (2) the separate presentation of purchases, sales, issuances and settlement in the Level 3 reconciliation. It also clarifies guidance around disaggregation and disclosures of inputs and
valuation techniques for Level 2 and Level 3 fair value measurements. The accounting standard update was effective for reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective
for periods beginning after December 15, 2010. The Companys adoption of the accounting standard update that was effective for reporting periods beginning after December 15, 2009 did not have a material impact on its consolidated
financial statements. The Company does not expect the adoption of the accounting standard update related to the Level 3 reconciliation disclosures to have a material impact on its consolidated financial statements.

Note 2. Accrued Store Closure and Lease Exit Costs

When stores under long-term leases close, the Company records a liability for the future minimum lease payments and related ancillary costs, net of estimated sublease income and discounted using a
risk-adjusted rate of interest. This liability is recorded at the time the store is closed and at the end of each quarter the Company adjusts the estimated liability balance based on actual sublease income and lease settlement agreements that
occurred during the period. Accrued store closure and lease exit costs also include costs related to closing the stores and relocating and terminating employees. Additional charges or recoveries related to the planned disposition of stores may be
incurred as a result of changes to managements current estimates and assumptions. The timing of future transactions and charges related to these store closures are subject to significant uncertainty, including the variability in future vacancy
periods, sublease income or negotiations with landlords regarding buy-out payments on leases.

Following is a summary of the
accrued store closure and lease exit costs of $6.6 million and $10.2 million on the Companys consolidated balance sheet as of January 29, 2011 and January 30, 2010, respectively (in thousands):



|                                                   |  |                  |        |   |                  |   |         |  
|-------------------------------------------------- |  | ---------------- | ------ | - | ---------------- | - | ------- | -
|                                                   |  | January 29, 2011 |        |   | January 30, 2010 |  
|Beginning Balance                                  |  | $                | 10,220 |   |                  | $ | 3,110   |  
|Lease exit costs, net of estimated sublease income |  |                  | 4,245  |   |                  |   | 18,844  |  
|Severance and closure costs                        |  |                  | 416    |   |                  |   | 1,552   |  
|Payments for leases and settlements                |  |                  | (7,827 | ) |                  |   | (11,851 | )
|Payments for severance and closure costs           |  |                  | (479   | ) |                  |   | (1,435  | )
|                                                   |  |                  |        |   |                  |   |         |  
|Ending Balance1                                    |  | $                | 6,575  |   |                  | $ | 10,220  |  
|                                                   |  |                  |        |   |                  |   |         |  



| | 1. | At January 29, 2011 and January 30, 2010, the reserve for store
closures includes $1.6 million and $2.8 million for stores that are classified within continuing operations and includes $5.0 million and $7.4 million for stores that are classified within discontinued operations, respectively.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Note 3. Discontinued Operations

During the third quarter of fiscal 2010, the Company closed one store in Wellington, Florida. Therefore, the consolidated statements of
operations for prior periods have been revised to present certain components as discontinued operations. In the first quarter of fiscal 2009, the Company closed 26 of its stores; 18 of which are classified within discontinued operations and in the
first quarter of fiscal 2008, the Company closed 13 stores that are classified within discontinued operations. The loss from discontinued operations includes the results for these stores and also includes charges related to the adjustment of
estimated lease exit costs net of estimated sublease income. Both the current and prior year results for these stores are classified as discontinued operations on the Companys consolidated statements of operations.

Also included in discontinued operations are the costs associated with closing the stores. These costs were approximately $1.6
million for fiscal 2010, $16.1 million for fiscal 2009 and $13.4 million in fiscal 2008. The recognition of the costs associated with closing the stores requires the Company to make judgments and estimates regarding the nature, timing, and amount of
costs, including estimated lease exit costs net of estimated sublease income, employee severance and various other costs related to the closure of stores.

Additional charges or recoveries related to the planned disposition of stores may be incurred as a result of changes to managements current estimates and assumptions. The timing of future
transactions and charges related to these store closures are subject to significant uncertainty, including the variability in future vacancy periods, and sublease income or negotiations with landlords regarding buy-out payments on leases.

Results from discontinued operations were as follows:



|                                                    |  |                 |        |   |                 |   |         |                 |  |   |         |  
|--------------------------------------------------- |  | --------------- | ------ | - | --------------- | - | ------- | --------------- |  | - | ------- | -
|(In thousands)                                      |  | January 29,2011 |        |   | January 30,2010 |   |         | January 31,2009 | 
|Store sales                                         |  | $               | 1,833  |   |                 | $ | 9,909   |                 |  | $ | 61,940  |  
|Costs and expenses:                                 |  |                 |        |   |                 |   |         |                 |  |   |         |  
|Cost of store sales and occupancy                   |  |                 | 1,425  |   |                 |   | 7,718   |                 |  |   | 47,638  |  
|Operating and administrative expenses1              |  |                 | 639    |   |                 |   | 4,747   |                 |  |   | 20,660  |  
|Lease exit costs, net of estimated sublease income1 |  |                 | 1,481  |   |                 |   | 14,040  |                 |  |   | 11,917  |  
|Severance and shutdown costs1                       |  |                 | 104    |   |                 |   | 560     |                 |  |   | 579     |  
|                                                    |  |                 |        |   |                 |   |         |                 |  |   |         |  
|Loss from discontinued operations, net of tax       |  | $               | (1,816 | ) |                 | $ | (17,156 | )               |  | $ | (18,854 | )
|                                                    |  |                 |        |   |                 |   |         |                 |  |   |         |  



| | 1. | Costs associated with store exit activities consisting primarily of estimated lease exit costs net of estimated sublease income, employee severance and various other
costs related to the store closures totaled $1.6 million for fiscal 2010, $16.1 million for fiscal 2009 and $13.4 million for fiscal 2008. For purposes of the table above, $1.5 million and $0.9 million of the costs associated with store exit
activities for fiscal 2009 and fiscal 2008, respectively, were included in operating and administrative expenses, as these costs related primarily to consulting and administrative services to close the stores.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 4. Property and Equipment

Property and equipment consist of the following:



|                                                  |  |                 |          |   |                 |   |          |  
|------------------------------------------------- |  | --------------- | -------- | - | --------------- | - | -------- | -
|(In thousands)                                    |  | January 29,2011 |          |   | January 30,2010 |  
|Building and leasehold improvements               |  | $               | 99,029   |   |                 | $ | 99,251   |  
|Facilities and land subject to sale and leaseback |  |                 | 115,056  |   |                 |   | 115,025  |  
|Furniture, fixtures, equipment and software       |  |                 | 128,698  |   |                 |   | 132,133  |  
|Facilities under capital leases                   |  |                 | 15,907   |   |                 |   | 15,907   |  
|                                                  |  |                 |          |   |                 |   |          |  
|Total                                             |  |                 | 358,690  |   |                 |   | 362,316  |  
|Less accumulated depreciation and amortization    |  |                 | (213,012 | ) |                 |   | (197,740 | )
|                                                  |  |                 |          |   |                 |   |          |  
|Property and equipment, net                       |  | $               | 145,678  |   |                 | $ | 164,576  |  
|                                                  |  |                 |          |   |                 |   |          |  



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Note 5. Other Assets

Other assets consist of the following:



|                                     |  |                 |        |   |                 |   |        |  
|------------------------------------ |  | --------------- | ------ | - | --------------- | - | ------ | -
|(In thousands)                       |  | January 29,2011 |        |   | January 30,2010 |  
|Lease rights and interests           |  | $               | 1,288  |   |                 | $ | 1,556  |  
|Other intangibles                    |  |                 | 1,956  |   |                 |   | 1,829  |  
|Prepaid rent                         |  |                 | 2,581  |   |                 |   | 2,581  |  
|Debt issuance costs  line of credit |  |                 | 2,622  |   |                 |   | 782    |  
|Other                                |  |                 | 1,227  |   |                 |   | 1,345  |  
|                                     |  |                 |        |   |                 |   |        |  
|Total                                |  |                 | 9,674  |   |                 |   | 8,093  |  
|Less accumulated amortization        |  |                 | (3,667 | ) |                 |   | (4,077 | )
|                                     |  |                 |        |   |                 |   |        |  
|Other assets, net                    |  | $               | 6,007  |   |                 | $ | 4,016  |  
|                                     |  |                 |        |   |                 |   |        |  

Note 6. Leases

The Company leases certain properties consisting of retail stores, distribution centers, corporate offices and equipment. Store leases typically contain initial terms and provisions for two to three
renewal options of five to ten years each. The retail stores, distribution centers and corporate office leases generally provide that the Company assumes the maintenance and all or a portion of the property tax obligations on the leased property.
Certain store leases also require contingent rent based on store revenues.

The minimum rental payments required under capital
leases (with interest rates ranging from 3.2% to 12.7%) and non-cancelable operating leases with a remaining lease term in excess of one year at January 29, 2011 are as follows:



|                                           |  |                |        |   |                  |   |         |       |  |   |         | 
|------------------------------------------ |  | -------------- | ------ | - | ---------------- | - | ------- | ----- |  | - | ------- | 
|(In thousands)                             |  | Capital Leases |        |   | Operating Leases |   |         | Total | 
|Fiscal year:                               |  |                |        |   |                  |   |         |       |  |   |         | 
|2011                                       |  | $              | 1,642  |   |                  | $ | 78,345  |       |  | $ | 79,987  | 
|2012                                       |  |                | 1,457  |   |                  |   | 70,997  |       |  |   | 72,454  | 
|2013                                       |  |                | 1,224  |   |                  |   | 60,989  |       |  |   | 62,213  | 
|2014                                       |  |                | 1,029  |   |                  |   | 49,367  |       |  |   | 50,396  | 
|2015                                       |  |                | 955    |   |                  |   | 36,969  |       |  |   | 37,924  | 
|Thereafter through the year 2040           |  |                | 6,522  |   |                  |   | 56,388  |       |  |   | 62,910  | 
|                                           |  |                |        |   |                  |   |         |       |  |   |         | 
|Minimum lease commitments                  |  |                | 12,829 |   |                  | $ | 353,055 |       |  | $ | 365,884 | 
|                                           |  |                |        |   |                  |   |         |       |  |   |         | 
|Less amount representing interest          |  |                | (5,943 | ) |                  |   |         |       |  |   |         | 
|                                           |  |                |        |   |                  |   |         |       |  |   |         | 
|Present value of capital lease obligations |  |                | 6,886  |   |                  |   |         |       |  |   |         | 
|Less current portion                       |  |                | (857   | ) |                  |   |         |       |  |   |         | 
|                                           |  |                |        |   |                  |   |         |       |  |   |         | 
|Long-term portion                          |  | $              | 6,029  |   |                  |   |         |       |  |   |         | 
|                                           |  |                |        |   |                  |   |         |       |  |   |         | 

Interest expense related to capital leases was $0.9 million, $0.9 million, and $1.0 million for
fiscal 2010, 2009, and 2008, respectively.



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Minimum and contingent rental expense under operating and capital leases and sublease rental
income is as follows:



|                                         |  |                   |        |   |                 |   |        |                 |  |   |        |  
|---------------------------------------- |  | ----------------- | ------ | - | --------------- | - | ------ | --------------- |  | - | ------ | -
|                                         |  | Fiscal Year Ended |       
|(In thousands)                           |  | January 29,2011   |        |   | January 30,2010 |   |        | January 31,2009 | 
|Operating leases:                        |  |                   |        |   |                 |   |        |                 |  |   |        |  
|Minimum rental expense                   |  | $                 | 74,594 |   |                 | $ | 78,050 |                 |  | $ | 80,974 |  
|Contingent rental expense                |  |                   | 189    |   |                 |   | 297    |                 |  |   | 90     |  
|Less sublease rental income              |  |                   | (541   | ) |                 |   | (407   | )               |  |   | (329   | )
|                                         |  |                   |        |   |                 |   |        |                 |  |   |        |  
|Total                                    |  | $                 | 74,242 |   |                 | $ | 77,940 |                 |  | $ | 80,735 |  
|                                         |  |                   |        |   |                 |   |        |                 |  |   |        |  
|Capital leasescontingent rental expense |  | $                 | 1,459  |   |                 | $ | 1,463  |                 |  | $ | 1,459  |  
|                                         |  |                   |        |   |                 |   |        |                 |  |   |        |  

Total minimum rental income to be received from non-cancelable sublease agreements through 2012 is
approximately $0.6 million.

Note 7. Long-term Debt and Revolving Lines of Credit

The Companys long-term debt as of January 29, 2011 and January 30, 2010 is summarized as follows:



|                                                           |  |                 |         |   |                 |   |         |  
|---------------------------------------------------------- |  | --------------- | ------- | - | --------------- | - | ------- | -
|(In thousands)                                             |  | January 29,2011 |         |   | January 30,2010 |  
|Obligations under sale and leaseback:                      |  |                 |         |   |                 |   |         |  
|California distribution centers                            |  | $               | 61,462  |   |                 | $ | 62,073  |  
|Virginia distribution center                               |  |                 | 51,270  |   |                 |   | 51,536  |  
|                                                           |  |                 |         |   |                 |   |         |  
|Total long-term debtdistribution center lease obligations |  |                 | 112,732 |   |                 |   | 113,609 |  
|                                                           |  |                 |         |   |                 |   |         |  
|Less current portion                                       |  |                 | (885    | ) |                 |   | (874    | )
|                                                           |  |                 |         |   |                 |   |         |  
|Long-term debtdistribution center lease obligations, net  |  | $               | 111,847 |   |                 | $ | 112,735 |  
|                                                           |  |                 |         |   |                 |   |         |  

Total long-term debtdistribution center lease obligations matures as follows:



|                                                           |  |   |         | 
|---------------------------------------------------------- |  | - | ------- | 
|(In thousands)                                             |  |   |        
|Fiscal year:                                               |  |   |         | 
|2011                                                       |  | $ | 885     | 
|2012                                                       |  |   | 929     | 
|2013                                                       |  |   | 992     | 
|2014                                                       |  |   | 1,060   | 
|2015                                                       |  |   | 1,134   | 
|Thereafter through the year 2046                           |  |   | 107,732 | 
|                                                           |  |   |         | 
|Total long-term debtdistribution center lease obligations |  | $ | 112,732 | 
|                                                           |  |   |         | 

In 2006, the Company entered into a sale-leaseback transaction with Inland Real Estate Acquisitions, Inc., a
third party real estate investment trust for its Stockton, California distribution center property. The Company accounted for the transaction as a financing whereby the net book value of the asset and the lease obligations remain on the
Companys consolidated balance sheet. The Company also recorded a financing, which is being amortized over the 34-year period of the lease (including option periods) and approximates the discounted value of minimum lease payments under the
leases. Monthly lease payments are accounted for as principal and interest payments (at an approximate annual rate of 7.2%) on the recorded obligation. As of January 29, 2011 the balance of the financing obligation was $24.5 million and
was included on the Companys consolidated balance sheet as long-term debt.



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In 2007, the Company entered into a sale-leaseback transaction with Inland Western Stockton
Airport Way II, L.L.C., a third party real estate investment company for another distribution center in Stockton, California located adjacent to its other distribution center. The Company accounted for the transaction as a financing whereby the
net book value of the asset and the lease obligations remain on the Companys consolidated balance sheet. The Company also recorded a financing obligation, which is being amortized over the 32-year and nine-month period of the lease (including
option periods) and approximates the discounted value of minimum lease payments under the lease. Monthly lease payments are accounted for as principal and interest payments (at an approximate annual rate of 8.4%) on the recorded obligation. As of
January 29, 2011, the balance of the financing obligation was approximately $37.0 million and was included on the Companys consolidated balance sheet as long-term debt.

In 2006, the Company entered into a sale-leaseback transaction with Inland Real Estate Acquisitions, Inc., for its Windsor, Virginia
distribution center property. The Company accounted for the transaction as a financing whereby the net book value of the asset and the lease obligations remain on the Companys consolidated balance sheet. The Company also recorded a financing
obligation, which is being amortized over the 40 year period of the lease (including option periods) and approximates the discounted value of minimum lease payments under the lease. Monthly lease payments are accounted for as principal and interest
payments (at an approximate annual rate of 8.5%) on the recorded obligation. As of January 29, 2011, the balance of the financing obligation was $51.3 million and was included on the Companys consolidated balance sheet as long-term
debt.



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On January 3, 2011, the Company entered into a secured five-year credit agreement with
a group of banks and Bank of America, N.A. as the administrative agent, collateral agent, swing line lender, and letter of credit issuer (the Credit Agreement). The Credit Agreement amended and extended the previous $200.0 million Credit
Agreement dated as of June 25, 2007 which was due to expire on June 25, 2012. The Credit Agreement allows for cash borrowings under a revolving loan and letters of credit under a secured asset-based credit facility of up to $190.0 million
as well as a $10.0 million term loan which was drawn on the effective date. The amount available for borrowing at any time is limited by a stated percentage of the aggregate amount of the liquidated value of eligible inventory and the face amount of
eligible credit card receivables. The Credit Agreement includes three options to increase the size of the asset-based credit facility by up to $50.0 million in the aggregate. All borrowings and letters of credit under the Credit Agreement are
collateralized by all assets presently owned or hereafter-acquired by the Company. Interest is paid in arrears monthly, quarterly, or over the applicable interest period as selected by the Company in the Revolving Loan Notice, with the entire
balance payable on January 3, 2016. Borrowings pursuant to the asset-based credit facility bear interest, at the Companys election, at a rate equal to either (i) the higher of Bank of Americas prime rate or the federal funds
effective rate plus an applicable margin; or (ii) the LIBOR rate plus an applicable margin. The applicable margin is based on the Companys Average Daily Availability (as defined in the Credit Agreement). In addition, the Company pays a
commitment fee on the unused portion of the amount available for borrowing as described in the Credit Agreement. The Credit Agreement includes limitations on the ability of the Company to, among other things, incur debt, grant liens, make
investments, enter into mergers and acquisitions, pay dividends, change its business, enter into transactions with affiliates, and dispose of assets. The events of default under the Credit Agreement include, among others, payment defaults, cross
defaults with certain other indebtedness, breaches of covenants, loss of collateral, judgments, changes in control, and bankruptcy events. In the event of a default, the Credit Agreement requires the Company to pay incremental interest at the rate
of 2.0% and the lenders may, among other remedies, foreclose on the security (which could include the sale of the Companys inventory), eliminate their commitments to make credit available, declare due all unpaid principal amounts outstanding,
and require cash collateral for any letter of credit obligations. In addition, in the event of a default or if the Companys Availability (as defined in the Credit Agreement) is not equal to the greater of either $20.0 million or 15% of the
loan cap under the asset-based credit facility, the Company will be subject to additional restrictions, including specific restrictions with respect to its cash management procedures.

The Company intends to use the borrowings under the Credit Agreement for working capital, issuance of commercial and standby letters of
credit, capital expenditures, and other general corporate purposes. As of January 29, 2011, the Company was in compliance with its loan covenant requirements, had $25.4 million in borrowings (including the $10.0 million term loan) and $10.8
million in outstanding letters of credit, and had remaining credit available under the Credit Agreement of $92.8 million. The Company classified its borrowings at the end of fiscal 2010 as a current liability because it intends to pay down its
asset-based credit facility to zero within the next 12 months. The Companys business is highly seasonal, reflecting the general pattern associated with the retail industry of peak sales and earnings during the fourth quarter holiday season,
therefore borrowings under the line of credit often peak during the beginning of the fourth quarter.



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The borrowing base, based on inventory and accounts receivable value less certain reserves,
at January 29, 2011 and at January 30, 2010 consisted of the following (in millions):



|                                                                                    |  |                 |       |   |                 |   |       |  
|----------------------------------------------------------------------------------- |  | --------------- | ----- | - | --------------- | - | ----- | -
|                                                                                    |  | January 29,2011 |       |   | January 30,2010 |  
|Account receivable availability                                                     |  | $               | 6.5   |   |                 | $ | 6.0   |  
|Inventory availability                                                              |  |                 | 132.9 |   |                 |   | 130.0 |  
|Less: reserves                                                                      |  |                 | (10.4 | ) |                 |   | (9.7  | )
|                                                                                    |  |                 |       |   |                 |   |       |  
|Total borrowing base                                                                |  | $               | 129.0 |   |                 | $ | 126.3 |  
|                                                                                    |  |                 |       |   |                 |   |       |  
|                                                                                   
|The aggregate borrowing base is reduced by the following obligations (in millions): | 
|Ending loan balance                                                                 |  | $               | 25.4  |   |                 | $ | 48.5  |  
|Outstanding letters of credit                                                       |  |                 | 10.8  |   |                 |   | 12.9  |  
|                                                                                    |  |                 |       |   |                 |   |       |  
|Total obligations                                                                   |  | $               | 36.2  |   |                 | $ | 61.4  |  
|                                                                                    |  |                 |       |   |                 |   |       |  
|                                                                                   
|The availability at January 29, 2011 and at January 30, 2010 was (in millions):     | 
|Total borrowing base                                                                |  | $               | 129.0 |   |                 | $ | 126.3 |  
|Less: obligations                                                                   |  |                 | (36.2 | ) |                 |   | (61.4 | )
|                                                                                    |  |                 |       |   |                 |   |       |  
|Total availability                                                                  |  | $               | 92.8  |   |                 | $ | 64.9  |  
|                                                                                    |  |                 |       |   |                 |   |       |  

Note 8. Fair Value Measurements

The accounting guidance for fair value measurements prioritizes inputs used in measuring fair value. The tiers include:

Level 1Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;

Level 3Unobservable inputs which are supported by little or no market activity.

The fair value of impaired long-lived assets and the initial estimates of store lease exit costs were measured at fair value on a nonrecurring basis using Level 3 inputs as defined in the fair value
hierarchy. Fair value of long-lived assets and store lease exit costs are determined by estimating the amount and timing of net future cash flows (including rental expense for leased properties, sublease rental income, common area maintenance costs
and real estate taxes) and discounting them using a risk-adjusted rate of interest. The Company estimates future cash flows based on its experience and knowledge of the market in which the store is located and, when necessary, uses real estate
brokers.

During fiscal 2010, the Company did not record any non-cash impairment charges for the write-down of store assets to
fair value compared to a $0.8 million non-cash impairment charge for the write-down of store assets to fair value in four underperforming stores during fiscal 2009. There were no impairments related to financial assets during fiscal 2010 or fiscal
2009.



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Note 9. Income Taxes

The provision (benefit) for income taxes consists of the following:



|                                     |  |                   |     |  |                 |   |         |                 |  |   |        |  
|------------------------------------ |  | ----------------- | --- |  | --------------- | - | ------- | --------------- |  | - | ------ | -
|                                     |  | Fiscal Year Ended |    
|(In thousands)                       |  | January 29,2011   |     |  | January 30,2010 |   |         | January 31,2009 | 
|Current:                             |  |                   |     |  |                 |   |         |                 |  |   |        |  
|Federal                              |  | $                 |    |  |                 | $ | (12,981 | )               |  | $ | (848   | )
|State                                |  |                   | 876 |  |                 |   | 243     |                 |  |   | (357   | )
|                                     |  |                   |     |  |                 |   |         |                 |  |   |        |  
|Total current                        |  |                   | 876 |  |                 |   | (12,738 | )               |  |   | (1,205 | )
|                                     |  |                   |     |  |                 |   |         |                 |  |   |        |  
|Deferred - Federal                   |  |                   |    |  |                 |   |        |                 |  |   | 1,963  |  
|                                     |  |                   |     |  |                 |   |         |                 |  |   |        |  
|Provision (benefit) for income taxes |  | $                 | 876 |  |                 | $ | (12,738 | )               |  | $ | 758    |  
|                                     |  |                   |     |  |                 |   |         |                 |  |   |        |  

The differences between the U.S. federal statutory tax rate and the Companys effective tax rate are as
follows:



|                                                                                           |  |                   |       |   |                 |  |       |                 |  |  |       |   
|------------------------------------------------------------------------------------------ |  | ----------------- | ----- | - | --------------- |  | ----- | --------------- |  |  | ----- | --
|                                                                                           |  | Fiscal Year Ended |      
|                                                                                           |  | January 29,2011   |       |   | January 30,2010 |  |       | January 31,2009 | 
|U.S. federal statutory tax rate                                                            |  |                   | 35.0  | % |                 |  | (35.0 | )%              |  |  | (35.0 | )%
|State income taxes, including valuation allowance (net of U.S. federal income tax benefit) |  |                   | 33.2  |   |                 |  | (3.0  | )               |  |  | (3.9  | ) 
|Non-deductible expenses                                                                    |  |                   | 2.5   |   |                 |  | 0.1   |                 |  |  | 0.1   |   
|Other                                                                                      |  |                   | 1.2   |   |                 |  | 0.2   |                 |  |  | (0.6  | ) 
|Valuation allowance                                                                        |  |                   | (48.8 | ) |                 |  | 21.0  |                 |  |  | 40.1  |   
|                                                                                           |  |                   |       |   |                 |  |       |                 |  |  |       |   
|Effective income tax rate (benefit)                                                        |  |                   | 23.1  | % |                 |  | (16.7 | )%              |  |  | 0.7   | % 
|                                                                                           |  |                   |       |   |                 |  |       |                 |  |  |       |   

Significant components of the Companys deferred tax assets and liabilities are as follows:



|                                                                     |  |                    |         |   |                        |   |        |                    |  |   |                        |   |  |                    |        |  |                        |   |         |   |  |   |        | 
|-------------------------------------------------------------------- |  | ------------------ | ------- | - | ---------------------- | - | ------ | ------------------ |  | - | ---------------------- | - |  | ------------------ | ------ |  | ---------------------- | - | ------- | - |  | - | ------ | 
|                                                                     |  | Fiscal Year Ended  |        
|(In thousands)                                                       |  | January 29, 2011   |         |   | January 30, 2010       |   |        | January 31, 2009   | 
|                                                                     |  | DeferredTax Assets |         |   | DeferredTaxLiabilities |   |        | DeferredTax Assets |  |   | DeferredTaxLiabilities |   |  | DeferredTax Assets |        |  | DeferredTaxLiabilities |  
|Capitalized inventory costs                                          |  | $                  |        |   |                        | $ | 1,852  |                    |  | $ |                       |   |  | $                  | 1,943  |  |                        | $ |        |   |  | $ | 5,429  | 
|Trade discounts                                                      |  |                    |        |   |                        |   | 1,970  |                    |  |   |                       |   |  |                    | 1,506  |  |                        |   |        |   |  |   | 954    | 
|Prepaid expenses                                                     |  |                    |        |   |                        |   | 624    |                    |  |   |                       |   |  |                    | 751    |  |                        |   |        |   |  |   | 752    | 
|Deferred rent                                                        |  |                    | 10,374  |   |                        |   |       |                    |  |   | 11,164                 |   |  |                    |       |  |                        |   | 13,155  |   |  |   |       | 
|Capital leases and facilities and land subject to sale and leaseback |  |                    | 47,720  |   |                        |   |       |                    |  |   | 48,159                 |   |  |                    |       |  |                        |   | 48,579  |   |  |   |       | 
|Lease rights                                                         |  |                    |        |   |                        |   | 185    |                    |  |   |                       |   |  |                    | 199    |  |                        |   |        |   |  |   | 216    | 
|Depreciation                                                         |  |                    |        |   |                        |   | 32,536 |                    |  |   |                       |   |  |                    | 38,787 |  |                        |   |        |   |  |   | 43,776 | 
|Credit and net operating loss carryforwards                          |  |                    | 53,570  |   |                        |   |       |                    |  |   | 58,446                 |   |  |                    |       |  |                        |   | 47,437  |   |  |   |       | 
|Deductible reserves and other                                        |  |                    | 12,010  |   |                        |   |       |                    |  |   | 10,835                 |   |  |                    |       |  |                        |   | 9,989   |   |  |   |       | 
|State taxes                                                          |  |                    |        |   |                        |   | 8,259  |                    |  |   |                       |   |  |                    | 7,653  |  |                        |   |        |   |  |   | 6,229  | 
|                                                                     |  |                    |         |   |                        |   |        |                    |  |   |                        |   |  |                    |        |  |                        |   |         |   |  |   |        | 
|Subtotal                                                             |  |                    | 123,674 |   |                        |   | 45,426 |                    |  |   | 128,604                |   |  |                    | 50,839 |  |                        |   | 119,160 |   |  |   | 57,356 | 
|Valuation allowance                                                  |  |                    | (78,248 | ) |                        |   |       |                    |  |   | (77,765                | ) |  |                    |       |  |                        |   | (61,804 | ) |  |   |       | 
|                                                                     |  |                    |         |   |                        |   |        |                    |  |   |                        |   |  |                    |        |  |                        |   |         |   |  |   |        | 
|Total                                                                |  | $                  | 45,426  |   |                        | $ | 45,426 |                    |  | $ | 50,839                 |   |  | $                  | 50,839 |  |                        | $ | 57,356  |   |  | $ | 57,356 | 
|                                                                     |  |                    |         |   |                        |   |        |                    |  |   |                        |   |  |                    |        |  |                        |   |         |   |  |   |        | 



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At January 29, 2011, and at January 30, 2010, the Company had California state
enterprise zone credit carryforwards of $8.1 million and $8.2 million, respectively, which have no expiration date but require taxable income in the enterprise zone to be realizable. The Company also had federal net operating loss carryforwards (tax
effected) of $35.2 million and $40.5 million, respectively. The federal net operating loss will begin expiring in 2026. State net operating loss carryforwards (tax effected) of $10.9 million at January 29, 2011 and $10.8 million at
January 30, 2010 will expire between 2012 and 2030.

Section 382 of the Internal Revenue Service Code (Section
382) imposes limitations on a corporations ability to utilize its net operating losses (NOL) if it experiences an ownership change. In general terms, an ownership change results from transactions increasing the
ownership of certain existing stockholders and, or, new stockholders in the stock of a corporation by more than 50 percentage points during a three year testing period. Any unused NOL resulting from an annual limitation may be carried over to later
years, and the amount of the limitation may, under certain circumstances, be increased to reflect both recognized and deemed recognized built-in gains that occur during the sixty-month period after the ownership change. Based on our
analysis to date, we believe we have undergone an ownership change, which may affect the timing of the Companys ability to utilize its NOL. However, the resulting limitation does not affect the Companys ability to utilize its NOL for the
fiscal year ended January 29, 2011.

Significant management judgment is required to determine the provision for income
taxes, deferred tax assets and liabilities and any valuation allowance to be recorded against deferred tax assets. Management evaluates all available evidence to determine whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. A valuation allowance is established to reduce the deferred tax assets to the amounts expected to be realized. In fiscal year 2007, the Company established a valuation allowance of $20.1 million against its deferred
tax assets. In fiscal years 2010, 2009 and 2008, the valuation allowance was increased by $0.5 million, $16.0 million and $41.7 million, respectively. The valuation allowance is subject to adjustment based on the Companys assessment of its
future taxable income and may be wholly or partially reversed in future years.



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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as
follows:



|                                                            |  |                   |       |   |                 |   |       |                 |  |   |       |  
|----------------------------------------------------------- |  | ----------------- | ----- | - | --------------- | - | ----- | --------------- |  | - | ----- | -
|                                                            |  | Fiscal Year Ended |      
|(In thousands)                                              |  | January 29,2011   |       |   | January 30,2010 |   |       | January 31,2009 | 
|Unrecognized tax benefitsbeginning balance                 |  | $                 | 1,927 |   |                 | $ | 2,053 |                 |  | $ | 2,024 |  
|Gross increase/(decrease) for tax positions of prior years  |  |                   | (19   | ) |                 |   | 211   |                 |  |   | 868   |  
|Gross increase/(decrease) for tax positions of current year |  |                   | 131   |   |                 |   | (45   | )               |  |   | 46    |  
|Settlements                                                 |  |                   | (51   | ) |                 |   |      |                 |  |   |      |  
|Lapse of statute of limitations                             |  |                   | (559  | ) |                 |   | (292  | )               |  |   | (885  | )
|                                                            |  |                   |       |   |                 |   |       |                 |  |   |       |  
|Unrecognized tax benefitsending balance                    |  | $                 | 1,429 |   |                 | $ | 1,927 |                 |  | $ | 2,053 |  
|                                                            |  |                   |       |   |                 |   |       |                 |  |   |       |  

At January 29, 2011, January 30, 2010 and January 31, 2009, the Company had $1.4
million, $1.9 million and $2.1 million, respectively, in unrecognized tax benefits, the recognition of which would have an impact of $282,000, $316,000 and $338,000, respectively, on the Companys income tax provision. At January 29, 2011,
it is reasonably possible that the total amounts of unrecognized tax benefits would decrease by $377,500 within the next 12 months due to the expiration of statutes of limitations.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. At January 29,
2011, the Company had accrued $178,000 and $1,000, at January 30, 2010, the Company had accrued $177,000 and $6,000 and at January 31, 2009 the Company had accrued $168,000 and $6,000 for potential payment of interest and penalties,
respectively.

As of January 29, 2011, the Company is subject to U.S. federal income tax examinations for tax years 2003
and forward, and is subject to state and local tax examinations for the tax years 2003 and forward.

Note 10. Equity and Stock Compensation
Plans

OptionsAs of January 29, 2011, the Company had options outstanding under three stock option plans; the
1995 Stock Option Plan (1995 Plan), the 2004 Stock Plan (2004 Plan), and the 1996 Director Stock Option Plan (Director Option Plan, collectively, the Companys Stock Plans) and as of
January 29, 2011, there were 1,848,206 shares of commons stock available for future grant under the Companys stock plans.

The 1995 Plan permitted the granting of options to employees and directors to purchase at fair market value as of the date of grant up to 5,968,006 shares of common stock, less the aggregate number of
shares related to options granted and outstanding under the 1994 Plan (821,120 shares). Options are exercisable over 10 years and vest as determined by the Board of Directors, generally over three or four years. The 1995 Plan was terminated in
November 2005.

The 2004 Plan was approved by the Board of Directors and shareholders in fiscal 2004 and was last amended by
the shareholders in June 2009. The 2004 Stock Plan permits the granting of up to 4,300,000 shares. Under the 2004 Plan, incentive stock options must be granted at fair market value as of the grant date and non-statutory options may be granted at 25%
to 100% of the fair market value on the grant date. The number of shares of common stock available for issuance under the 2004 Plan increased by 1,000,000 in 2006 and 1,500,000 in 2009. All increases were approved by the Board of Directors and
shareholders and are included in the share count above. Options are exercisable over a maximum term of 10 years and vest as determined by the Board of Directors. The 2004 Plan also includes the ability to grant restricted stock, stock appreciation
rights, performance shares, and deferred stock units.



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The Director Option Plan was approved by the Board of Directors and shareholders in fiscal
1996, and was last amended by the shareholders in June 2009. The 1996 Director Option Plan permits the granting of options for up to 1,003,675 shares of common stock to non-employee directors at fair market value as of the date of grant. Options are
exercisable over a maximum term of 10 years and vest as determined by the Board of Directors. The number of shares of common stock reserved for issuance under the Director Option Plan increased by 150,000 in 2002, 100,000 in 2004, 200,000 in 2006
and 300,000 in 2009. All increases were approved by the Board of Directors and shareholders and are included in the share count above.

A summary of activity under the Companys option plans is set forth below:



|                                             |  |         |           |   |                                        |   |       |                                         |  |  |                                        |  |  |   |        | 
|-------------------------------------------- |  | ------- | --------- | - | -------------------------------------- | - | ----- | --------------------------------------- |  |  | -------------------------------------- |  |  | - | ------ | 
|                                             |  | Options |           |   | WeightedAverageExercise PricePer Share |   |       | WeightedAverageRemainingContractualTerm |  |  | AggregateIntrinsic Value(In thousands) | 
|Outstanding, January 30, 2010                |  |         | 3,129,007 |   |                                        | $ | 12.06 |                                         |  |  | 4.1                                    |  |  | $ | 198    | 
|Granted                                      |  |         | 836,500   |   |                                        |   | 4.85  |                                         |  |  |                                        | 
|Cancelled or expired                         |  |         | (228,642  | ) |                                        |   | 14.97 |                                         |  |  |                                        | 
|                                             |  |         |           |   |                                        |   |       |                                         |  |  |                                        |  |  |   |        | 
|Outstanding, January 29, 2011                |  |         | 3,736,865 |   |                                        | $ | 10.27 |                                         |  |  | 4.0                                    |  |  | $ | 12,624 | 
|                                             |  |         |           |   |                                        |   |       |                                         |  |  |                                        |  |  |   |        | 
|Vested or expected to vest, January 29, 2011 |  |         | 3,171,051 |   |                                        | $ | 11.48 |                                         |  |  | 3.8                                    |  |  | $ | 9,645  | 
|Exercisable, January 29, 2011                |  |         | 1,842,240 |   |                                        | $ | 17.31 |                                         |  |  | 2.5                                    |  |  | $ | 2,616  | 

The aggregate
intrinsic value in the table above is the difference between the market value of the Companys common stock on the last day of business for the period indicated and the exercise price of in-the-money shares. There were no stock options
exercised during fiscal 2010.

The following table summarizes information about the weighted-average remaining contractual
life (in years) and the weighted-average exercise prices for stock options both outstanding and exercisable as of January 29, 2011:



|                                |  |                     |           |  |                      |  |     |                               |  |   |                 |  |  |                               |           |  |  |   |       | 
|------------------------------- |  | ------------------- | --------- |  | -------------------- |  | --- | ----------------------------- |  | - | --------------- |  |  | ----------------------------- | --------- |  |  | - | ----- | 
|                                |  | Options Outstanding |           |  | Options Exercisable  | 
|Actual Range of Exercise Prices |  | NumberOutstanding   |           |  | RemainingLife (Yrs.) |  |     | Weighted-AverageExercisePrice |  |   | Number ofShares |  |  | Weighted-AverageExercisePrice |          
|$  0.00  $  3.00               |  |                     | 724,500   |  |                      |  | 5.1 |                               |  | $ | 0.94            |  |  |                               | 81,000    |  |  | $ | 1.19  | 
|3.01      4.00                 |  |                     | 701,000   |  |                      |  | 4.1 |                               |  |   | 3.61            |  |  |                               | 352,750   |  |  |   | 3.61  | 
|4.01      5.00                 |  |                     | 892,000   |  |                      |  | 6.2 |                               |  |   | 4.80            |  |  |                               | 49,500    |  |  |   | 4.21  | 
|8.00    10.00                  |  |                     | 241,500   |  |                      |  | 3.3 |                               |  |   | 9.38            |  |  |                               | 181,125   |  |  |   | 9.38  | 
|15.01    25.00                 |  |                     | 779,865   |  |                      |  | 1.5 |                               |  |   | 20.00           |  |  |                               | 779,865   |  |  |   | 20.00 | 
|25.01    38.50                 |  |                     | 398,000   |  |                      |  | 2.1 |                               |  |   | 32.69           |  |  |                               | 398,000   |  |  |   | 32.69 | 
|                                |  |                     |           |  |                      |  |     |                               |  |   |                 |  |  |                               |           |  |  |   |       | 
|$  0.00  $38.50                |  |                     | 3,736,865 |  |                      |  | 4.0 |                               |  | $ | 10.27           |  |  |                               | 1,842,240 |  |  | $ | 17.31 | 
|                                |  |                     |           |  |                      |  |     |                               |  |   |                 |  |  |                               |           |  |  |   |       | 

Share-based compensation expense recognized during the period is based on the value of the portion
of share-based payment awards that is ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company recognized share-based compensation expense of $1.5 million in fiscal 2010 compared to $1.2 million in fiscal 2009 and $1.4
million in fiscal 2008. Share-based compensation expense is included as a component of selling, general and administrative expenses. At the end of fiscal 2010, there was $1.7 million of total unrecognized compensation cost related to nonvested
share-based payments that is expected to be recognized over a weighted-average period of approximately 1.3 years.



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The following table presents the weighted-average fair value per share of options granted
during fiscal 2010, 2009 and 2008 and the weighted-average assumptions used in the Black-Scholes-Merton option pricing model to value the stock options on the date of the grant:



|                                                         |  |                   |      |   |                 |   |      |                 |  |   |      |  
|-------------------------------------------------------- |  | ----------------- | ---- | - | --------------- | - | ---- | --------------- |  | - | ---- | -
|                                                         |  | Fiscal Year Ended |     
|                                                         |  | January 29,2011   |      |   | January 30,2010 |   |      | January 31,2009 | 
|Weighted-average fair value per share of options granted |  | $                 | 3.37 |   |                 | $ | 0.57 |                 |  | $ | 1.67 |  
|Expected dividend rate                                   |  |                   |     |   |                 |   |     |                 |  |   |     |  
|Volatility                                               |  |                   | 94.1 | % |                 |   | 83.3 | %               |  |   | 55.9 | %
|Risk-free interest rate                                  |  |                   | 2.0  | % |                 |   | 1.8  | %               |  |   | 2.4  | %
|Expected lives (years)                                   |  |                   | 4.5  |   |                 |   | 4.5  |                 |  |   | 4.8  |  

The fair value of
each option grant was estimated using the Black-Scholes option-pricing model. The Company used its historical stock price volatility for a period approximating the expected life as the basis for its expected volatility assumption. The expected life
of stock options represents the weighted-average period the stock options are expected to remain outstanding. The Company has adopted the simplified method in determining expected life for its stock option awards because its historical exercise data
does not adequately estimate the expected term. The expected dividend yield assumption is based on the Companys history of zero dividend payouts and the expectation that no dividends will be paid in the foreseeable future. The risk-free
interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with a term equivalent to the expected life of the stock option.

Note 11. Employee Benefit Plans

The Company has a 401(k) plan for
employees who meet certain service and age requirements. During fiscal 2010, participants could contribute the lesser of 60% of their annual base salary or $16,500, and participants age 50 or older could contribute an additional catch-up deferral
amount of up to $5,500 per year. Effective March 1, 2010, the Company set a 3% deferral limit on the 401(k) plan for highly compensated employees (an employee who in the preceding year (look-back year) had compensation in excess of $110,000 as
indexed (IRC Section 414(q)(3)). Effective March 1, 2009, the Company suspended the employer matching. Prior to this, the Company matched 100% of employee contributions up to the first 3% of base salary and matched 50% of employee
contributions in excess of 3% of base salary up to a maximum of 5% of base salary. The Company did not make any contributions in fiscal 2010 and contributed approximately $116,000 in fiscal 2009 and $1,640,000 in fiscal 2008.

Note 12. Commitments and Contingencies

The Company is involved in litigation, claims and assessments incidental to its business, the disposition of which is not expected to have a material effect on the Companys financial position or
results of operations. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in the Companys assumptions related to these matters. The Company accrues
its best estimate of the probable cost for the resolution of claims. When appropriate, such estimates are developed in consultation with outside counsel handling these matters and are based upon a combination of litigation and settlement strategies.
To the extent additional information arises or the Companys strategies change, it is possible that the Companys best estimate of its probable liability in these matters may change.

Note 13. Earnings per Share

Basic earnings/(loss) per share (EPS) is computed by dividing net income/(loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing
net income/(loss) by the weighted-average number of common shares and dilutive common stock equivalents outstanding during the



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period. Diluted EPS reflects the potential dilution that could occur if options to purchase common stock were exercised.

The following is a reconciliation of the weighted-average number of shares (in thousands) used in the Companys basic and diluted per share computations:



|                  |  |           |        |   |                                                        |   |      |             |  |  |        |  
|----------------- |  | --------- | ------ | - | ------------------------------------------------------ | - | ---- | ----------- |  |  | ------ | -
|Fiscal Year Ended |  | Basic EPS |        |   | Effect of DilutiveStock
Options(treasury stock method) |   |      | Diluted EPS | 
|January 29, 2011  |  |           |        |   |                                                        |   |      |             |  |  |        |  
|Shares            |  |           | 22,087 |   |                                                        |   | 534  |             |  |  | 22,621 |  
|Earnings          |  |           | $0.13  |   |                                                        | $ | 0.00 |             |  |  | $0.13  |  
|                  |  |           |       
|January 30, 2010  |  |           |        |   |                                                        |   |      |             |  |  |        |  
|Shares            |  |           | 22,087 |   |                                                        |   |     |             |  |  | 22,087 |  
|Loss              |  |           | ($2.87 | ) |                                                        | $ | 0.00 |             |  |  | ($2.87 | )
|                  |  |           |       
|January 31, 2009  |  |           |        |   |                                                        |   |      |             |  |  |        |  
|Shares            |  |           | 22,087 |   |                                                        |   |     |             |  |  | 22,087 |  
|Loss              |  |           | ($4.65 | ) |                                                        | $ | 0.00 |             |  |  | ($4.65 | )

Certain options to
purchase common stock were outstanding but were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. For the fiscal years ended January 29, 2011, January 30, 2010, and January 31,
2009 there were anti-dilutive options of 1,988,586; 3,129,007 and 3,113,068, respectively.

Note 14. Quarterly Information (unaudited)

The following tables set forth the Companys unaudited quarterly operating results for the eight most recent
quarterly periods:



|                                                                        |  |                       |         |   |              |   |         |                 |  |   |                 |   |  |   |         |  
|----------------------------------------------------------------------- |  | --------------------- | ------- | - | ------------ | - | ------- | --------------- |  | - | --------------- | - |  | - | ------- | -
|                                                                        |  | Fiscal Quarters Ended |        
|(In thousands, except per share data)                                   |  | May 1,2010            |         |   | July 31,2010 |   |         | October 30,2010 |  |   | January 29,2011 |  
|Net sales                                                               |  | $                     | 188,637 |   |              | $ | 191,795 |                 |  | $ | 194,569         |   |  | $ | 341,563 |  
|Gross profit                                                            |  |                       | 57,528  |   |              |   | 60,673  |                 |  |   | 59,780          |   |  |   | 112,964 |  
|Net income/(loss) from continuing operations                            |  |                       | (10,085 | ) |              |   | (6,619  | )               |  |   | (7,397          | ) |  |   | 28,775  |  
|Net loss from discontinued operations                                   |  |                       | (226    | ) |              |   | (364    | )               |  |   | (948            | ) |  |   | (278    | )
|Net income/(loss)                                                       |  |                       | (10,311 | ) |              |   | (6,983  | )               |  |   | (8,345          | ) |  |   | 28,497  |  
|Net income/(loss) per weighted-average share from continuing operations |  |                       |         |   |              |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                   |  | $                     | (0.46   | ) |              | $ | (0.30   | )               |  | $ | (0.34           | ) |  | $ | 1.30    |  
|Diluted                                                                 |  | $                     | (0.46   | ) |              | $ | (0.30   | )               |  | $ | (0.34           | ) |  | $ | 1.24    |  
|Net loss per weighted-average share from discontinued operations        |  |                       |         |   |              |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                   |  | $                     | (0.01   | ) |              | $ | (0.02   | )               |  | $ | (0.04           | ) |  | $ | (0.01   | )
|Diluted                                                                 |  | $                     | (0.01   | ) |              | $ | (0.02   | )               |  | $ | (0.04           | ) |  | $ | (0.01   | )
|Net income/(loss) per weighted-average share                            |  |                       |         |   |              |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                   |  | $                     | (0.47   | ) |              | $ | (0.32   | )               |  | $ | (0.38           | ) |  | $ | 1.29    |  
|Diluted                                                                 |  | $                     | (0.47   | ) |              | $ | (0.32   | )               |  | $ | (0.38           | ) |  | $ | 1.23    |  



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|                                                                          |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         | 
|------------------------------------------------------------------------- |  | --------------------- | ------- | - | ------------- | - | ------- | --------------- |  | - | --------------- | - |  | - | ------- | 
|                                                                          |  | Fiscal Quarters Ended |        
|(In thousands, except per share data)                                     |  | May 2,2009            |         |   | August 1,2009 |   |         | October 31,2009 |  |   | January 30,2010 |  
|Net sales                                                                 |  | $                     | 183,708 |   |               | $ | 182,882 |                 |  | $ | 181,415         |   |  | $ | 319,040 | 
|Gross profit                                                              |  |                       | 47,813  |   |               |   | 47,945  |                 |  |   | 45,888          |   |  |   | 87,548  | 
|Net income/(loss) from continuing operations                              |  |                       | (25,307 | ) |               |   | (19,711 | )               |  |   | (22,147         | ) |  |   | 21,002  | 
|Net income/(loss) from discontinued operations                            |  |                       | (16,272 | ) |               |   | (1,052  | )               |  |   | 90              |   |  |   | 78      | 
|Net income/(loss)                                                         |  |                       | (41,579 | ) |               |   | (20,763 | )               |  |   | (22,057         | ) |  |   | 21,080  | 
|Net income/(loss) per weighted-average share from continuing operations   |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         | 
|Basic                                                                     |  | $                     | (1.14   | ) |               | $ | (0.89   | )               |  | $ | (1.00           | ) |  | $ | 0.95    | 
|Diluted                                                                   |  | $                     | (1.14   | ) |               | $ | (0.89   | )               |  | $ | (1.00           | ) |  | $ | 0.95    | 
|Net income/(loss) per weighted-average share from discontinued operations |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         | 
|Basic                                                                     |  | $                     | (0.74   | ) |               | $ | (0.05   | )               |  | $ | 0.00            |   |  | $ | 0.00    | 
|Diluted                                                                   |  | $                     | (0.74   | ) |               | $ | (0.05   | )               |  | $ | 0.00            |   |  | $ | 0.00    | 
|Net income/(loss) per weighted-average share                              |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         | 
|Basic                                                                     |  | $                     | (1.88   | ) |               | $ | (0.94   | )               |  | $ | (1.00           | ) |  | $ | 0.95    | 
|Diluted                                                                   |  | $                     | (1.88   | ) |               | $ | (0.94   | )               |  | $ | (1.00           | ) |  | $ | 0.95    | 



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|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of
Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief
financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Exchange Act) as of the end of
the period covered by this Annual Report. Based on this evaluation, the Companys principal executive officer and its principal financial officer have concluded that the Companys disclosure controls and procedures are effective to ensure
that information it is required to disclose in reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to its management, including its principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting

There was no change in the Companys internal control over financial reporting that occurred during the quarter ended January 29, 2011 that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Securities and Exchange Act of 1934. The Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. The Companys internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial
statements.

Our management conducted an evaluation of the effectiveness of its internal control over financial reporting
based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. A system of internal control over financial reporting has inherent limitations and may not
prevent or detect misstatements. Further, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions and that the degree of compliance with policies or
procedures may change over time. Based on this evaluation, our management concluded that the Companys internal control over financial reporting was effective as of January 29, 2011.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on our internal
control over financial reporting. Their report is included on page 30 in Item 8 of this Annual Report on Form 10-K.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None



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PART III

Information called for by Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K has been omitted as the Company intends to file with the SEC no later than May 27, 2011; a
definitive Proxy Statement pursuant to Regulation 14A promulgated under the Exchange Act. Such information will be set forth in such Proxy Statement and is incorporated herein by reference.



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE MATTERS
|-------- | --------------------------------------------------------------------------------

Information regarding (i) the Companys directors, (ii) compliance with Section 16(a) of the Securities Exchange Act
of 1934, as amended, as well as (iii) any material changes to procedures by which security holders may recommend nominees to the Companys board of directors, standing audit committee and audit committee financial expert are incorporated
herein by reference to the sections entitled Proposal One: Election of Directors, Section 16(a) Beneficial Ownership Reporting Compliance, and Corporate Governance, respectively, in our Proxy Statement for the
Companys 2011 Annual Meeting of Shareholders. The information required by this item concerning executive officers is incorporated herein by reference to the section entitled Executive Officers of the Registrant at the end of Part I
of this Annual Report on Form 10-K.

The Company has adopted a Code of Ethics for Principal Executive and Senior Financial
Officers, which is listed as an exhibit to this Annual Report on Form 10-K. The policy applies to the Companys Chief Executive Officer and the Chief Financial Officer.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information required by this item is incorporated herein by reference to the sections entitled Compensation Discussion and
Analysis and Executive Compensation, Compensation Tables, Compensation Committee Report, Compensation Committee Interlocks and Insider Participation, and Corporate Governance  Director
Compensation, each of which is in the Proxy Statement for the Companys 2011 Annual Meeting of Shareholders.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The information required by this item is incorporated herein by reference to the sections entitled Compensation Tables and
Security Ownership of Certain Beneficial Owners and Management in the Proxy Statement for the Companys 2011 Annual Meeting of Shareholders.



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The following table sets forth information as of January 29, 2011 about our common
stock that may be issuable upon the exercise of options and rights granted to employees, consultants and members of our Board of Directors under all existing equity compensation plans:



|                                                       |  |                                                                                          |           |  |                                                                          |   |       |                                                                                                                                        |  |  |           | 
|------------------------------------------------------ |  | ---------------------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------ | - | ----- | -------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | 
|                                                       |  | (a)                                                                                      |           |  | (b)                                                                      |   |       | (c)                                                                                                                                    | 
|                                                       |  | Number of securities tobe issued upon exerciseof outstanding options,warrants and
rights |           |  | Weighted-averageexercise price ofoutstanding options,warrants and rights |   |       | Number of securitiesremaining available forfuture issuance
underequity compensation plans(excluding securitiesreflected in column (a)) | 
|Equity compensation plans approved by shareholders     |  |                                                                                          |           |  |                                                                          |   |       |                                                                                                                                        |  |  |           | 
|1995 Stock Option Plan(1)                              |  |                                                                                          | 416,865   |  |                                                                          | $ | 28.38 |                                                                                                                                        |  |  |          | 
|1996 Director Option Plan                              |  |                                                                                          | 571,500   |  |                                                                          |   | 14.79 |                                                                                                                                        |  |  | 292,706   | 
|2004 Stock Plan                                        |  |                                                                                          | 2,748,500 |  |                                                                          |   | 6.58  |                                                                                                                                        |  |  | 1,555,500 | 
|Equity compensation plans not approved by shareholders |  |                                                                                          |          |  |                                                                          |   |      |                                                                                                                                        |  |  |          | 
|                                                       |  |                                                                                          |           |  |                                                                          |   |       |                                                                                                                                        |  |  |           | 
|Total                                                  |  |                                                                                          | 3,736,865 |  |                                                                          | $ | 10.27 |                                                                                                                                        |  |  | 1,848,206 | 



|(1) | The 1995 Stock Option Plan was replaced by the 2004 Stock Plan in July 2005. 100,000 remaining shares available for grant under the 1995 Stock Option Plan were
transferred to the 2004 Stock Plan and the 1995 Stock Option Plan was terminated for any new grants. Up to 800,000 shares subject to outstanding options under the 1995 Stock Option Plan may be transferred to the 2004 Stock Plan if they expire
without being exercised and as of January 29, 2011, the Company had transferred all 800,000 shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

Certain information required by this item is incorporated herein by reference to the section entitled Certain Relationships and Related Transactions and Corporate
GovernanceDirector Compensation in the Proxy Statement for the Companys 2011 Annual Meeting of Shareholders.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

The information required by this item is incorporated herein by reference to the section Audit and Related Fees for Fiscal Years 2010 and 2009 in the Proxy Statement for the Companys
2011 Annual Meeting of Shareholders.



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



| | (a)1. | Financial Statements: See Index to Consolidated Financial Statements in Part II, Item 8 on page 29 of this Form 10-K.
| | ----- | -----------------------------------------------------------------------------------------------------------------------



| | 2. | Financial Statement Schedules:
| | -- | ------------------------------

Financial statement schedules of Cost Plus, Inc. have been omitted from Item 15 because they are not applicable or the information is
included in the financial statements or notes thereto.



| | (b) | List of Exhibits:
| | --- | -----------------

The following
exhibits are filed herewith or incorporated by reference.



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibits                                                                                                                                                                                                                                                                                                                                                                                     
|3.1         |  | Amended and Restated Articles of Incorporation as filed with the California Secretary of State on April 1, 1996, incorporated by reference to Exhibit 3.1 to the Form 10-K filed
for the year ended February 1, 1997.                                                                                                                                                                                       
|            | 
|3.1.1       |  | Certificate of Amendment of Restated Articles of Incorporation as filed with the California Secretary of State on February 25, 1999, incorporated by reference to Exhibit 3.1 to
the Form 10-Q filed for the quarter ended May 1, 1999.                                                                                                                                                                     
|            | 
|3.1.2       |  | Certificate of Amendment of Restated Articles of Incorporation as filed with the California Secretary of State on September 24, 1999, incorporated by reference to Exhibit 3.1.2
of the Form 10-K filed for the year ended January 29, 2000.                                                                                                                                                                
|            | 
|3.2         |  | Amended and Restated By-laws dated June 18, 2009, incorporated by reference to Exhibit 3.3 to the Form 10-Q filed for the quarter ended August 1, 2009.                                                                                                                                                                                                                                                     
|            | 
|10.1        |  | Form of Indemnification Agreement, as amended and restated, between the Company and each of its directors and officers, incorporated by reference to Exhibit 10.1 to the Form 10-Q
filed for the quarter ended July 29, 2006.                                                                                                                                                                               
|            | 
|10.2        |  | Lease agreement between the Company and Square I, LLC for certain Corporate office space located in Oakland, California, incorporated by reference to Exhibit 10.1 to the Form 10-Q
filed for the quarter ended October 31, 1998.                                                                                                                                                                           
|            | 
|10.3        |  | Amended and Restated Credit Agreement dated January 3, 2011 between Cost Plus, Inc. and its wholly owned subsidiaries Cost Plus of Texas, Inc., Cost Plus of Idaho, Inc., and
Cost Plus Management Services, Inc., and Bank of America, N.A., administrative agent, collateral agent, swing line lender, and L/C issuer, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 7, 2011.
|            | 
|10.4        |  | Purchase and Sale Agreement between Cost Plus, Inc. and Inland Real Estate Acquisitions, Inc., as purchaser, incorporated by reference to Exhibit 10.2 of the Form 10-Q filed for the
quarter ended April 29, 2006.                                                                                                                                                                                         
|            | 
|10.4.1      |  | Lease Agreement between Cost Plus, Inc., as lessee, and Inland Western Stockton Airport Way, L.L.C. (First Landlord), as lessor, dated as of April 7, 2006,
incorporated by reference to Exhibit 10.2.1 of the Form 10-Q filed for the quarter ended April 29, 2006.                                                                                                                                      
|            | 
|10.4.2      |  | Subground Lease Agreement between Cost Plus, Inc., as lessee, and Western Stockton Ground Tenant, L.L.C. (Second Landlord), as lessor, dated as of April 7, 2006,
incorporated by reference to Exhibit 10.2.2 of the Form 10-Q filed for the quarter ended April 29, 2006.                                                                                                                                
|            | 
|10.4.3      |  | Lease agreement between Cost Plus, Inc., as lessee, and Inland Western Stockton Airport Way II, LLC., as lessor, dated as of July 31, 2007, incorporated by reference to Exhibit
10.1 of the Form 10-Q filed for the quarter ended August 4, 2007.                                                                                                                                                          



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibits                                                                                                                                                                                                                                                                                                                                                                                              
|10.5        |  | Purchase and Sale Agreement and Joint Escrow Instructions dated October 26, 2006 between Cost Plus, Inc. and Inland Real Estate Acquisitions, Inc., as purchaser, incorporated
by reference to Exhibit 10.1 of the Form 10-Q filed on October 28, 2006.                                                                                                                                                              
|            | 
|10.5.1      |  | Lease Agreement between Cost Plus, Inc., as lessee, and Inland RI Holding, LLC, Bruning Holding, LLC, JM 55th Holding LLC,
55thHolding LLC, Rockford Bruning Holding, LLC, Commons
Holding, LLC, Deer Park Holding, LLC, BA WR Holding, LLC, Hartland Holding, LLC, as lessor, dated as of December 21, 2006, incorporated by reference to Exhibit 10.7.1 of the Form 10-K filed for the year ended February 3,
2007.
|            | 
|10.6 ̈       |  | Cost Plus, Inc. 1996 Director Option Plan as amended June 18, 2009, incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 filed on August 5,
2009.                                                                                                                                                                                                                                      
|            | 
|10.6.1 ̈     |  | Form of Stock Option Agreement, 1996 Director Option Plan used for grants prior to fiscal 2008, incorporated by reference to Exhibit 10.4 to the Form 10-Q filed for the quarter
ended July 31, 1999.                                                                                                                                                                                                                
|            | 
|10.6.2 ̈     |  | Form of Stock Option Agreement, 1996 Director Option Plan used for grants beginning in fiscal 2008, incorporated by reference to Exhibit 10.8.2 of the Form 10-K for the year ended
February 2, 2008.                                                                                                                                                                                                                
|            | 
|10.7 ̈       |  | Cost Plus, Inc. 2004 Stock Plan, as amended June 18, 2009, incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-8 filed on August 5,
2009.                                                                                                                                                                                                                                               
|            | 
|10.7.1 ̈     |  | Form of Option Agreement, 2004 Stock Plan used for grants prior to fiscal 2008, incorporated by reference to Exhibit 10.2 of the Form 8-K filed on November 23,
2004.                                                                                                                                                                                                                                                
|            | 
|10.7.2 ̈     |  | Form of Option Agreement, 2004 Stock Plan used for grants beginning in fiscal 2008, incorporated by reference to Exhibit 10.9.2 of the Form 10-K filed for the year ended
February 2, 2008.                                                                                                                                                                                                                          
|            | 
|10.8 ̈       |  | Form of Notice of Grant of Performance Shares and Performance Share Agreement under the 2004 Stock Plan, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on
April 21, 2006.                                                                                                                                                                                                                          
|            | 
|10.9 ̈       |  | Amended and Restated Employment Agreement dated March 12, 2008, between Cost Plus, Inc. and Barry J. Feld, incorporated by reference to Exhibit 10.11 of the Form 10-K filed for
the year ended February 2, 2008.                                                                                                                                                                                                    
|            | 
|10.9.1 ̈     |  | Amendment to Barry J. Feld Amended and Restated Employment Agreement dated December 15, 2008, between Cost Plus, Inc. and Barry J. Feld, incorporated by reference to Exhibit
10.10.1 of the Form 10-K filed for the year ended January 31, 2009.                                                                                                                                                                    
|            | 
|10.10 ̈      |  | Seventh Amended and Restated Employment Severance Agreement dated June 24, 2010, between Cost Plus, Inc. and Jane L. Baughman, incorporated by reference to Exhibit 10.1 of the
Form 10-Q filed for the quarter ended July 31, 2010.                                                                                                                                                                                 
|            | 
|10.11 ̈      |  | Third Amended and Restated Employment Severance Agreement dated June 24, 2010 between Cost Plus, Inc. and Jeffrey Turner, incorporated by reference to Exhibit 10.3 of the Form
10-Q filed for the quarter ended July 31, 2010.                                                                                                                                                                                      
|            | 
|10.12 ̈      |  | Fiscal 2010 Management Incentive Plan, incorporated by reference to Exhibit 10.1 of the Form 10-Q filed for the quarter ended May 1, 2010.                                                                                                                                                                                                                                                                           
|            | 
|10.13       |  | Confidentiality and Standstill Agreement, dated as of January 7, 2009, between Cost Plus, Inc., Warren A. Stephens and Stephens Investments Holdings LLC, incorporated by
reference to Exhibit 10.1 of the 8-K filed on January 7, 2009.                                                                                                                                                                             



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|            |  |                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibits                                                                                                                                                                               
|14          |  | Code of Business Conduct and Ethics, incorporated by reference to Exhibit 14 of the Form 10-K filed for the year ended January 29, 2005.                                                              
|            | 
|14.1        |  | Code of Ethics for Principal Executive and Senior Financial Officers, incorporated by reference to Exhibit 14 of the Form 10-K/A filed for the year ended January 29,
2005.                           
|            | 
|21          |  | List of Subsidiaries of the Company, incorporated by reference to Exhibit 21 of the Form 10-K filed for the year ended February 3, 2007.                                                              
|            | 
|23*         |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                             
|            | 
|31.1*       |  | Certification of the Chief Executive Officer of the Registration pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                            
|            | 
|31.2*       |  | Certification of the Chief Financial Officer of the Registration pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                            
|            | 
|32.1*       |  | Certification of the Chief Executive Officer and Chief Financial Officer of the Registration pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.



| ̈ | Management compensatory plan, contract or arrangement.
|- | ------------------------------------------------------

|* | Filed herewith.
|- | ---------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|                    |  |  |  |                 |  |                                      
|------------------- |  |  |  | --------------- |  | -------------------------------------
|                    |  |  |  | COST PLUS, INC.
|                    |  |  | 
|Date: April 5, 2011 |  |  |  | By:             |  | /S/    BARRY J.
FELD                 
|                    |  |  |  |                 |  | Barry J. Feld                        
|                    |  |  |  |                 |  | Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Barry J. Feld and Jane L. Baughman as his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on
Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.



|                                                 |  |                                                                                             |  |              
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------- |  | -------------
|Signature                                        |  | Title                                                                                       |  | Date         
|                                                 |  |                                                                                            
|/s/    BARRY J.
FELD Barry J. Feld               |  | Director, Chief Executive Officer and President(Principal Executive Officer)                |  | April 5, 2011
|                                                 |  |                                                                                            
|/s/    JANE L.
BAUGHMAN Jane L. Baughman         |  | Executive Vice President, Chief Financial Officer(Principal Financial & Accounting Officer) |  | April 5, 2011
|                                                 |  |                                                                                            
|/s/    JOSEPH H.
COULOMBE Joseph H. Coulombe     |  | Director, Chairman of the Board                                                             |  | April 5, 2011
|                                                 |  |                                                                                            
|/s/    CLIFFORD J.
EINSTEIN Clifford J. Einstein |  | Director                                                                                    |  | April 5, 2011
|                                                 |  |                                                                                            
|/s/    DANNY W.
GURR Danny W. Gurr               |  | Director                                                                                    |  | April 5, 2011
|                                                 |  |                                                                                            
|/s/    WILLEM
MESDAG Willem Mesdag               |  | Director                                                                                    |  | April 5, 2011
|                                                 |  |                                                                                            
|/s/    KIM D.
ROBBINS Kim D. Robbins             |  | Director                                                                                    |  | April 5, 2011
|                                                 |  |                                                                                            
|/s/    FREDRIC M.
ROBERTS Fredric M. Roberts     |  | Director                                                                                    |  | April 5, 2011
|                                                 |  |                                                                                            
|/s/    KENNETH T.
STEVENS Kenneth T. Stevens     |  | Director                                                                                    |  | April 5, 2011



59