##### Table of Contents





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 30, 2010

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:

Preferred Share Purchase Rights

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 August 1, 2009, the last business day of the registrants most recently completed second
fiscal quarter, was approximately $32.9 million as reported for such date on the Nasdaq Global Select Market. As of April 6, 2010, 22,087,113 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 2010 (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

2009 FORM 10-K



|         |  |                                                                                                              |  |     
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|         |  |                                                                                                              |  | Page
|PART I   |  |                                                                                                             
|Item 1.  |  | Business                                                                                                     |  | 1   
|Item 1A. |  | Risk Factors                                                                                                 |  | 5   
|Item 1B. |  | Unresolved Staff Comments                                                                                    |  | 12  
|Item 2.  |  | Properties                                                                                                   |  | 12  
|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 |  | 16  
|Item 6.  |  | Selected Financial Data                                                                                      |  | 18  
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of
Operation                         |  | 19  
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 29  
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  | 30  
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure                         |  | 54  
|Item 9A. |  | Controls and Procedures                                                                                      |  | 54  
|Item 9B. |  | Other Information                                                                                            |  | 54  
|         | 
|PART III |  |                                                                                                             
|Item 10. |  | Directors, Executive Officers of the Registrant and Corporate Governance Matters                             |  | 55  
|Item 11. |  | Executive Compensation                                                                                       |  | 55  
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters               |  | 56  
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 56  
|Item 14. |  | Principal Accounting Fees and Services                                                                       |  | 56  
|         | 
|PART IV  |  |                                                                                                             
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  | 57  



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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. Forward looking statements may be identified by use of the words
may, should, expects, anticipates, estimates, believes, looking ahead, forecast, projects, continues, intends,
likely, plans and similar expressions. The forward-looking statements involve known and unknown risks and uncertainties which may cause the Companys actual results or performance to differ materially from those
expressed in such forward-looking statements due to a number of factors including those set forth in Risk Factors in this Annual Report on Form 10-K and in documents which are incorporated by reference herein. The Company may from time to time make
additional written and oral forward-looking statements, including statements contained in the Companys filings with the Securities and Exchange Commission (the SEC). You should not place undue reliance on our forward-looking
statements, as they are not guarantees of future results, levels of activity or performance and represent the Companys expectations only as of the date they are made. The Company does not undertake any obligation to update any forward-looking
statement that may be made from time to time by or on behalf of the Company.

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 30, 2010,
the Company operated 268 stores under the name 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 and suburban locales, often near major malls. During the
fiscal year ended January 30, 2010, the Company opened a total of two new stores; both are in the existing markets of Tucson, AZ and Phoenix, AZ. In addition to opening two new stores in fiscal 2009, the Company also closed 30 stores. The
Company did not open any stores in new states during fiscal 2009. In fiscal 2010, the Company intends to relocate one store.

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.

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.



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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 wrought iron. 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 and seasonal items that relate to
traditional holidays and customs. 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 30,2010   |   |  | January 31,2009 |   |  | February 2,2008 |  
|Home Furnishings |  | 59                | % |  | 61              | % |  | 61              | %
|Consumables      |  | 41                | % |  | 39              | % |  | 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.

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.



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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 four zones, with bulk displays highlighting sharply 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 3,000 square feet of back office and stock space
are included in the total square footage at a store, which averages about 18,700 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.

Advertising

The Companys marketing program is a multimedia strategy that has primarily utilized print and electronic media, including weekly
newspaper circulars, radio and online search functionality. Each medium is used to highlight product offerings and communicate promotional activity. The Company continues to test new media vehicles to achieve greater customer reach and reduce
reliance on print advertising. During fiscal 2009, the Company successfully expanded and augmented its direct mail capabilities with several targeted new customer acquisition campaigns. Additionally, the Company nearly doubled its proprietary
customer email database in fiscal 2009.

In fiscal 2009, the Company also launched the World Market Explorer customer loyalty
program that allows us to recognize and reward our best customers. Key program elements are designed to increase the shopping frequency, increase average ticket size and engage new customers with the brand. The program includes earned rewards based
upon individual purchasing patterns, advance notice of new product offerings and in-store events, and special pricing on an ever-changing selection of items.



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The Company offers selected products on its website at www.worldmarket.com which
provides customers with purchase options and product information for items sold in stores. The Companys website is designed to leverage a multi-channel philosophy, giving customers an additional touch point with its merchandise and marketing
and to increase traffic at its stores.

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 30, 2010. 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 (California) and Windsor, Virginia (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 Point-of-Sale 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 with us.

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. A new Assortment Planning
application was implemented in fiscal 2008 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 the Companys stores. The Companys Warehouse Management system enables our distribution centers to receive, locate, pick and ship inventory to stores. A new distribution center labor
management system was implemented in fiscal 2008 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.



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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 30, 2010, the Company had 2,010 full-time and 3,735 part-time employees. Of these, 5,137 were employed in the Companys stores, and approximately 608 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, Villa Vitale, World Market 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, World Market Explorer, World Market Pairings 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 and has applied to register its Cost Plus World Market marks. In the European Union, the Company has registered its World Market and 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

Substantially all of the Companys revenues are generated in, and long-lived assets are located in, 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 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.



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

Including fiscal 2009, we experienced net losses each annual period since fiscal 2006. As of January 30, 2010, we had an accumulated
deficit of $97.5 million. For fiscal 2009 and fiscal 2008, we were unable to generate 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 operating losses and
seasonal inventory purchases. We do not plan on fully paying off our asset-based credit facility during fiscal 2010. 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 two 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. The difficult economic situation faced in the United States and other countries is not expected to end in the near future and consumer confidence and spending
could remain depressed and possibly deteriorate even further. During times of economic uncertainty, consumers tend to sacrifice purchases of discretionary items, including the Companys products, which could continue to adversely impact the
Companys financial results and turnaround plan.

Possibility of delisting from Nasdaq.

Nasdaq marketplace rules require the maintenance of a number of continued listing standards. If we fail to comply with any of the continued
listing standards and are unable to cure such defect within the allotted time following the receipt of any notice from Nasdaq regarding our failure to maintain such continued listing standard, Nasdaq might delist our common stock. Delisting would
have an adverse effect on the liquidity of our common stock and, as a result, the market price for our common stock might become more volatile and we may have to trade on an alternate exchange.

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
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 fuel and other shipping costs;
| | - |  | -----------------------------------------



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



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



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



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



| |  |  | 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;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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, 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, 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.

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.

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

Our results depend, in part, upon the success of numerous initiatives that were recently implemented 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. Fiscal 2006 was 53 weeks; therefore, to ensure a meaningful comparison,
comparable store sales for fiscal 2006 were measured on a



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53-week basis. In all other years presented, comparable store sales were measured on a 52-week basis. In fiscal 2009, comparable store sales decreased by 7.1% from fiscal 2008 and fiscal 2008
sales decreased by 2.6% from fiscal 2007. 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 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.



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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.

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, and general market and economic
conditions. In addition, the stock market can experience price and volume fluctuations that are unrelated to the operating performance of particular companies.

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 28.6% of our sales were generated in fiscal 2009) 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 fiscal 2009, approximately 3.8% of these purchases were settled in currencies other than the United States dollar, compared to approximately 3.4% of purchases in fiscal 2008.
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.



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Provisions in our charter documents as well as our shareholders rights plan 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. In addition, our board
of directors has adopted a preferred share purchase rights agreement. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock
for each outstanding share of our common stock. These rights could have the effect of delaying, deferring or preventing a change of control of our Company, discouraging a proxy contest or making more difficult the acquisition of a substantial block
of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

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. We 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.

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 in accordance with Accounting Standards
Codification (ASC) 360, Accounting for Impairment or Disposal of 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



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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, 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.



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

As of
April 6, 2010, the Company operated 263 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
18,700 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           |  | 70 |   |  | Indiana   |  | 1  |  | Montana        |  | 2  |  | Tennessee      |  | 5 
|(Northern California |  | 30 | ) |  | Iowa      |  | 1  |  | Nevada         |  | 5  |  | Texas          |  | 31
|(Southern California |  | 40 | ) |  | Kansas    |  | 2  |  | New Mexico     |  | 3  |  | Utah           |  | 2 
|Colorado             |  | 7  |   |  | Kentucky  |  | 1  |  | North Carolina |  | 11 |  | Virginia       |  | 9 
|Florida              |  | 14 |   |  | Louisiana |  | 6  |  | Ohio           |  | 9  |  | Washington     |  | 11
|Georgia              |  | 6  |   |  | Maryland  |  | 2  |  | Oregon         |  | 7  |  | Wisconsin      |  | 5 

The Company leases land
and buildings for 258 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, CA pursuant to a lease that expires in October 2013.

The Company currently leases a distribution center of approximately 1,000,000 square feet in Stockton, CA on 55 acres of
land. The distribution center has two separate but adjacent facilities under separate lease agreements, 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 property as a financing whereby the net book value of the asset remains on the Companys consolidated balance sheet.

The Company currently leases a distribution center of approximately 1,000,000 square feet in Windsor, VA 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 remains on the Companys consolidated balance sheet.



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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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EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company and their respective ages as of April 6, 2010 are as follows:



|                        |  |     |  |                                                                   
|----------------------- |  | --- |  | ------------------------------------------------------------------
|Name                    |  | Age |  | Position                                                          
|Barry J. Feld           |  | 53  |  | Chief Executive Officer, President and Director                   
|Jane L. Baughman        |  | 43  |  | Executive Vice President, Chief Financial Officer and Secretary   
|Joan S. Fujii           |  | 63  |  | Executive Vice President, Human Resources                         
|Jeffrey A. Turner       |  | 47  |  | Executive Vice President, Operations and Chief Information Officer
|Elizabeth J.A. Allen    |  | 43  |  | Senior Vice President, Marketing                                  
|Carrie F. Crooker       |  | 50  |  | Senior Vice President, Store Operations                           
|Laura M. Sites-Reynolds |  | 49  |  | Senior Vice President, Inventory Management                       

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.

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 18 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.

Ms. Fujii was named the Companys Executive Vice President, Human Resources in July 2005. Ms. Fujii joined the Company in May 1991 and served as Senior Vice President, Human Resources from February 1998 to May 2005. From
October 1994 to February 1998, Ms. Fujii served as Vice President, Human Resources. From May 1991 to October 1994, Ms. Fujii served as the Companys Director of Human Resources. From September 1975 to May 1991, she was employed by
Macys California in various operations and human resources management positions, ultimately serving as Vice President, Human Resources at Macys Union Square store in San Francisco.

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 information technology, store operations,
logistics and the distribution centers. Mr. Turner has 26 years of information technology experience, as well as 18 years of retail systems 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



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##### Table of Contents

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.

Ms. Allen joined the Company in September 2008 as Senior Vice President of Marketing. She has 20 years of
consumer marketing expertise developed while working with high-profile brands, including Apple, Gap, LucasArts, Boston Market and Sprint, where she managed a broad range of functions: brand management, marketing communications, advertising and
consumer insights. Ms. Allen also held leadership positions developing and executing integrated marketing strategies on global, national and regional levels. She began her career in advertising and worked for Foote, Cone & Belding and
J. Walter Thompson in both San Francisco and New York. Most recently, she served as Vice President of Marketing for Gap from 2004 to 2007.

Ms. Crooker joined the Company in March 2003 as the Regional Director for the Western Region. In January of 2005, she was promoted to Vice President of Store Operations and, ultimately, assumed
responsibility for both the Eastern and Western Regions in the Company. In August of 2007, she was promoted to Senior Vice President of Store Operations. Prior to coming to Cost Plus World Market, Ms. Crooker worked for Target
Corporation for 16 years in a variety of Store Operations roles. These roles included Targets expansion into central and northern California in the late 1980s. Ms. Crooker has been focused on field operations during her
career and her roles at Target included, but were not exclusive to, Store Team Leader and District Team Leader.

Ms. Sites-Reynolds joined the Company in March 2006 as Vice President, Supply Chain and Inventory Management. Effective March 2010, Ms. Sites-Reynolds was promoted to the position of Senior Vice President, Inventory Management.
Ms. Sites-Reynolds is responsible for all of the Companys inventory investment activities including merchandise planning, store allocation, and business analytics. Prior to joining Cost Plus World Market, Ms. Sites-Reynolds served
from May 2000 to March 2006 as Vice President, Supply Chain and Inventory Management, at Design Within Reach, Inc. Ms. Sites-Reynolds has also worked for Gymboree, Ross Stores, and has served in other senior management positions related to
inventory management in retail start-up and turnaround situations.

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



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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 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

Fiscal Year Ended January 31, 2009



|               |  |             |      |     |   |     
|-------------- |  | ----------- | ---- | --- | - | ----
|               |  | Price Range
|               |  | High        |      | Low
|First Quarter  |  | $           | 4.07 |     | $ | 2.76
|Second Quarter |  |             | 3.52 |     |   | 2.26
|Third Quarter  |  |             | 2.50 |     |   | 1.05
|Fourth Quarter |  |             | 1.66 |     |   | 0.80

As of March 25,
2010, 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 3,800 beneficial shareholders as of that date.

Dividend Policy

As of January 30, 2010, 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

In March 2003, the Company announced a stock repurchase program that was approved by its Board of Directors to repurchase up to 500,000
shares of its common stock. The Company repurchased 425,500 shares in fiscal 2004 under the program. On November 18, 2004, the Companys Board of Directors authorized the repurchase of an additional 1,000,000 shares resulting in a total of
1,074,500 shares available for repurchase under the program. No shares were repurchased under the program in fiscal 2009, 2008, 2007 and fiscal 2006. 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 2010 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, 2005 through the fiscal year ended January 30, 2010. In preparing the graph it was assumed that: (i) $100 was invested on January 31, 2005 in our common stock at $26.23 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 1/31/05 in stock or index, including reinvestment of dividends. Fiscal year ending January 31.
| | - | ---------------------------------------------------------------------------------------------------------------



|                    |  |        |  |        |  |        |  |        |  |       |  |       
|------------------- |  | ------ |  | ------ |  | ------ |  | ------ |  | ----- |  | ------
|                    |  | 1/05   |  | 1/06   |  | 1/07   |  | 1/08   |  | 1/09  |  | 1/10  
|Cost Plus, Inc.     |  | 100.00 |  | 74.53  |  | 39.27  |  | 15.25  |  | 3.66  |  | 4.57  
|NASDAQ Composite    |  | 100.00 |  | 111.69 |  | 122.94 |  | 117.70 |  | 72.63 |  | 105.78
|NASDAQ Retail Trade |  | 100.00 |  | 106.90 |  | 102.73 |  | 99.06  |  | 61.05 |  | 107.14



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

Five Year Summary of Selected Financial Data1



|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|------------------------------------------------------------------- | ---- | ------------ | ------- | ---- |  | - | -------- | -- |  | ---- | ------- | -- | ---- | - | ------- | -- |  | - | ------- | --
|(In thousands, except per share amounts andselected operating data) |      | Fiscal Year2 |        
|                                                                    | 2009 |              |         | 2008 |  |   | 2007     |    |  | 2006 |         |    | 2005 |  
|Statement of Operations Data:                                       |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Net sales                                                           |      | $            | 869,459 |      |  | $ | 950,913  |    |  | $    | 949,838 |    |      | $ | 962,315 |    |  | $ | 902,551 |   
|Cost of sales and occupancy                                         |      |              | 639,846 |      |  |   | 703,877  |    |  |      | 678,972 |    |      |   | 679,714 |    |  |   | 599,778 |   
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Gross profit                                                        |      |              | 229,613 |      |  |   | 247,036  |    |  |      | 270,866 |    |      |   | 282,601 |    |  |   | 302,773 |   
|Selling, general and administrative expenses                        |      |              | 271,622 |      |  |   | 314,467  |    |  |      | 303,161 |    |      |   | 293,333 |    |  |   | 262,547 |   
|Store closure costs                                                 |      |              | 5,799   |      |  |   |         |    |  |      |        |    |      |   |        |    |  |   |        |   
|Store preopening expenses                                           |      |              | 238     |      |  |   | 3,228    |    |  |      | 3,270   |    |      |   | 5,303   |    |  |   | 6,611   |   
|Impairment of goodwill                                              |      |              |        |      |  |   |         |    |  |      |        |    |      |   | 4,178   |    |  |   |        |   
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Income (loss) from continuing operations, before interest and taxes |      |              | (48,046 | )    |  |   | (70,659  | )  |  |      | (35,565 | )  |      |   | (20,213 | )  |  |   | 33,615  |   
|Net interest expense                                                |      |              | 11,206  |      |  |   | 12,840   |    |  |      | 11,613  |    |      |   | 7,126   |    |  |   | 5,143   |   
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Income (loss) from continuing operations before income taxes        |      |              | (59,252 | )    |  |   | (83,499  | )  |  |      | (47,178 | )  |      |   | (27,339 | )  |  |   | 28,472  |   
|Income tax (benefit) expense                                        |      |              | (12,738 | )    |  |   | 758      |    |  |      | 34      |    |      |   | (10,687 | )  |  |   | 9,379   |   
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Net income (loss) from continuing operations                        |      |              | (46,514 | )    |  |   | (84,257  | )  |  |      | (47,212 | )  |      |   | (16,652 | )  |  |   | 19,093  |   
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Loss from discontinued operations, net of income tax                |      |              | (16,805 | )    |  |   | (18,411  | )  |  |      | (8,288  | )  |      |   | (5,884  | )  |  |   | (2,504  | ) 
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Net income (loss)                                                   |      | $            | (63,319 | )    |  | $ | (102,668 | )  |  | $    | (55,500 | )  |      | $ | (22,536 | )  |  | $ | 16,589  |   
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Net income (loss) per share from continuing operations:             |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Basic                                                               |      | $            | (2.11   | )    |  | $ | (3.82    | )  |  | $    | (2.14   | )  |      | $ | (0.75   | )  |  | $ | 0.86    |   
|Diluted                                                             |      | $            | (2.11   | )    |  | $ | (3.82    | )  |  | $    | (2.14   | )  |      | $ | (0.75   | )  |  | $ | 0.86    |   
|Net loss per share from discontinued operations:                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Basic                                                               |      | $            | (0.76   | )    |  | $ | (0.83    | )  |  | $    | (0.37   | )  |      | $ | (0.27   | )  |  | $ | (0.11   | ) 
|Diluted                                                             |      | $            | (0.76   | )    |  | $ | (0.83    | )  |  | $    | (0.37   | )  |      | $ | (0.27   | )  |  | $ | (0.11   | ) 
|Net income (loss) per share:                                        |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Basic                                                               |      | $            | (2.87   | )    |  | $ | (4.65    | )  |  | $    | (2.51   | )  |      | $ | (1.02   | )  |  | $ | 0.75    |   
|Diluted                                                             |      | $            | (2.87   | )    |  | $ | (4.65    | )  |  | $    | (2.51   | )  |      | $ | (1.02   | )  |  | $ | 0.75    |   
|Weighted average shares outstandingbasic                           |      |              | 22,087  |      |  |   | 22,087   |    |  |      | 22,086  |    |      |   | 22,068  |    |  |   | 22,004  |   
|Weighted average shares outstandingdiluted                         |      |              | 22,087  |      |  |   | 22,087   |    |  |      | 22,086  |    |      |   | 22,068  |    |  |   | 22,100  |   
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Selected Operating Data:                                            |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Percent of net sales:                                               |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Gross profit                                                        |      |              | 26.4    | %    |  |   | 26.0     | %  |  |      | 28.5    | %  |      |   | 29.4    | %  |  |   | 33.5    | % 
|Selling, general and administrative expenses                        |      |              | 31.2    | %    |  |   | 33.1     | %  |  |      | 31.9    | %  |      |   | 30.5    | %  |  |   | 29.1    | % 
|Income (loss) from continuing operations, before interest and taxes |      |              | (5.5    | )%   |  |   | (7.4     | )% |  |      | (3.7    | )% |      |   | (2.1    | )% |  |   | 3.7     | % 
|Number of stores:                                                   |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Opened during period                                                |      |              | 2       |      |  |   | 15       |    |  |      | 15      |    |      |   | 24      |    |  |   | 35      |   
|Closed during period                                                |      |              | 30      |      |  |   | 17       |    |  |      | 4       |    |      |   | 4       |    |  |   | 5       |   
|Open at end of period                                               |      |              | 268     |      |  |   | 296      |    |  |      | 298     |    |      |   | 287     |    |  |   | 267     |   
|Average sales per selling square foot3                              |      | $            | 201     |      |  | $ | 222      |    |  | $    | 223     |    |      | $ | 237     |    |  | $ | 247     |   
|Comparable store sales decrease4                                    |      |              | (7.1    | )%   |  |   | (2.6     | )% |  |      | (5.4    | )% |      |   | (3.3    | )% |  |   | (2.6    | )%
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Balance Sheet Data (at period end):                                 |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   
|Working capital                                                     |      | $            | 101,097 |      |  | $ | 128,773  |    |  | $    | 161,129 |    |      | $ | 198,749 |    |  | $ | 188,463 |   
|Total assets                                                        |      |              | 380,432 |      |  |   | 444,992  |    |  |      | 553,747 |    |      |   | 569,546 |    |  |   | 529,571 |   
|Long-term debt and capital lease obligations, less current portion  |      |              | 119,665 |      |  |   | 120,721  |    |  |      | 122,769 |    |      |   | 121,567 |    |  |   | 62,319  |   
|Total shareholders equity                                          |      |              | 74,043  |      |  |   | 136,209  |    |  |      | 237,519 |    |      |   | 291,459 |    |  |   | 310,395 |   
|Current ratio                                                       |      |              | 1.91    |      |  |   | 2.11     |    |  |      | 2.03    |    |      |   | 2.73    |    |  |   | 2.60    |   
|Debt to equity ratio                                                |      |              | 229.5   | %    |  |   | 118.4    | %  |  |      | 60.2    | %  |      |   | 42.4    | %  |  |   | 22.3    | % 
|                                                                    |      |              |         |      |  |   |          |    |  |      |         |    |      |   |         |    |  |   |         |   



| | 1. | The consolidated statements of operations for the fiscal years ended 2008, 2007, 2006 and 2005 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 and ended on February 3, 2007. 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
|------- | ------------------------------------------------------------------------------------

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 30, 2010 (fiscal 2009), January 31, 2009
(fiscal 2008) and February 2, 2008 (fiscal 2007) all included 52 weeks. The consolidated statements of operations for periods ended fiscal 2008, fiscal 2007, fiscal 2006 and fiscal 2005 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.

Overview

Cost Plus, Inc. is a leading specialty retailer of casual home furnishings and entertaining products. As of January 30, 2010, the Company operated 268 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 2009 decreased 8.6% to $869.5 million from $950.9 million for fiscal 2008, while comparable store sales for fiscal 2009 decreased 7.1% compared to a 2.6% decrease in fiscal 2008. The
net loss in fiscal 2009 was $63.3 million, or $2.87 per diluted share, versus a net loss in fiscal 2008 of $102.7 million, or $4.65 per diluted share. Despite the 7.1% decrease in comparable store sales for fiscal 2009 the Company was able to
decrease its net loss compared to last year by 38% during one of the toughest retail climates on record which was primarily achieved by tightly controlling expenses and inventory purchases.

The Company ended the year with $48.5 million in borrowings and $12.9 million in letters of credit outstanding under its asset-based credit
facility compared to $38.5 million in borrowings and $13.5 million in letters of credit last year. The revolving credit facility is asset-based and expires in June 2012. At the end of fiscal 2009, inventory levels had declined 18.8% year-over-year.
The reduction in inventory is the result of store closures, planned decreases in SKU (stock keeping unit) counts and lower weeks of supply.

While the Company has sufficient liquidity for the next 12 months we continue to explore alternate sources of capital for future expansion.

The Company opened two new stores and closed 30 stores during fiscal 2009 to end the year with 268 stores. The Company expects to close
five stores and relocate one store in fiscal 2010.

Fiscal 2009 Compared to Fiscal 2008

Net SalesNet sales consist almost entirely of retail sales, but also include direct-to-consumer sales and shipping revenue. Net sales
decreased $81.5 million, or 8.6%, to $869.5 million in fiscal 2009 from $950.9 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 in continuing
operations. Comparable store sales decreased 7.1% compared to a decrease of 2.6% in 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. A store is included as comparable at the beginning of the fourteenth full fiscal month of sales. As of January 30, 2010, the Company operated 268 stores compared to 296 stores as of January 31, 2009.

The Company classifies its sales into home furnishings and consumables product lines. 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. 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



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shopping frequency. 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. The Company expects the shift in sales mix experienced in fiscal 2009 to remain relatively constant for the next 12 months or until there is some level of economic
recovery.

Cost of Sales and OccupancyCost of sales and occupancy, which consists of costs to acquire merchandise
inventory, costs of freight and distribution, as well as certain facility costs, decreased $64.0 million, or 9.1%, to $639.8 million in fiscal 2009 compared to $703.9 million in fiscal 2008. As a percentage of net sales, total cost of sales and
occupancy decreased 40 basis points to 73.6% in 2009 from 74.0% in 2008. Cost of sales for fiscal 2009 decreased 130 basis points largely due to the fact that fiscal 2008 included a $9.0 million charge to permanently write-down 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 13.6%, to $271.6 million in fiscal 2009 compared to $314.5 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 will close 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.

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, which include rent
expense incurred prior to opening as well as grand opening advertising and preopening merchandise setup expenses, were $0.2 million in fiscal 2009 compared to $3.2 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. 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 $11.2 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 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 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



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fiscal 2010, the Company expects that the effective tax rate will be consistent with the fiscal 2009 effective tax rate, reduced for the refund benefit. For fiscal 2009, the Company reserved
against all net deferred tax assets. For more information, see Note 8 to our consolidated financial statements.

Fiscal 2008 Compared to
Fiscal 2007

Net SalesNet sales increased $1.1 million, or 0.1%, to $950.9 million in fiscal 2008 from $949.8
million in fiscal 2007. The increase in net sales was attributable to an increase in non-comparable store sales, offset by a decrease in comparable store sales. Comparable store sales decreased 2.6% compared to a decrease of 5.4% in 2007. Comparable
store sales decreased primarily as a result of a decrease in average ticket, partially offset by an increase in customer count. As of January 31, 2009, the calculation of comparable store sales included a base of 284 stores. As of
January 31, 2009, the Company operated 296 stores compared to 298 stores as of February 2, 2008.

Home furnishings
were 61% of sales and consumables were 39% of sales in fiscal 2008 and fiscal 2007.

Cost of Sales and OccupancyCost
of sales and occupancy increased $24.9 million, or 3.7%, to $703.9 million in 2008 compared to $679.0 million in 2007. As a percentage of net sales, total cost of sales and occupancy increased 250 basis points to 74.0% in 2008 from 71.5% in 2007.
The 250 basis point increase was largely due to an increase in cost of sales of 190 basis points primarily from the $9.0 million charge to permanently write-down selected inventory to current retail value, early and deep discounts taken to
sell-through the holiday assortment and a shift in mix as consumers trended toward the lowest cost options and bargain prices through the holiday season. Occupancy as a percentage of net sales for the year increased 60 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 increased $11.3 million, or 3.7%, to $314.51 million in fiscal 2008 compared to $303.2 million in fiscal 2007. As a percentage of net sales, SG&A expenses for fiscal 2008 increased 120 basis points to 33.1% in 2008
from 31.9% in fiscal 2007. The increase was largely due to a $1.9 million non-cash impairment charge to write-down property and equipment at the stores that closed during fiscal 2009 and certain other underperforming stores. Other contributing
factors were decreased leverage on sales as a result of lower comparable store sales, costs incurred related to the Pier 1 Imports Inc. offer to acquire the Company in fiscal 2008 and an increase in store payroll expense that was largely due to
higher health insurance and workers compensation expense. Advertising expense for the year was approximately flat compared to fiscal 2007 both in dollars and as a percentage of sales.

Store Preopening Expenses Store preopening expenses were $3.2 million in 2008 compared to $3.3 million in fiscal 2007. The Company
opened 15 stores in both fiscal 2008 and in fiscal 2007. Per store average preopening expense decreased in fiscal 2008 due to lower average occupancy costs incurred prior to the store opening date.

Net Interest Expense Net interest expense was $12.8 million in fiscal 2008 compared to $11.6 million in fiscal 2007. The increase in
net interest expense was primarily due to higher seasonal borrowings under the Companys asset-based credit facility. Excluded from net interest expense is interest capitalized primarily related to distribution center projects which was $0 in
fiscal year 2008 compared to $825,000 for fiscal year 2007 as the construction of the Companys general merchandise facility in Stockton, California was completed in fiscal 2007.

Income Taxes The Companys effective income tax rate for fiscal 2008 was a provision of 0.7%, compared to a benefit of 3.4% in
fiscal 2007. The Company established a valuation allowance in both fiscal 2008 and fiscal 2007 on its net deferred tax assets. For more information, see Note 8 to our consolidated financial statements.

Liquidity and Capital Resources

The Companys cash and cash equivalents balance at the end of fiscal 2009 was $2.6 million compared to $3.7 million at the end of fiscal 2008. 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.



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Including fiscal 2009, the Company has experienced net losses each annual period since
fiscal 2006. As of January 30, 2010, the Company had an accumulated deficit of $97.5 million. For fiscal 2009 and fiscal 2008, the Company was unable to generate cash flows from its operating activities. There can be no assurance that the
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 the Companys
financial condition. While the Company believes that its existing cash balance and borrowings under its asset-based credit facility will provide sufficient liquidity for the next 12 months, the Company continues to explore alternate sources of
capital for future expansion. The Company is dependent upon its asset-based credit facility to fund operating losses and seasonal inventory purchases. The Company does not plan on fully paying off its asset-based credit facility during fiscal 2010.
Access to the Companys asset-based credit facility is dependent upon meeting its debt covenants and not exceeding the borrowing limit of the asset-based credit facility. There can be no assurance that the Company will achieve or sustain
positive cash flows or profitability. If the Company is unable to maintain adequate liquidity, future operations may need to be scaled back or discontinued.

Cash Flows From Operating Activities Net cash used in operating activities totaled $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 as less of a decrease in accounts
payable year over year. The increase in income taxes receivable was related to a receivable that was recorded for a tax refund that was received in February 2010. The tax refund was related to the Worker, Homeownership, and Business Assistance Act
of 2009, which was signed into law on November 6, 2009, that allows taxpayers to elect to carry back net operating losses for additional periods. The increase in net cash used by operations was largely reduced by a lower net loss in fiscal
2009.

Net cash used in operating activities totaled $2.9 million for fiscal 2008 versus net cash provided by operating
activities of $5.0 million in fiscal 2007. The decrease in net cash provided by operations was primarily due to a higher net loss in fiscal 2008 and a reduction in accounts payable. This was partially offset by a reduction in inventory and other
assets.

Cash Flows From Investing Activities Net cash used in investing activities totaled $3.5 million in fiscal
2009, a decrease of $11.4 million from fiscal 2008, largely due to decreased capital expenditures. In fiscal 2009, there was less spending related to information systems, visual merchandising and new store projects compared to fiscal 2008.

Net cash used in investing activities totaled $14.9 million in fiscal 2008, a decrease of $18.2 million from fiscal 2007
largely due to decreased capital expenditures. The construction of the Companys general merchandise facility in Stockton, California was completed in fiscal 2007, resulting in no related spending during fiscal 2008 versus $10.7 million spent
in fiscal 2007. Additionally, in fiscal 2008 there was less spending related to information systems, visual merchandising and new store projects compared to fiscal 2007.

The Company estimates that fiscal 2010 capital expenditures will approximate $4.0 million; including approximately $1.9 million for management information systems and distribution center projects and
$2.1 million allocated to investments in existing stores and various other corporate projects. The Company expects to close five stores and relocate one store in fiscal 2010.

Cash Flows From Financing Activities 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 the
distribution center lease obligations were $802,000 compared to $775,000 in fiscal 2008. Principal payments on capital lease obligations were $1.4 million compared to $1.5 million in fiscal 2008.



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Net cash provided by financing activities was $18.2 million for fiscal 2008 compared to
$18.7 million in fiscal 2007. The Company had outstanding borrowings from its asset-based credit facility of $38.5 million at fiscal year end 2008 compared to $18.1 million at fiscal year end 2007. In fiscal 2008, there were no proceeds from
long-term debt compared to proceeds from long-term debt last year of $39.6 million related to the sale-leaseback of the newly constructed general merchandise distribution facility in Stockton, California. Principal payments on long-term debt were
$775,000 compared to $597,000 in fiscal 2007. In 2008, the Company did not receive any proceeds from the issuance of common stock in connection with the exercise of employee stock options compared to $16,000 received in fiscal 2007.

Revolving lines of Credit On June 25, 2007, the Company entered into a secured five-year revolving credit agreement (the
Credit Agreement) with a group of banks that terminated and replaced its existing five-year line of credit agreement and its existing 18-month asset-based credit facility. The Credit Agreement allows for cash borrowings and letters of
credit under a secured asset-based credit facility of up to $200.0 million. The amount available for borrowing at any time is limited by a stated percentage of the aggregate amount of the liquidation 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 and hereafter-acquired by the Company. Interest is paid in arrears monthly, quarterly, or over the applicable interest period as selected by the Company, with the entire balance payable on June 25,
2012. Borrowings pursuant to the asset-based credit facility bears 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 Excess 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, repurchase its outstanding common stock, change its business, enter into transactions with affiliates, and dispose of assets including closing stores. 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 Average Excess Availability is 15% or less of the borrowing capacity 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 30, 2010, the Company was in compliance with its loan covenant requirements, had $48.5 million in borrowings and $12.9 million in outstanding letters of credit, and had credit available under the Credit Agreement of $64.9 million.
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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Contractual Obligations and Commercial Commitments The following table provides
summary information concerning the Companys future contractual obligations and commercial commitments as of January 30, 2010:



|                                                     |  |                 |       |           |   |           |  |              |      |                       |   |       |  |   |      
|---------------------------------------------------- |  | --------------- | ----- | --------- | - | --------- |  | ------------ | ---- | --------------------- | - | ----- |  | - | -----
|Contractual Obligations (in millions)1               |  | Less than1 Year |       | 1-3 Years |   | 4-5 Years |  | After5 Years |      | Total AmountCommitted
|Operating leases                                     |  | $               | 75.2  |           | $ | 182.6     |  | $            | 71.0 |                       | $ | 53.2  |  | $ | 382.0
|Capital leases (principal and interest)              |  |                 | 1.8   |           |   | 4.3       |  |              | 2.0  |                       |   | 6.5   |  |   | 14.6 
|Long-term debtdistribution center lease obligations |  |                 | 0.9   |           |   | 2.8       |  |              | 2.2  |                       |   | 107.7 |  |   | 113.6
|Merchandise letters of credit                        |  |                 | 4.9   |           |   |          |  |              |     |                       |   |      |  |   | 4.9  
|Loan outstanding                                     |  |                 |      |           |   | 48.5      |  |              |     |                       |   |      |  |   | 48.5 
|Standby letters of credit5                           |  |                 | 8.0   |           |   |          |  |              |     |                       |   |      |  |   | 8.0  
|Purchase obligations2                                |  |                 | 132.3 |           |   |          |  |              |     |                       |   |      |  |   | 132.3
|Severance payments3                                  |  |                 | 0.4   |           |   |          |  |              |     |                       |   |      |  |   | 0.4  
|Interest4                                            |  |                 | 8.3   |           |   | 25.7      |  |              | 17.2 |                       |   | 202.5 |  |   | 253.7
|                                                     |  |                 |       |           |   |           |  |              |      |                       |   |       |  |   |      
|Total                                                |  | $               | 231.8 |           | $ | 263.9     |  | $            | 92.4 |                       | $ | 369.9 |  | $ | 958.0
|                                                     |  |                 |       |           |   |           |  |              |      |                       |   |       |  |   |      



| | 1. | This table excludes $0.6 million of liabilities for uncertain tax positions under ASC 740-10, Income Taxes, 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 30, 2010.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | As of January 30, 2010, the Company had approximately $132.3 million of 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. | Payable to the Companys former Senior Vice President of Merchandising and various individuals impacted by store closures.
| | -- | --------------------------------------------------------------------------------------------------------------------------

| | 4. | Represents interest expected to be paid on our deferred financing obligations related to the distribution centers.
| | -- | ------------------------------------------------------------------------------------------------------------------

| | 5. | Represents workers compensation collateral requirement for claims.
| | -- | -------------------------------------------------------------------

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.

Impact of New Accounting Standards

On February 3, 2008, the Company adopted ASC 820-10, Fair Value Measurements. ASC 820-10 clarifies the definition of fair value, establishes a framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. This statement does not require any new fair value measurements. Additionally, on February 1, 2009, in accordance with ASC 820-10, the Company adopted the provisions of ASC 820-10 for all
other nonfinancial assets and nonfinancial liabilities. Refer to Note 12 within this Annual Report on Form 10-K for additional information.

Additionally, in January 2010, FASB issued guidance which amends and clarifies existing guidance related to fair value measurements and disclosures. This 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 Company does not expect that this guidance will have a material impact on its consolidated financial statements.



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In June 2009, the FASB approved the FASB Accounting Standards Codification,
(Codification), as the single source of authoritative U.S. GAAP for all non-governmental entities, with the exception of the SEC and its staff. The Codification, which was launched July 1, 2009, changes the referencing and
organization of accounting guidance and is effective for interim and annual periods ending after September 15, 2009. Since it is not intended to change or alter existing U.S. GAAP, the Codification has not had any impact on the
Companys financial condition or results of operations.

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 2,2009            |         |   | August 1,2009 |   |         | October 31,2009 |  |   | January 30,2010 |  
|Net sales                                                                 |  | $                     | 184,260 |   |               | $ | 183,365 |                 |  | $ | 181,878         |   |  | $ | 319,956 |  
|Gross profit                                                              |  |                       | 47,918  |   |               |   | 48,003  |                 |  |   | 45,943          |   |  |   | 87,749  |  
|Net income/(loss) from continuing operations                              |  |                       | (25,390 | ) |               |   | (19,818 | )               |  |   | (22,278         | ) |  |   | 20,972  |  
|Net income/(loss) from discontinued operations                            |  |                       | (16,189 | ) |               |   | (945    | )               |  |   | 221             |   |  |   | 108     |  
|Net income/(loss)                                                         |  |                       | (41,579 | ) |               |   | (20,763 | )               |  |   | (22,057         | ) |  |   | 21,080  |  
|Net income/(loss) per weighted average share from continuing operations   |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                     |  | $                     | (1.15   | ) |               | $ | (0.90   | )               |  | $ | (1.01           | ) |  | $ | 0.95    |  
|Diluted                                                                   |  | $                     | (1.15   | ) |               | $ | (0.90   | )               |  | $ | (1.01           | ) |  | $ | 0.95    |  
|Net income/(loss) per weighted average share from discontinued operations |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                     |  | $                     | (0.73   | ) |               | $ | (0.04   | )               |  | $ | 0.01            |   |  | $ | 0.00    |  
|Diluted                                                                   |  | $                     | (0.73   | ) |               | $ | (0.04   | )               |  | $ | 0.01            |   |  | $ | 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     |  
|                                                                          | 
|                                                                          |  | Fiscal Quarters Ended |        
|(In thousands, except per share data and number of stores)                |  | May 3,2008            |         |   | August 2,2008 |   |         | November 1,2008 |  |   | January 31,2009 |  
|Net sales                                                                 |  | $                     | 201,880 |   |               | $ | 210,657 |                 |  | $ | 202,957         |   |  | $ | 335,419 |  
|Gross profit                                                              |  |                       | 55,922  |   |               |   | 56,822  |                 |  |   | 53,943          |   |  |   | 80,349  |  
|Net loss from continuing operations                                       |  |                       | (20,618 | ) |               |   | (23,726 | )               |  |   | (24,039         | ) |  |   | (15,874 | )
|Net loss from discontinued operations                                     |  |                       | (11,374 | ) |               |   | (2,916  | )               |  |   | (1,728          | ) |  |   | (2,393  | )
|Net loss                                                                  |  |                       | (31,992 | ) |               |   | (26,642 | )               |  |   | (25,767         | ) |  |   | (18,267 | )
|Net loss per weighted average share from continuing operations            |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                     |  | $                     | (0.93   | ) |               | $ | (1.07   | )               |  | $ | (1.09           | ) |  | $ | (0.72   | )
|Diluted                                                                   |  | $                     | (0.93   | ) |               | $ | (1.07   | )               |  | $ | (1.09           | ) |  | $ | (0.72   | )
|Net loss per weighted average share from discontinued operations          |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                     |  | $                     | (0.52   | ) |               | $ | (0.14   | )               |  | $ | (0.08           | ) |  | $ | (0.11   | )
|Diluted                                                                   |  | $                     | (0.52   | ) |               | $ | (0.14   | )               |  | $ | (0.08           | ) |  | $ | (0.11   | )
|Net loss per weighted average share                                       |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                                     |  | $                     | (1.45   | ) |               | $ | (1.21   | )               |  | $ | (1.17           | ) |  | $ | (0.83   | )
|Diluted                                                                   |  | $                     | (1.45   | ) |               | $ | (1.21   | )               |  | $ | (1.17           | ) |  | $ | (0.83   | )
|Number of stores open at end of period                                    |  |                       | 292     |   |               |   | 296     |                 |  |   | 296             |   |  |   | 296     |  

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 $0.6 million at the end of fiscal 2009 and fiscal 2008 and $0.4 million at the end of fiscal 2007. 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 impact the ending inventory valuation at cost as well as
gross margin. The Companys RIM utilizes multiple departments in which fairly homogeneous classes of



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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. During fiscal 2008, the Company
recorded a $41.7 million non-cash charge on its statement of operations to provide a full valuation allowance against its net deferred tax assets and during fiscal 2009, the Company increased the valuation allowance by $16.0 million. This is a
non-cash charge that management felt was appropriate to record as the cumulative losses in recent years and the store closure activities met the prescribed criteria for taking an allowance under the provisions of ASC 740-10, Income
Taxes. 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 liabilities in accordance with the provisions of ASC 740-10, which requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax basis of the assets and liabilities. We adjust these liabilities when our judgment changes as a
result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax
liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

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 in fiscal 2009, the Company recorded a $1.1 million non-cash charge for the
write-down of property and equipment at the five stores that will close in fiscal 2010 and certain other underperforming stores.

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 in accordance with ASC 420-10, Exit or Disposal
Cost Obligations, in which the liability for the costs associated with an exit or disposal activity is recognized when the liability is incurred. During fiscal 2010, the Company expects to record a pre-tax charge of approximately $2.9 million
related to the store closures consisting primarily of lease exit costs.



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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 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 82 basis points (a 10% change from the
Companys borrowing rate as of January 30, 2010), 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 |  | 31  
|Consolidated Balance Sheets                             |  | 32  
|Consolidated Statements of Operations                   |  | 33  
|Consolidated Statements of Shareholders Equity         |  | 34  
|Consolidated Statements of Cash Flows                   |  | 35  
|Notes to the Consolidated Financial Statements          |  | 36  



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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 30, 2010 and January 31, 2009, and the related
consolidated statements of operations, shareholders equity, and cash flows for each of the three years in the period ended January 30, 2010. We also have audited the Companys internal control over financial reporting as of
January 30, 2010, 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 30, 2010 and January 31, 2009, and the results of their operations and their cash flows for each of the three years in the period
ended January 30, 2010, 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 30, 2010, 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 6, 2010



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COST PLUS, INC.

Consolidated Balance Sheets



|                                                                                                                    |  |                 |         |   |                 |   |         |  
|------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | - | --------------- | - | ------- | -
|(In thousands, except share amounts)                                                                                |  | January 30,2010 |         |   | January 31,2009 |  
|ASSETS                                                                                                              |  |                 |         |   |                 |   |         |  
|Current assets:                                                                                                     |  |                 |         |   |                 |   |         |  
|Cash and cash equivalents                                                                                           |  | $               | 2,602   |   |                 | $ | 3,707   |  
|Merchandise inventories, net                                                                                        |  |                 | 177,203 |   |                 |   | 218,105 |  
|Income taxes receivable                                                                                             |  |                 | 13,144  |   |                 |   | 352     |  
|Other current assets                                                                                                |  |                 | 18,891  |   |                 |   | 23,094  |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total current assets                                                                                                |  |                 | 211,840 |   |                 |   | 245,258 |  
|Property and equipment, net                                                                                         |  |                 | 164,576 |   |                 |   | 195,018 |  
|Other assets, net                                                                                                   |  |                 | 4,016   |   |                 |   | 4,716   |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total assets                                                                                                        |  | $               | 380,432 |   |                 | $ | 444,992 |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                |  |                 |         |   |                 |   |         |  
|Current liabilities:                                                                                                |  |                 |         |   |                 |   |         |  
|Accounts payable                                                                                                    |  | $               | 66,141  |   |                 | $ | 75,163  |  
|Accrued compensation                                                                                                |  |                 | 11,841  |   |                 |   | 12,819  |  
|Accrued store closure and lease exit costs                                                                          |  |                 | 10,220  |   |                 |   | 3,110   |  
|Current portion of long-term debt                                                                                   |  |                 | 874     |   |                 |   | 823     |  
|Other current liabilities                                                                                           |  |                 | 21,667  |   |                 |   | 24,570  |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total current liabilities                                                                                           |  |                 | 110,743 |   |                 |   | 116,485 |  
|Long-term portion of revolving line of credit                                                                       |  |                 | 48,500  |   |                 |   | 38,500  |  
|Capital lease obligations                                                                                           |  |                 | 6,930   |   |                 |   | 7,133   |  
|Long-term debtdistribution center lease obligations                                                                |  |                 | 112,735 |   |                 |   | 113,588 |  
|Other long-term obligations                                                                                         |  |                 | 27,481  |   |                 |   | 33,077  |  
|Commitments and contingencies (See Note 11)                                                                         |  |                 |         |   |                 |   |         |  
|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                                                                                          |  |                 | 171,304 |   |                 |   | 170,151 |  
|Accumulated deficit                                                                                                 |  |                 | (97,482 | ) |                 |   | (34,163 | )
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total shareholders equity                                                                                          |  |                 | 74,043  |   |                 |   | 136,209 |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  
|Total liabilities and shareholders equity                                                                          |  | $               | 380,432 |   |                 | $ | 444,992 |  
|                                                                                                                    |  |                 |         |   |                 |   |         |  

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 30,2010   |         |   | January 31,2009 |   |          | February 2,2008 | 
|Net sales                                                         |  | $                 | 869,459 |   |                 | $ | 950,913  |                 |  | $ | 949,838 |  
|Cost of sales and occupancy                                       |  |                   | 639,846 |   |                 |   | 703,877  |                 |  |   | 678,972 |  
|                                                                  |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Gross profit                                                      |  |                   | 229,613 |   |                 |   | 247,036  |                 |  |   | 270,866 |  
|Selling, general and administrative expenses                      |  |                   | 271,622 |   |                 |   | 314,467  |                 |  |   | 303,161 |  
|Store closure costs                                               |  |                   | 5,799   |   |                 |   |         |                 |  |   |        |  
|Store preopening expenses                                         |  |                   | 238     |   |                 |   | 3,228    |                 |  |   | 3,270   |  
|                                                                  |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Loss from continuing operations, before interest and taxes        |  |                   | (48,046 | ) |                 |   | (70,659  | )               |  |   | (35,565 | )
|Net interest expense                                              |  |                   | 11,206  |   |                 |   | 12,840   |                 |  |   | 11,613  |  
|                                                                  |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Loss from continuing operations before income taxes               |  |                   | (59,252 | ) |                 |   | (83,499  | )               |  |   | (47,178 | )
|                                                                  |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Income tax provision (benefit)                                    |  |                   | (12,738 | ) |                 |   | 758      |                 |  |   | 34      |  
|                                                                  |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Net loss from continuing operations                               |  |                   | (46,514 | ) |                 |   | (84,257  | )               |  |   | (47,212 | )
|                                                                  |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Loss from discontinued operations                                 |  |                   | (16,805 | ) |                 |   | (18,411  | )               |  |   | (8,288  | )
|                                                                  |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Net loss                                                          |  | $                 | (63,319 | ) |                 | $ | (102,668 | )               |  | $ | (55,500 | )
|Net loss per weighted average share from continuing operations:   |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Basic                                                             |  | $                 | (2.11   | ) |                 | $ | (3.82    | )               |  | $ | (2.14   | )
|Diluted                                                           |  | $                 | (2.11   | ) |                 | $ | (3.82    | )               |  | $ | (2.14   | )
|Net loss per weighted average share from discontinued operations: |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Basic                                                             |  | $                 | (0.76   | ) |                 | $ | (0.83    | )               |  | $ | (0.37   | )
|Diluted                                                           |  | $                 | (0.76   | ) |                 | $ | (0.83    | )               |  | $ | (0.37   | )
|Net loss per weighted average share:                              |  |                   |         |   |                 |   |          |                 |  |   |         |  
|Basic                                                             |  | $                 | (2.87   | ) |                 | $ | (4.65    | )               |  | $ | (2.51   | )
|Diluted                                                           |  | $                 | (2.87   | ) |                 | $ | (4.65    | )               |  | $ | (2.51   | )
|Weighted average shares outstandingbasic                         |  |                   | 22,087  |   |                 |   | 22,087   |                 |  |   | 22,086  |  
|Weighted average shares outstandingdiluted                       |  |                   | 22,087  |   |                 |   | 22,087   |                 |  |   | 22,086  |  



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 |   |          | ComprehensiveLoss | 
|(In thousands, except shares)                         |  | Shares       |  | Amount                   |     |                                       |   |        
|Balance at February 3, 2007                           |  | 22,084,239   |  | $                        | 220 |                                       | $ | 167,019 |                          | $ | 124,220  |                   |  | $ | 291,459  |   |  |   |          |  
|Net loss                                              |  |              |  |                          |     |                                       |   |         |                          |   | (55,500  | )                 |  |   | (55,500  | ) |  | $ | (55,500  | )
|Exercise of common stock options                      |  | 2,874        |  |                          | 1   |                                       |   | 16      |                          |   |          |                   |  |   | 17       |   |  |   |          |  
|Share-based compensation                              |  |              |  |                          |     |                                       |   | 1,755   |                          |   |          |                   |  |   | 1,755    |   |  |   |          |  
|Tax effect of disqualifying common stock dispositions |  |              |  |                          |     |                                       |   | 3       |                          |   |          |                   |  |   | 3        |   |  |   |          |  
|Cumulative effect of accounting change (Note 1)       |  |              |  |                          |     |                                       |   |         |                          |   | (215     | )                 |  |   | (215     | ) |  |   |          |  
|                                                      |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  |   |          |  
|Comprehensive loss                                    |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  | $ | (55,500  | )
|                                                      |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  |   |          |  
|Balance at February 2, 2008                           |  | 22,087,113   |  | $                        | 221 |                                       | $ | 168,793 |                          | $ | 68,505   |                   |  | $ | 237,519  |   |  |   |          |  
|Net loss                                              |  |              |  |                          |     |                                       |   |         |                          |   | (102,668 | )                 |  |   | (102,668 | ) |  | $ | (102,668 | )
|Share-based compensation                              |  |              |  |                          |     |                                       |   | 1,358   |                          |   |          |                   |  |   | 1,358    |   |  |   |          |  
|                                                      |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  |   |          |  
|Comprehensive loss                                    |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  | $ | (102,668 | )
|                                                      |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  |   |          |  
|Balance at January 31, 2009                           |  | 22,087,113   |  | $                        | 221 |                                       | $ | 170,151 |                          | $ | (34,163  | )                 |  | $ | 136,209  |   |  |   |          |  
|Net loss                                              |  |              |  |                          |     |                                       |   |         |                          |   | (63,319  | )                 |  |   | (63,319  | ) |  | $ | (63,319  | )
|Share-based compensation                              |  |              |  |                          |     |                                       |   | 1,153   |                          |   |          |                   |  |   | 1,153    |   |  |   |          |  
|                                                      |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  |   |          |  
|Comprehensive loss                                    |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  | $ | (63,319  | )
|                                                      |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  |   |          |  
|Balance at January 30, 2010                           |  | 22,087,113   |  | $                        | 221 |                                       | $ | 171,304 |                          | $ | (97,482  | )                 |  | $ | 74,043   |   |  |   |          |  
|                                                      |  |              |  |                          |     |                                       |   |         |                          |   |          |                   |  |   |          |   |  |   |          |  

See notes to consolidated financial statements.



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COST PLUS, INC.

Consolidated Statements of Cash Flows



|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|----------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | --------------- | - | -------- | --------------- |  | - | -------- | -
|                                                                                          |  | Fiscal Year Ended |         
|(In thousands)                                                                            |  | January 30,2010   |          |   | January 31,2009 |   |          | February 2,2008 | 
|Cash Flows From Operating Activities:                                                     |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net loss                                                                                  |  | $                 | (63,319  | ) |                 | $ | (102,668 | )               |  | $ | (55,500  | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Depreciation and amortization                                                             |  |                   | 28,573   |   |                 |   | 34,508   |                 |  |   | 36,612   |  
|Permanent inventory write-down                                                            |  |                   |         |   |                 |   | 9,000    |                 |  |   |         |  
|Tax effect of disqualifying common stock dispositions                                     |  |                   |         |   |                 |   |         |                 |  |   | 3        |  
|Share-based compensation expense                                                          |  |                   | 1,153    |   |                 |   | 1,358    |                 |  |   | 1,755    |  
|Loss on asset disposal                                                                    |  |                   | 516      |   |                 |   | 2,048    |                 |  |   | 92       |  
|Deferred income taxes                                                                     |  |                   |         |   |                 |   | 1,963    |                 |  |   | 11,072   |  
|Impairment of property and equipment                                                      |  |                   | 1,142    |   |                 |   | 3,901    |                 |  |   | 2,251    |  
|Changes in assets and liabilities:                                                        |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Merchandise inventories                                                                   |  |                   | 40,902   |   |                 |   | 45,750   |                 |  |   | (8,799   | )
|Income taxes                                                                              |  |                   | (12,792  | ) |                 |   | 15,203   |                 |  |   | (11,650  | )
|Other assets                                                                              |  |                   | 4,866    |   |                 |   | 967      |                 |  |   | 4,027    |  
|Accounts payable                                                                          |  |                   | (8,449   | ) |                 |   | (17,513  | )               |  |   | 29,026   |  
|Other liabilities                                                                         |  |                   | 2,075    |   |                 |   | 2,594    |                 |  |   | (3,903   | )
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net cash provided by (used in) operating activities                                       |  |                   | (5,333   | ) |                 |   | (2,889   | )               |  |   | 4,986    |  
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash Flows From Investing Activities:                                                     |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Purchases of property and equipment                                                       |  |                   | (3,553   | ) |                 |   | (14,933  | )               |  |   | (33,097  | )
|Proceeds from sale of property and equipment                                              |  |                   | 8        |   |                 |   | 34       |                 |  |   | 36       |  
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net cash used in investing activities                                                     |  |                   | (3,545   | ) |                 |   | (14,899  | )               |  |   | (33,061  | )
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash Flows From Financing Activities:                                                     |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Borrowings under revolving line of credit (see Note 1)                                    |  |                   | 293,026  |   |                 |   | 294,516  |                 |  |   | 267,637  |  
|Payments under revolving line of credit (see Note 1)                                      |  |                   | (283,026 | ) |                 |   | (274,076 | )               |  |   | (249,577 | )
|Proceeds from long-term debt                                                              |  |                   |         |   |                 |   |         |                 |  |   | 39,586   |  
|Pay-down of long-term debt                                                                |  |                   |         |   |                 |   |         |                 |  |   | (36,000  | )
|Principal payments on long-term debt - distribution center lease obligations              |  |                   | (802     | ) |                 |   | (775     | )               |  |   | (597     | )
|Debt issuance costs                                                                       |  |                   |         |   |                 |   |         |                 |  |   | (781     | )
|Principal payments on capital lease obligations                                           |  |                   | (1,425   | ) |                 |   | (1,453   | )               |  |   | (1,623   | )
|Proceeds from the issuance of common stock                                                |  |                   |         |   |                 |   |         |                 |  |   | 16       |  
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net cash provided by financing activities                                                 |  |                   | 7,773    |   |                 |   | 18,212   |                 |  |   | 18,661   |  
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Net increase/(decrease) in cash and cash equivalents                                      |  |                   | (1,105   | ) |                 |   | 424      |                 |  |   | (9,414   | )
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash and Cash Equivalents:                                                                |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Beginning of period                                                                       |  |                   | 3,707    |   |                 |   | 3,283    |                 |  |   | 12,697   |  
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|End of period                                                                             |  | $                 | 2,602    |   |                 | $ | 3,707    |                 |  | $ | 3,283    |  
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Supplemental Disclosures of Cash Flow Information:                                        |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash paid for interest                                                                    |  | $                 | 11,271   |   |                 | $ | 12,287   |                 |  | $ | 11,595   |  
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|Cash paid (received) for income taxes                                                     |  | $                 | 136      |   |                 | $ | (15,567  | )               |  | $ | (2,304   | )
|                                                                                          |  |                   |          |   |                 |   |          |                 |  |   |          |  
|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 its subsidiaries (Cost Plus World Market or the Company) is a specialty retailer of casual home living and entertaining products. At
January 30, 2010, the Company operated 268 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 30,2010   |         |   | January 31,2009 |   |           | February 2,2008 | 
|Home Furnishings                                                                                           |  | $                 | 519,074 |   |                 | $ | 619,090   |                 |  | $ | 627,953   |  
|Consumables                                                                                                |  |                   | 355,959 |   |                 |   | 390,058   |                 |  |   | 394,206   |  
|                                                                                                           |  |                   |         |   |                 |   |           |                 |  |   |           |  
|Total                                                                                                      |  |                   | 875,033 |   |                 |   | 1,009,148 |                 |  |   | 1,022,159 |  
|                                                                                                           |  |                   |         |   |                 |   |           |                 |  |   |           |  
|Less: Net sales from discontinued operations                                                               |  |                   | (7,495  | ) |                 |   | (59,680   | )               |  |   | (74,059   | )
|Add: Deferred sales, shipping revenue, furniture assembly revenue, drop ship revenue and returns allowance |  |                   | 1,921   |   |                 |   | 1,445     |                 |  |   | 1,738     |  
|                                                                                                           |  |                   |         |   |                 |   |           |                 |  |   |           |  
|Net sales from continuing operations                                                                       |  | $                 | 869,459 |   |                 | $ | 950,913   |                 |  | $ | 949,838   |  

Liquidity
Including fiscal 2009, the Company has experienced net losses each annual period since fiscal 2006. As of January 30, 2010, the Company had an accumulated deficit of $97.5 million. For fiscal 2009 and fiscal 2008, the Company was unable to
generate cash flows from its operating activities. There can be no assurance that the 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 the Companys financial condition. While the Company believes that its existing cash balance and borrowings under its asset-based credit facility will provide sufficient
liquidity for the next 12 months, the Company continues to explore alternate sources of capital for future expansion. The Company is dependent upon its asset-based credit facility to fund operating losses and seasonal inventory purchases. The
Company does not plan on fully paying off its asset-based credit facility during fiscal 2010. Access to the Companys asset-based credit facility is dependent upon meeting its debt covenants and not exceeding the borrowing limit of the
asset-based credit facility. There can be no assurance that the Company will achieve or sustain positive cash flows from operations or profitability. If the Company is unable to maintain adequate liquidity, future operations may need to be scaled
back or discontinued.

Financing Activities Cash Flow PresentationDuring fiscal 2009, the Company determined that the
borrowings and payments under its revolving line of credit should be presented on a gross basis, not a net basis, within the financing activities section of the consolidated statement of cash flows. Accordingly, the Company has restated the
fiscal 2008 and fiscal 2007 consolidated statement of cash flows to reflect borrowings on the revolving line of credit on a gross basis.

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 30, 2010 (fiscal 2009), January 31, 2009
(fiscal 2008) and February 2, 2008 (fiscal 2007). All fiscal years presented consist of 52 weeks.



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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 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 Instruments The 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 |  | 3-10 years                               

Capital
LeasesProperty 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 and other intangibles. Lease rights and interests are
amortized on a straight-line basis over their related lease terms.

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 in fiscal 2009, the Company recorded a $1.1 million non-cash charge for the write-down of property and equipment at
the five stores that will close in fiscal 2010 and certain other underperforming stores. At January 30, 2010, the gross carrying value of intangible assets subject to amortization was $1.6 million with accumulated amortization of $1.1 million.
Amortization expense related to these assets, primarily lease rights, totaled approximately $37,000 in fiscal 2009, $45,000 in fiscal 2008, and $48,000 in fiscal



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2007. The Company expects amortization expense for the existing intangible assets will be approximately $37,000 for fiscal 2010, and approximately $37,000, $36,000, $36,000 and $36,000 for fiscal
2011, 2012, 2013 and 2014, respectively.

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 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 $7.4 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 $11.9 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. The cumulative net excess of recorded rent expense over lease payments made in
the amount of $26.9 million and $32.5 million is reflected in other long-term obligations on the consolidated balance sheets as of January 30, 2010 and January 31, 2009, respectively.

Share-Based CompensationAs of January 30, 2010, the Company had stock options and awards outstanding under three share-based
compensation plans, which are described more fully in Note 9. The Company accounts for share-based compensation arrangements in accordance with ASC 718-10, Share-Based Payment. Under the provisions of ASC 718-10, the Company is required
to measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award, using the modified-prospective-transition method. Under that transition method, compensation cost recognized during the
period includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 29, 2006, based on the grant date fair value estimated in accordance with the original provisions of ASC 718-10, and
(b) compensation cost for all share-based payments granted subsequent to January 29, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718-10.

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. Compensation expense for all share-based payment awards granted prior to January 29, 2006 will continue to be recognized based on the multiple option approach (accelerated method) and compensation expense for all
share-based payment awards granted subsequent to January 28, 2006 will be recognized using the straight-line method. 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 $1.2 million in fiscal 2009 compared to $1.4
million in fiscal 2008. Share-based compensation expense is included as a component of selling, general and administrative expenses. At year end, there was $0.8 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 1.7 years.



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The following table presents the weighted-average assumptions used in the
Black-Scholes-Merton option pricing model to value the stock options granted during fiscal 2009, 2008, and 2007:



|                        |  |                   |   |  |                 |   |  |                 |  
|----------------------- |  | ----------------- | - |  | --------------- | - |  | --------------- | -
|                        |  | Fiscal Year Ended |  
|                        |  | January 30,2010   |   |  | January 31,2009 |   |  | February 2,2008 |  
|Expected dividend rate  |  |                  |   |  |                |   |  |                |  
|Volatility              |  | 83.3              | % |  | 55.9            | % |  | 41.0            | %
|Risk-free interest rate |  | 1.8               | % |  | 2.4             | % |  | 4.5             | %
|Expected lives (years)  |  | 4.5               |   |  | 4.8             |   |  | 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. 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.

Revenue Recognition The Company
recognizes revenue from the sale of merchandise either at the point of sale in its stores or at the estimated 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 $0.6 million at the end of fiscal 2009 and fiscal 2008 and $0.4 million at the end of fiscal 2007. Revenues are presented net of any taxes collected from customers and remitted to governmental authorities.

Cost of Sales and Occupancy Cost of sales includes 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 RebatesThe Companys policy is to recognize vendor credits and rebates in accordance with the provisions of the ASC 605-50, Customer Payments and Incentives.
Markdown 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, administration, legal and accounting, among others. Such costs include compensation, insurance costs, asset impairments, 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.



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##### Table of Contents

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 2009, 2008 and 2007, advertising costs were $51.6 million, $59.0 million and $58.1 million, respectively.

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 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 TaxesThe Company accounts for income taxes in accordance with the provisions of ASC 740-10, Income Taxes, which
requires the recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. The recording of the net
deferred tax asset assumes the realization of such assets in the future; otherwise a valuation allowance must be recorded to reduce the assets to its net realizable value. The Company considers future pre-tax income and, if necessary, ongoing
prudent and feasible tax planning strategies in assessing the need for a valuation allowance. The Company has recorded a full valuation allowance for fiscal years 2009 and 2008.

On February 4, 2007, the Company adopted new accounting guidance on the accounting for uncertainty in income taxes. This accounting
guidance requires that a company recognize in its consolidated financial statements the impact of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position. See Note 8 to the
consolidated financial statements for further disclosure.

Comprehensive Income Comprehensive income consists of net
income for all periods presented.

Net Income per Share Earnings Per Share is to be computed and reported as both basic
EPS and diluted EPS. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income 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 into common stock.

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



|                                 |  |                   |  |                 |  |                
|-------------------------------- |  | ----------------- |  | --------------- |  | ---------------
|                                 |  | Fiscal Year Ended
|(In thousands)                   |  | January 30,2010   |  | January 31,2009 |  | February 2,2008
|Basic shares                     |  | 22,087            |  | 22,087          |  | 22,086         
|Effect of dilutive stock options |  |                  |  |                |  |               
|                                 |  |                   |  |                 |  |                
|Diluted shares                   |  | 22,087            |  | 22,087          |  | 22,086         
|                                 |  |                   |  |                 |  |                

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 30, 2010, January 31, 2009, and February 2, 2008 there were anti-dilutive
options of 3,129,007; 3,113,068 and 2,258,303, respectively.



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##### Table of Contents

New Accounting Pronouncements On February 3, 2008, the Company adopted
Accounting Standards Codification (ASC) 820-10, Fair Value Measurements. ASC 820-10 clarifies the definition of fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. This statement did not require any new fair value measurements. Additionally, on February 1, 2009, in accordance with ASC 820-10, the Company adopted the provisions of ASC 820-10 for all other
nonfinancial assets and nonfinancial liabilities. Refer to Note 12 for additional information.

Additionally, in January 2010,
FASB issued guidance which amends and clarifies existing guidance related to fair value measurements and disclosures. This 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 Company does not expect that this guidance will have a material impact on its consolidated financial statements.

In June 2009, the FASB approved the FASB Accounting Standards Codification, (Codification), as the single source of authoritative U.S. GAAP for all non-governmental entities, with the exception of the SEC and
its staff. The Codification, which launched July 1, 2009, changes the referencing and organization of accounting guidance and is effective for interim and annual periods ending after September 15, 2009. Since it is not intended to change
or alter existing U.S. GAAP, the Codification did not have any impact on the Companys financial condition or results of operations.

Note 2. Continuing Operations Store Closure Activities

In January 2009, the Board of Directors of the Company
approved a plan for the Company to close 26 of its existing stores; eight of these stores are classified within continuing operations. All eight stores classified within continuing operations were closed during the first quarter of fiscal 2009 and,
with the exception of finalizing any lease settlement activities, all store closure activities were completed during the first quarter of fiscal 2009. Additionally, in January 2010, the Board approved a plan for the Company to close five of its
existing stores, all of which are classified within continuing operations. All five stores will close during the first quarter of fiscal 2010.

The costs associated with closing the stores were accounted for in accordance with ASC 420-10, Exit or Disposal Cost Obligations, in which the liability for the costs associated with an exit
or disposal activity is recognized when the liability is incurred. During fiscal 2009, the costs related to closing the eight stores classified within continued operations totaled $5.8 million, consisting primarily of estimated lease exit costs net
of estimated sublease income. There were no store closure costs in fiscal 2008 relating to closed stores that were classified within continuing operations.

Additional charges or gains 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 this disposition 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 reserve for store closures in continuing operations, which is included in accrued store closure and lease exit
costs as of January 30, 2010 (in thousands):



|                                                   |  |   |        |  
|-------------------------------------------------- |  | - | ------ | -
|Balance at January 31, 2009                        |  | $ |       |  
|Lease exit costs, net of estimated sublease income |  |   | 4,804  |  
|Severance and closure costs                        |  |   | 992    |  
|Payments for leases and settlements                |  |   | (2,151 | )
|Payments for severance and closure costs           |  |   | (875   | )
|                                                   |  |   |        |  
|Balance at January 30, 2010                        |  | $ | 2,770  |  
|                                                   |  |   |        |  



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Note 3. Discontinued Operations

In January 2009, the Board of Directors of the Company approved a plan for the Company to close 26 of its existing stores; 18 of these stores
are classified within discontinued operations as they were in eight underperforming media markets that the Company exited. All 18 stores classified within discontinued operations were closed during the first quarter of fiscal 2009 and, with the
exception of finalizing any lease settlement activities, all store closure activities were completed during the first quarter of fiscal 2009. The loss from discontinued operations also includes the adjustment of estimated lease exit costs net of
estimated sublease income resulting from the settlement of lease buy-outs related to the 13 stores that were closed in the first quarter of fiscal 2008.

The 18 stores closed in the first quarter of fiscal 2009 and the 13 stores closed in the first quarter of fiscal 2008 are reported as discontinued operations in accordance with ASC 205-20,
Presentation of Financial StatementsDiscontinued Operations, which requires the Company to report the results of operations of a component of an entity that either has been disposed of or is classified as held for sale, in
discontinued operations. As such, both current and prior year results for these stores are classified as discontinued operations on the Companys condensed consolidated statements of operations.

Also included in discontinued operations are the costs associated with closing the stores reported as discontinued operations. These
costs were accounted for in accordance with ASC 420-10, Exit or Disposal Cost Obligations and were approximately $16.1 million for fiscal 2009 and $13.4 million for 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. At the end of each quarter, the Company evaluates the remaining accrual balance to ensure its adequacy.

Additional
charges or gains 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 this disposition are subject to
significant uncertainty, including the variability in future vacancy periods, sublease income or negotiations with landlords regarding buy-out payments on leases.

Results from discontinued operations were as follows:



|                                                    |  |                 |         |   |                 |   |         |                 |  |   |         |  
|--------------------------------------------------- |  | --------------- | ------- | - | --------------- | - | ------- | --------------- |  | - | ------- | -
|(In thousands)                                      |  | January 30,2010 |         |   | January 31,2009 |   |         | February 2,2008 | 
|Store sales                                         |  | $               | 7,495   |   |                 | $ | 59,680  |                 |  | $ | 74,059  |  
|Costs and expenses:                                 |  |                 |         |   |                 |   |         |                 |  |   |         |  
|Cost of store sales and occupancy                   |  |                 | 5,723   |   |                 |   | 45,966  |                 |  |   | 57,625  |  
|Operating and administrative expenses1              |  |                 | 3,977   |   |                 |   | 19,629  |                 |  |   | 26,701  |  
|Lease exit costs, net of estimated sublease income1 |  |                 | 14,040  |   |                 |   | 11,917  |                 |  |   |        |  
|Severance and shutdown costs1                       |  |                 | 560     |   |                 |   | 579     |                 |  |   |        |  
|                                                    |  |                 |         |   |                 |   |         |                 |  |   |         |  
|Loss before income taxes                            |  |                 | (16,805 | ) |                 |   | (18,411 | )               |  |   | (10,267 | )
|                                                    |  |                 |         |   |                 |   |         |                 |  |   |         |  
|Income tax benefit                                  |  |                 |        |   |                 |   |        |                 |  |   | 1,979   |  
|                                                    |  |                 |         |   |                 |   |         |                 |  |   |         |  
|Loss from discontinued operations, net of tax       |  | $               | (16,805 | ) |                 | $ | (18,411 | )               |  | $ | (8,288  | )
|                                                    |  |                 |         |   |                 |   |         |                 |  |   |         |  



| | 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 $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 2008,
respectively, were included in operating and administrative expenses, as these costs related primarily to consulting and administrative services to close the stores.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Following is a summary of the reserve for store closures in discontinued operations, which
is included in accrued store closure and lease exit costs as of January 30, 2010 and January 31, 2009, respectively (in thousands):



|                                                   |  |                 |        |   |                 |   |        |  
|-------------------------------------------------- |  | --------------- | ------ | - | --------------- | - | ------ | -
|                                                   |  | January 30,2010 |        |   | January 31,2009 |  
|Beginning Balance                                  |  | $               | 3,110  |   |                 | $ |       |  
|Lease exit costs, net of estimated sublease income |  |                 | 14,040 |   |                 |   | 11,930 |  
|Severance and closure costs                        |  |                 | 560    |   |                 |   | 579    |  
|Payments for leases and settlements                |  |                 | (9,700 | ) |                 |   | (8,820 | )
|Payments for severance and closure costs           |  |                 | (560   | ) |                 |   | (579   | )
|                                                   |  |                 |        |   |                 |   |        |  
|Ending Balance                                     |  | $               | 7,450  |   |                 | $ | 3,110  |  
|                                                   |  |                 |        |   |                 |   |        |  

Note 4. Property and Equipment

Property and equipment consist of the following:



|                                                  |  |                 |          |   |                 |   |          |  
|------------------------------------------------- |  | --------------- | -------- | - | --------------- | - | -------- | -
|(In thousands)                                    |  | January 30,2010 |          |   | January 31,2009 |  
|Building and leasehold improvements               |  | $               | 99,251   |   |                 | $ | 112,656  |  
|Facilities and land subject to sale and leaseback |  |                 | 115,025  |   |                 |   | 115,013  |  
|Furniture, fixtures, equipment and software       |  |                 | 132,133  |   |                 |   | 144,288  |  
|Facilities under capital leases                   |  |                 | 15,907   |   |                 |   | 21,734   |  
|                                                  |  |                 |          |   |                 |   |          |  
|Total                                             |  |                 | 362,316  |   |                 |   | 393,691  |  
|Less accumulated depreciation and amortization    |  |                 | (197,740 | ) |                 |   | (198,673 | )
|                                                  |  |                 |          |   |                 |   |          |  
|Property and equipment, net                       |  | $               | 164,576  |   |                 | $ | 195,018  |  
|                                                  |  |                 |          |   |                 |   |          |  

Note 5. Other Assets

Other assets consist of the following:



|                              |  |                 |        |   |                 |   |        |  
|----------------------------- |  | --------------- | ------ | - | --------------- | - | ------ | -
|(In thousands)                |  | January 30,2010 |        |   | January 31,2009 |  
|Lease rights and interests    |  | $               | 1,556  |   |                 | $ | 1,556  |  
|Other intangibles             |  |                 | 1,829  |   |                 |   | 1,926  |  
|Prepaid rent                  |  |                 | 2,581  |   |                 |   | 2,581  |  
|Other                         |  |                 | 2,127  |   |                 |   | 2,383  |  
|                              |  |                 |        |   |                 |   |        |  
|Total                         |  |                 | 8,093  |   |                 |   | 8,446  |  
|Less accumulated amortization |  |                 | (4,077 | ) |                 |   | (3,730 | )
|                              |  |                 |        |   |                 |   |        |  
|Other assets, net             |  | $               | 4,016  |   |                 | $ | 4,716  |  
|                              |  |                 |        |   |                 |   |        |  

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.



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##### Table of Contents

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 30, 2010 are as follows:



|                                           |  |                |        |   |                  |   |         |  |   |        
|------------------------------------------ |  | -------------- | ------ | - | ---------------- | - | ------- |  | - | -------
|(In thousands)                             |  | Capital Leases |        |   | Operating Leases |   | Total1 
|Fiscal year:                               |  |                |        |   |                  |   |         |  |   |        
|2010                                       |  | $              | 1,750  |   |                  | $ | 75,222  |  | $ | 76,972 
|2011                                       |  |                | 1,642  |   |                  |   | 68,939  |  |   | 70,581 
|2012                                       |  |                | 1,457  |   |                  |   | 61,082  |  |   | 62,539 
|2013                                       |  |                | 1,224  |   |                  |   | 52,560  |  |   | 53,784 
|2014                                       |  |                | 1,029  |   |                  |   | 41,414  |  |   | 42,443 
|Thereafter through the year 2040           |  |                | 7,537  |   |                  |   | 82,764  |  |   | 90,301 
|                                           |  |                |        |   |                  |   |         |  |   |        
|Minimum lease commitments                  |  |                | 14,639 |   |                  | $ | 381,981 |  | $ | 396,620
|                                           |  |                |        |   |                  |   |         |  |   |        
|Less amount representing interest          |  |                | (6,813 | ) |                  |   |         |  |   |        
|                                           |  |                |        |   |                  |   |         |  |   |        
|Present value of capital lease obligations |  |                | 7,826  |   |                  |   |         |  |   |        
|Less current portion2                      |  |                | (896   | ) |                  |   |         |  |   |        
|                                           |  |                |        |   |                  |   |         |  |   |        
|Long-term portion3                         |  | $              | 6,930  |   |                  |   |         |  |   |        
|                                           |  |                |        |   |                  |   |         |  |   |        



| | 1. | This table does not include the financial obligations for the California or Virginia distribution centers. See Note 7 for more information.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | The current portion of capital lease obligations is included in other current liabilities on the Companys consolidated balance sheet.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------

| | 3. | The long-term portion of capital lease obligations is included in capital lease obligations on the Companys consolidated balance sheet.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------

Interest expense related to capital leases was $0.9 million, $1.0 million, and $1.1 million for fiscal 2009, 2008, and 2007,
respectively.

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



|                                         |  |                   |        |   |                 |   |        |                 |  |   |        |  
|---------------------------------------- |  | ----------------- | ------ | - | --------------- | - | ------ | --------------- |  | - | ------ | -
|                                         |  | Fiscal Year Ended |       
|(In thousands)                           |  | January 30,2010   |        |   | January 31,2009 |   |        | February 2,2008 | 
|Operating leases:                        |  |                   |        |   |                 |   |        |                 |  |   |        |  
|Minimum rental expense                   |  | $                 | 78,435 |   |                 | $ | 81,222 |                 |  | $ | 76,538 |  
|Contingent rental expense                |  |                   | 297    |   |                 |   | 90     |                 |  |   | 87     |  
|Less sublease rental income              |  |                   | (407   | ) |                 |   | (329   | )               |  |   | (347   | )
|                                         |  |                   |        |   |                 |   |        |                 |  |   |        |  
|Total                                    |  | $                 | 78,325 |   |                 | $ | 80,983 |                 |  | $ | 76,278 |  
|                                         |  |                   |        |   |                 |   |        |                 |  |   |        |  
|Capital leasescontingent rental expense |  | $                 | 1,463  |   |                 | $ | 1,459  |                 |  | $ | 1,626  |  
|                                         |  |                   |        |   |                 |   |        |                 |  |   |        |  

Total minimum rental income to be received from non-cancelable sublease agreements through 2012 is
approximately $1.1 million as of January 30, 2010.



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##### Table of Contents

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

The Companys long-term debt as of January 30, 2010 and January 31, 2009 is summarized as follows:



|                                                           |  |                 |         |   |                 |   |         |  
|---------------------------------------------------------- |  | --------------- | ------- | - | --------------- | - | ------- | -
|(In thousands)                                             |  | January 30,2010 |         |   | January 31,2009 |  
|Obligations under sale and leaseback:                      |  |                 |         |   |                 |   |         |  
|California distribution centers                            |  | $               | 62,073  |   |                 | $ | 62,642  |  
|Virginia distribution center                               |  |                 | 51,536  |   |                 |   | 51,769  |  
|                                                           |  |                 |         |   |                 |   |         |  
|Total long-term debtdistribution center lease obligations |  |                 | 113,609 |   |                 |   | 114,411 |  
|                                                           |  |                 |         |   |                 |   |         |  
|Less current portion                                       |  |                 | (874    | ) |                 |   | (823    | )
|                                                           |  |                 |         |   |                 |   |         |  
|Long-term debtdistribution center lease obligations, net  |  | $               | 112,735 |   |                 | $ | 113,588 |  
|                                                           |  |                 |         |   |                 |   |         |  

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



|                                                           |  |                                                      |        
|---------------------------------------------------------- |  | ---------------------------------------------------- | -------
|(In thousands)                                             |  | Long-term debt distribution centerlease obligations
|Fiscal year:                                               |  |                                                      |        
|2010                                                       |  | $                                                    | 874    
|2011                                                       |  |                                                      | 885    
|2012                                                       |  |                                                      | 929    
|2013                                                       |  |                                                      | 992    
|2014                                                       |  |                                                      | 1,060  
|Thereafter through the year 2046                           |  |                                                      | 108,869
|                                                           |  |                                                      |        
|Total long-term debtdistribution center lease obligations |  | $                                                    | 113,609
|                                                           |  |                                                      |        

On April 7, 2006, the Company entered into a
sale-leaseback transaction with Inland Real Estate Acquisitions, Inc., a third party real estate investment trust (Inland-A). In connection with the transaction, the Company sold its Stockton, California distribution center property to
Inland-A for net proceeds of $29.8 million. The property sold consisted of a 500,000 square foot building located on approximately 55 acres. At the closing on April 7, 2006, the Company entered into a lease agreement and a subground lease
agreement with Inland-A to lease the property back. The Company used a portion of the proceeds from the sale of the property to retire $18.2 million of long-term debt related to the Companys purchase of the property, and the remaining proceeds
were used for other business purposes. The Company accounted for the transaction as a financing whereby the net book value of the asset remains on the Companys consolidated balance sheet. The Company also recorded a financing obligation in the
amount of approximately $29.8 million, 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. On July 31, 2007, the Company entered into a new lease agreement, as described below, and as a result approximately $4.0 million of
outstanding long-term debt was transferred to the new lease agreement and is being amortized thereunder. As of January 30, 2010 the balance of the financing obligation was $24.7 million and was included on the Companys consolidated
balance sheet as long-term debt.

On July 31, 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 (Inland-B), in which the Company sold its newly constructed distribution facility in Stockton, California for proceeds of $34.3 million. At the closing
on July 31, 2007, the Company entered into a lease agreement with Inland-B (new lease agreement) to lease the property back. In addition, the new lease agreement terminated and replaced the existing subground lease agreement which
had an outstanding long-term debt balance of approximately $4.0 million. The Company used the proceeds from the sale to pay-off long-term debt associated with the construction of the distribution facility.



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The Company accounted for the transaction as a financing whereby the net book value of the asset remains on the Companys consolidated balance sheet. The Company also recorded a financing
obligation in the amount of approximately $34.3 million, 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 30, 2010, the balance of the financing obligation was approximately $37.3 million and was
included on the Companys consolidated balance sheet as long-term debt.

On December 21, 2006, the Company entered
into a sale-leaseback transaction with Inland-A, in which the Company sold its Windsor, Virginia distribution center property to Inland-A for net proceeds of $52.3 million. The property sold consisted of a 1,000,000 square foot building located on
approximately 82 acres. At the closing on December 21, 2006, the Company entered into a lease agreement with Inland-A to lease the property back. The Company used a portion of the net proceeds from the sale to pay-off the long-term debt of
$34.1 million related to the Companys purchase of the property, and used the remaining proceeds for other business purposes. The Company accounted for the transaction as a financing whereby the net book value of the asset remains on the
Companys consolidated balance sheet. The Company also recorded a financing obligation in the amount of approximately $52.3 million, 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 30, 2010, the balance of
the financing obligation was $51.5 million and was included on the Companys consolidated balance sheet as long-term debt.

On June 25, 2007, the Company entered into a secured five-year revolving credit agreement (the Credit Agreement) with a group of banks that terminated and replaced its existing five-year line of credit agreement and its
existing 18-month asset-based credit facility. The Credit Agreement allows for cash borrowings and letters of credit under a secured asset-based credit facility of up to $200.0 million. The amount available for borrowing at any time will be limited
by a stated percentage of the aggregate amount of the liquidation 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 and hereafter-acquired by the Company. Interest will be paid in arrears monthly,
quarterly, or over the applicable interest period as selected by the Company, with the entire balance payable on June 25, 2012. Borrowings pursuant to the asset-based credit facility will 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 Excess Availability, as defined in the Credit Agreement. In addition, the Company will pay 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, repurchase its outstanding common stock, change its business, enter into transactions
with affiliates, and dispose of assets including closing stores. 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 Average Excess Availability is 15% or less of the borrowing capacity 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



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January 30, 2010, the Company was in compliance with its loan covenant requirements, had $48.5 million in borrowings and $12.9 million in outstanding letters of credit, and had remaining
credit available under the Credit Agreement of $64.9 million. 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.

The borrowing base,
based on inventory and accounts receivable value less certain reserves, at January 30, 2010 and at January 31, 2009 consisted of the following (in millions):



|                                                                                    |  |                 |       |   |                 |   |       |  
|----------------------------------------------------------------------------------- |  | --------------- | ----- | - | --------------- | - | ----- | -
|                                                                                    |  | January 30,2010 |       |   | January 31,2009 |  
|Account receivable availability                                                     |  | $               | 6.0   |   |                 | $ | 8.0   |  
|Inventory availability                                                              |  |                 | 130.0 |   |                 |   | 153.3 |  
|Less: reserves                                                                      |  |                 | (9.7  | ) |                 |   | (10.0 | )
|                                                                                    |  |                 |       |   |                 |   |       |  
|Total borrowing base                                                                |  | $               | 126.3 |   |                 | $ | 151.3 |  
|                                                                                    |  |                 |       |   |                 |   |       |  
|                                                                                   
|The aggregate borrowing base is reduced by the following obligations (in millions): | 
|Ending loan balance                                                                 |  | $               | 48.5  |   |                 | $ | 38.5  |  
|Outstanding letters of credit                                                       |  |                 | 12.9  |   |                 |   | 13.5  |  
|                                                                                    |  |                 |       |   |                 |   |       |  
|Total obligations                                                                   |  | $               | 61.4  |   |                 | $ | 52.0  |  
|                                                                                    |  |                 |       |   |                 |   |       |  
|                                                                                   
|The availability at January 30, 2010 and at January 31, 2009 was (in millions):     | 
|Total borrowing base                                                                |  | $               | 126.3 |   |                 | $ | 151.3 |  
|Less: obligations                                                                   |  |                 | (61.4 | ) |                 |   | (52.0 | )
|                                                                                    |  |                 |       |   |                 |   |       |  
|Total availability                                                                  |  | $               | 64.9  |   |                 | $ | 99.3  |  
|                                                                                    |  |                 |       |   |                 |   |       |  

Note 8. Income Taxes

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



|                                              |  |                   |         |   |                 |   |        |                 |  |   |        |  
|--------------------------------------------- |  | ----------------- | ------- | - | --------------- | - | ------ | --------------- |  | - | ------ | -
|                                              |  | Fiscal Year Ended |        
|(In thousands)                                |  | January 30,2010   |         |   | January 31,2009 |   |        | February 2,2008 | 
|Current:                                      |  |                   |         |   |                 |   |        |                 |  |   |        |  
|Federal                                       |  | $                 | (12,981 | ) |                 | $ | (848   | )               |  | $ | (8,341 | )
|State                                         |  |                   | 243     |   |                 |   | (357   | )               |  |   | 422    |  
|                                              |  |                   |         |   |                 |   |        |                 |  |   |        |  
|Total current                                 |  |                   | (12,738 | ) |                 |   | (1,205 | )               |  |   | (7,919 | )
|                                              |  |                   |         |   |                 |   |        |                 |  |   |        |  
|Deferred:                                     |  |                   |         |   |                 |   |        |                 |  |   |        |  
|Federal                                       |  |                   |        |   |                 |   | 1,963  |                 |  |   | (3,905 | )
|State                                         |  |                   |        |   |                 |   |       |                 |  |   | 9,879  |  
|                                              |  |                   |         |   |                 |   |        |                 |  |   |        |  
|Total deferred                                |  |                   |        |   |                 |   | 1,963  |                 |  |   | 5,974  |  
|                                              |  |                   |         |   |                 |   |        |                 |  |   |        |  
|Provision (benefit) for income taxes          |  | $                 | (12,738 | ) |                 | $ | 758    |                 |  | $ | (1,945 | )
|Components of income tax provision (benefit): |  |                   |         |   |                 |   |        |                 |  |   |        |  
|Continuing operations                         |  | $                 | (12,738 | ) |                 | $ | 758    |                 |  | $ | 34     |  
|Discontinued operations                       |  |                   |        |   |                 |   |       |                 |  |   | (1,979 | )
|                                              |  |                   |         |   |                 |   |        |                 |  |   |        |  
|                                              |  | $                 | (12,738 | ) |                 | $ | 758    |                 |  | $ | (1,945 | )
|                                              |  |                   |         |   |                 |   |        |                 |  |   |        |  



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



|                                                            |  |                   |    |  |                 |    |  |                 |   
|----------------------------------------------------------- |  | ----------------- | -- |  | --------------- | -- |  | --------------- | --
|                                                            |  | Fiscal Year Ended |   
|                                                            |  | January 30,2010   |    |  | January 31,2009 |    |  | February 2,2008 |   
|U.S. federal statutory tax rate                             |  | (35.0             | )% |  | (35.0           | )% |  | (35.0           | )%
|State income taxes (net of U.S. federal income tax benefit) |  | (3.0              | )  |  | (3.9            | )  |  | (2.4            | ) 
|Benefit of wage and other tax credits                       |  |                  |    |  |                |    |  | (0.6            | ) 
|Non-deductible expenses                                     |  | 0.1               |    |  | 0.1             |    |  | 0.3             |   
|Other                                                       |  | 0.2               |    |  | (0.6            | )  |  | (0.6            | ) 
|Valuation allowance                                         |  | 21.0              |    |  | 40.1            |    |  | 34.9            |   
|                                                            |  |                   |    |  |                 |    |  |                 |   
|Effective income tax rate                                   |  | (16.7             | )% |  | 0.7             | %  |  | (3.4            | )%
|                                                            |  |                   |    |  |                 |    |  |                 |   

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



|                                                                     |  |                    |         |                  |                        |                  |                    |  |   |                        |   |                    |   |        |                        |   |         |   |  |   |       
|-------------------------------------------------------------------- |  | ------------------ | ------- | ---------------- | ---------------------- | ---------------- | ------------------ |  | - | ---------------------- | - | ------------------ | - | ------ | ---------------------- | - | ------- | - |  | - | ------
|                                                                     |  | Fiscal Year Ended 
|(In thousands)                                                       |  | January 30, 2010   |         | January 31, 2009 |                        | February 2, 2008
|                                                                     |  | DeferredTax Assets |         |                  | DeferredTaxLiabilities |                  | DeferredTax Assets |  |   | DeferredTaxLiabilities |   | DeferredTax Assets |   |        | DeferredTaxLiabilities
|Capitalized inventory costs                                          |  | $                  |        |                  |                        | $                | 1,943              |  | $ |                       |   |                    | $ | 5,429  |                        | $ |        |   |  | $ | 8,549 
|Trade discounts                                                      |  |                    |        |                  |                        |                  | 1,506              |  |   |                       |   |                    |   | 954    |                        |   |        |   |  |   | 536   
|Prepaid expenses                                                     |  |                    |        |                  |                        |                  | 751                |  |   |                       |   |                    |   | 752    |                        |   |        |   |  |   | 769   
|Deferred rent                                                        |  |                    | 11,164  |                  |                        |                  |                   |  |   | 13,155                 |   |                    |   |       |                        |   | 15,100  |   |  |   |      
|Capital leases and facilities and land subject to sale and leaseback |  |                    | 48,159  |                  |                        |                  |                   |  |   | 48,579                 |   |                    |   |       |                        |   | 48,669  |   |  |   |      
|Lease rights                                                         |  |                    |        |                  |                        |                  | 199                |  |   |                       |   |                    |   | 216    |                        |   |        |   |  |   | 234   
|Depreciation                                                         |  |                    |        |                  |                        |                  | 38,787             |  |   |                       |   |                    |   | 43,776 |                        |   |        |   |  |   | 47,548
|Deferred compensation                                                |  |                    |        |                  |                        |                  |                   |  |   |                       |   |                    |   |       |                        |   | (1      | ) |  |   |      
|Credit and net operating loss carryforwards                          |  |                    | 58,446  |                  |                        |                  |                   |  |   | 47,437                 |   |                    |   |       |                        |   | 16,293  |   |  |   |      
|Deductible reserves and other                                        |  |                    | 10,835  |                  |                        |                  |                   |  |   | 9,989                  |   |                    |   |       |                        |   | 4,412   |   |  |   |      
|State taxes                                                          |  |                    |        |                  |                        |                  | 7,653              |  |   |                       |   |                    |   | 6,229  |                        |   |        |   |  |   | 4,783 
|                                                                     |  |                    |         |                  |                        |                  |                    |  |   |                        |   |                    |   |        |                        |   |         |   |  |   |       
|Subtotal                                                             |  |                    | 128,604 |                  |                        |                  | 50,839             |  |   | 119,160                |   |                    |   | 57,356 |                        |   | 84,473  |   |  |   | 62,419
|Valuation allowance                                                  |  |                    | (77,765 | )                |                        |                  |                   |  |   | (61,804                | ) |                    |   |       |                        |   | (20,092 | ) |  |   |      
|                                                                     |  |                    |         |                  |                        |                  |                    |  |   |                        |   |                    |   |        |                        |   |         |   |  |   |       
|Total                                                                |  | $                  | 50,839  |                  |                        | $                | 50,839             |  | $ | 57,356                 |   |                    | $ | 57,356 |                        | $ | 64,381  |   |  | $ | 62,419
|                                                                     |  |                    |         |                  |                        |                  |                    |  |   |                        |   |                    |   |        |                        |   |         |   |  |   |       

At January 30, 2010, and at January 31,
2009, the Company had California state enterprise zone credit carryforwards of $8.2 million 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 $40.5 million and $31.1 million, respectively. The federal net operating loss will begin expiring in 2028. State net operating loss carryforwards (tax effected) of $10.8 million at January 30, 2010 and $7.3
million at January 31, 2009 will expire between 2012 and 2030.

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



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million against its deferred tax assets. In fiscal years 2009 and 2008, the valuation allowance was increased by $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.

On February 4, 2007, the Company adopted new accounting guidance on the accounting for uncertainty in income taxes. This accounting guidance requires that a company recognize in its consolidated
financial statements the impact of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position. The Company recognized a cumulative-effect adjustment of $215,000 as an increase to its
liability for unrecognized tax benefits, interest and penalties and a reduction of the February 4, 2007 balance of retained earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:



|                                                              |  |                 |       |   |                 |   |       |                 |  |   |       |  
|------------------------------------------------------------- |  | --------------- | ----- | - | --------------- | - | ----- | --------------- |  | - | ----- | -
|(In thousands)                                                |  | January 30,2010 |       |   | January 31,2009 |   |       | February 2,2008 | 
|Unrecognized tax benefitsbeginning balance                   |  | $               | 2,053 |   |                 | $ | 2,024 |                 |  | $ | 3,043 |  
|Gross increases/(decreases) for tax positions of prior years  |  |                 | 211   |   |                 |   | 868   |                 |  |   | (771  | )
|Gross increases/(decreases) for tax positions of current year |  |                 | (45   | ) |                 |   | 46    |                 |  |   |      |  
|Settlements                                                   |  |                 |      |   |                 |   |      |                 |  |   | (183  | )
|Lapse of statute of limitations                               |  |                 | (292  | ) |                 |   | (885  | )               |  |   | (65   | )
|                                                              |  |                 |       |   |                 |   |       |                 |  |   |       |  
|Unrecognized tax benefitsending balance                      |  | $               | 1,927 |   |                 | $ | 2,053 |                 |  | $ | 2,024 |  
|                                                              |  |                 |       |   |                 |   |       |                 |  |   |       |  

At January 30, 2010, January 31, 2009 and February 2, 2008, the Company had $1.9 million, $2.1
million and $2.0 million, respectively, in unrecognized tax benefits, the recognition of which would have an impact of $316,000, $338,000 and $555,000 respectively, on the Companys income tax provision. At January 30, 2010, it is
reasonably possible that the total amounts of unrecognized tax benefits would decrease by $559,000 within the next twelve 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 30, 2010,
the Company had accrued $177,000 and $6,000, at January 31, 2009, the Company had accrued $168,000 and $6,000 and at February 2, 2008 the Company had accrued $420,000 and $15,000 for potential payment of interest and penalties,
respectively.

As of January 30, 2010, the Company is subject to U.S. federal income tax examinations for tax years 2004
and forward, and is subject to state and local tax examinations for the tax years 2004 and forward.

Note 9. Equity and Stock Compensation
Plans

Shareholder Rights Plan Each outstanding share of common stock has a Preferred Share Purchase Right (expiring
on June 30, 2013) that is exercisable only upon the occurrence of certain change in control events.

Options As of
January 30, 2010, 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).

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 ten years and vest as determined
by the Board of Directors, generally over three or four years. The 1995 Plan was terminated in November 2005.



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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 ten 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.

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 ten 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. As of January 30, 2010 there were 2,536,831 shares of commons stock
available for future grant under the Companys stock plans.

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



|                                                                  |  |           |   |  |                                        |       |                                         |     |                                        |   |      
|----------------------------------------------------------------- |  | --------- | - |  | -------------------------------------- | ----- | --------------------------------------- | --- | -------------------------------------- | - | -----
|                                                                  |  | Options   |   |  | WeightedAverageExercise PricePer Share |       | WeightedAverageRemainingContractualTerm |     | AggregateIntrinsic Value(In thousands)
|Outstanding, February 3, 2007                                     |  | 2,178,962 |   |  | $                                      | 23.49 |                                         |     |                                        |   |      
|Granted (Weighted average fair value per option granted of $3.54) |  | 463,000   |   |  |                                        | 8.52  |                                         |     |                                        |   |      
|Exercised                                                         |  | (2,250    | ) |  |                                        | 7.00  |                                         |     |                                        |   |      
|Cancelled or expired                                              |  | (381,409  | ) |  |                                        | 20.40 |                                         |     |                                        |   |      
|                                                                  |  |           |   |  |                                        |       |                                         |     |                                        |   |      
|Outstanding, February 2, 2008                                     |  | 2,258,303 |   |  | $                                      | 20.96 |                                         |     |                                        |   |      
|Granted (Weighted average fair value per option granted of $1.67) |  | 1,059,500 |   |  |                                        | 3.39  |                                         |     |                                        |   |      
|Cancelled or expired                                              |  | (204,735  | ) |  |                                        | 14.26 |                                         |     |                                        |   |      
|                                                                  |  |           |   |  |                                        |       |                                         |     |                                        |   |      
|Outstanding, January 31, 2009                                     |  | 3,113,068 |   |  | $                                      | 15.48 |                                         |     |                                        |   |      
|Granted (Weighted average fair value per option granted of $0.57) |  | 752,000   |   |  |                                        | 0.90  |                                         |     |                                        |   |      
|Cancelled or expired                                              |  | (736,061  | ) |  |                                        | 14.81 |                                         |     |                                        |   |      
|                                                                  |  |           |   |  |                                        |       |                                         |     |                                        |   |      
|Outstanding, January 30, 2010                                     |  | 3,129,007 |   |  | $                                      | 12.06 |                                         | 4.1 |                                        | $ | 198.1
|                                                                  |  |           |   |  |                                        |       |                                         |     |                                        |   |      
|Vested or expected to vest, January 30, 2010                      |  | 2,675,145 |   |  | $                                      | 13.51 |                                         | 3.9 |                                        | $ | 145.7
|Exercisable, January 30, 2010                                     |  | 1,708,382 |   |  | $                                      | 19.29 |                                         | 3.0 |                                        | $ | 1.6  

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. There were no stock options exercised during fiscal 2009.



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##### Table of Contents

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 30, 2010:



|                                |  |                     |  |                      |  |                              |       |                 |           |                              |   |      
|------------------------------- |  | ------------------- |  | -------------------- |  | ---------------------------- | ----- | --------------- | --------- | ---------------------------- | - | -----
|                                |  | Options Outstanding |  | Options Exercisable 
|Actual Range of Exercise Prices |  | NumberOutstanding   |  | RemainingLife (Yrs.) |  | WeightedAverageExercisePrice |       | Number ofShares |           | WeightedAverageExercisePrice
|$  0.00  $  3.00               |  | 740,500             |  | 6.1                  |  | $                            | 0.94  |                 | 65,500    |                              | $ | 1.20 
|3.01      4.00                 |  | 741,125             |  | 5.0                  |  |                              | 3.61  |                 | 199,125   |                              |   | 3.61 
|4.01      5.00                 |  | 66,000              |  | 4.6                  |  |                              | 4.21  |                 | 33,000    |                              |   | 4.21 
|8.00    10.00                  |  | 264,250             |  | 4.0                  |  |                              | 9.38  |                 | 141,500   |                              |   | 9.38 
|10.01    15.00                 |  | 15,000              |  | 2.3                  |  |                              | 10.75 |                 | 15,000    |                              |   | 10.75
|15.01    25.00                 |  | 857,232             |  | 2.4                  |  |                              | 19.87 |                 | 809,357   |                              |   | 19.92
|25.01    38.50                 |  | 444,900             |  | 2.9                  |  |                              | 32.40 |                 | 444,900   |                              |   | 32.40
|                                |  |                     |  |                      |  |                              |       |                 |           |                              |   |      
|$  0.00  $ 38.50               |  | 3,129,007           |  | 4.1                  |  | $                            | 12.06 |                 | 1,708,382 |                              | $ | 19.29
|                                |  |                     |  |                      |  |                              |       |                 |           |                              |   |      

Note 10. Employee Benefit Plans

The Company has a 401(k) plan for employees who meet certain service and age requirements. During fiscal 2009, 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 January 1, 2010, participants could contribute a maximum of
$16,500, and participants age 50 or older could contribute an additional catch-up deferral amount of up to $5,500 per year. Additionally, 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, 2006, 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. On March 1, 2006 the Company revised its plan so that all unvested and current contributions made on behalf of the
employee were immediately 100% vested. Effective March 1, 2009, the Company suspended the employer matching. The Company contributed approximately $116,000 in fiscal 2009, $1,640,000 in fiscal 2008 and $1,591,000 in fiscal 2007.

Note 11. 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.



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Note 12. Fair Value Measurements

The Company adopted ASC 820-10, Fair Value Measurements, for financial assets and financial liabilities beginning in fiscal 2008
and for nonfinancial assets and liabilities beginning in fiscal 2009.

ASC 820-10 establishes a three-tier fair value
hierarchy, which 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 where the store is located and, when necessary, uses real estate brokers.

During
fiscal 2009, the Company recorded a $0.8 million non-cash impairment charge for the write-down of store assets to a fair value of $0 in four underperforming stores compared to a $1.1 million non-cash impairment charge for the write-down of store
assets to a fair value of $0 in nine underperforming stores during fiscal 2008. There were no impairments related to financial assets during fiscal 2009 or fiscal 2008.

Note 13. 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 2,2009            |         |   | August 1,2009 |   |         | October 31,2009 |  |   | January 30,2010
|Net sales                                                                 |  | $                     | 184,260 |   |               | $ | 183,365 |                 |  | $ | 181,878         |   |  | $ | 319,956
|Gross profit                                                              |  |                       | 47,918  |   |               |   | 48,003  |                 |  |   | 45,943          |   |  |   | 87,749 
|Net income/(loss) from continuing operations                              |  |                       | (25,390 | ) |               |   | (19,818 | )               |  |   | (22,278         | ) |  |   | 20,972 
|Net income/(loss) from discontinued operations                            |  |                       | (16,189 | ) |               |   | (945    | )               |  |   | 221             |   |  |   | 108    
|Net income/(loss)                                                         |  |                       | (41,579 | ) |               |   | (20,763 | )               |  |   | (22,057         | ) |  |   | 21,080 
|Net income/(loss) per weighted average share from continuing operations   |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |        
|Basic                                                                     |  | $                     | (1.15   | ) |               | $ | (0.90   | )               |  | $ | (1.01           | ) |  | $ | 0.95   
|Diluted                                                                   |  | $                     | (1.15   | ) |               | $ | (0.90   | )               |  | $ | (1.01           | ) |  | $ | 0.95   
|Net income/(loss) per weighted average share from discontinued operations |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |        
|Basic                                                                     |  | $                     | (0.73   | ) |               | $ | (0.04   | )               |  | $ | 0.01            |   |  | $ | 0.00   
|Diluted                                                                   |  | $                     | (0.73   | ) |               | $ | (0.04   | )               |  | $ | 0.01            |   |  | $ | 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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|                                                                 |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         |  
|---------------------------------------------------------------- |  | --------------------- | ------- | - | ------------- | - | ------- | --------------- |  | - | --------------- | - |  | - | ------- | -
|                                                                 | 
|                                                                 |  | Fiscal Quarters Ended |        
|(In thousands, except per share data)                            |  | May 3,2008            |         |   | August 2,2008 |   |         | November 1,2008 |  |   | January 31,2009 |  
|Net sales                                                        |  | $                     | 201,880 |   |               | $ | 210,657 |                 |  | $ | 202,957         |   |  | $ | 335,419 |  
|Gross profit                                                     |  |                       | 55,922  |   |               |   | 56,822  |                 |  |   | 53,943          |   |  |   | 80,349  |  
|Net loss from continuing operations                              |  |                       | (20,618 | ) |               |   | (23,726 | )               |  |   | (24,039         | ) |  |   | (15,874 | )
|Net loss from discontinued operations                            |  |                       | (11,374 | ) |               |   | (2,916  | )               |  |   | (1,728          | ) |  |   | (2,393  | )
|Net loss                                                         |  |                       | (31,992 | ) |               |   | (26,642 | )               |  |   | (25,767         | ) |  |   | (18,267 | )
|Net loss per weighted average share from continuing operations   |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                            |  | $                     | (0.93   | ) |               | $ | (1.07   | )               |  | $ | (1.09           | ) |  | $ | (0.72   | )
|Diluted                                                          |  | $                     | (0.93   | ) |               | $ | (1.07   | )               |  | $ | (1.09           | ) |  | $ | (0.72   | )
|Net loss per weighted average share from discontinued operations |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                            |  | $                     | (0.52   | ) |               | $ | (1.14   | )               |  | $ | (0.08           | ) |  | $ | (0.11   | )
|Diluted                                                          |  | $                     | (0.52   | ) |               | $ | (1.14   | )               |  | $ | (0.08           | ) |  | $ | (0.11   | )
|Net loss per weighted average share                              |  |                       |         |   |               |   |         |                 |  |   |                 |   |  |   |         |  
|Basic                                                            |  | $                     | (1.45   | ) |               | $ | (1.21   | )               |  | $ | (1.17           | ) |  | $ | (0.83   | )
|Diluted                                                          |  | $                     | (1.45   | ) |               | $ | (1.21   | )               |  | $ | (1.17           | ) |  | $ | (0.83   | )



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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 30, 2010 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 30, 2010.

Our independent registered public accounting firm, Deloitte and Touche LLP, has issued a report on our internal control over financial
reporting. The report is included on page 31 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 29, 2010 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 2010 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 2010 Annual Meeting of
Shareholders.



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|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 2010 Annual Meeting of Shareholders.

The following table sets forth information as of January 30, 2010 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)Number of
securitiesto be issued upon exerciseof outstanding options,warrants and rights |  | (b)Weighted-averageexercise price
ofoutstanding options,warrants and rights |       | (c)Number of securitiesremaining
available forfuture issuance underequity compensation plans(excluding securitiesreflected in column (a))
|Equity compensation plans approved by shareholders     |  |                                                                                             |  |                                                                             |       |                                                                                                                                           |          
|1995 Stock Option Plan1                                |  | 497,632                                                                                     |  | $                                                                           | 27.37 |                                                                                                                                           |         
|1996 Director Option Plan                              |  | 495,750                                                                                     |  |                                                                             | 16.78 |                                                                                                                                           | 368,456  
|2004 Stock Plan                                        |  | 2,135,625                                                                                   |  |                                                                             | 7.40  |                                                                                                                                           | 2,168,375
|Equity compensation plans not approved by shareholders |  |                                                                                            |  |                                                                             |      |                                                                                                                                           |         
|Total                                                  |  | 3,129,007                                                                                   |  | $                                                                           | 12.06 |                                                                                                                                           | 2,536,831



| | 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 30, 2010, 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 2010 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 2009 and 2008 in the Proxy Statement for the Companys
2010 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 30 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         |  | Certificate of Determination as filed with California Secretary of State on July 27, 1998, incorporated by reference to Exhibit 3.2 to the Form 10-K filed for the year ended
January 30, 1999.                                                                                                                                                       
|            | 
|3.3         |  | 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.                                                                                                                                                                                               
|            | 
|4.0         |  | Preferred Shares Rights Agreement, dated June 30, 1998, between Cost Plus, Inc. and BankBoston, N.A., including the Certificate of Determination, the form of Rights Certificate
and the Summary of Rights, incorporated by reference to Exhibit 1 to the Form 8-A filed on July 27, 1998.                                                            
|            | 
|4.1         |  | Amendment to Preferred Shares Rights Agreement, dated June 2, 2003, between Cost Plus, Inc. and EquiServe Trust Company, N.A, incorporated by reference to Exhibit 4.3 to the
Form 8-A/A filed on July 11, 2003.                                                                                                                                      
|            | 
|4.2         |  | Amended and Restated Preferred Shares Rights Agreement, dated June 24, 2008, between Cost Plus, Inc. and Computershare Trust Company, N.A., incorporated by reference to Exhibit
4.1 to the Form 8-K filed on June 25, 2008.                                                                                                                          
|            | 
|4.3         |  | First Amendment to the Restated Rights Agreement, dated as of January 7, 2009, between Cost Plus, Inc. and Computershare Trust Company, N.A., incorporated by reference to
Exhibit 4.1 to the Form 8-K filed on January 7, 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, dated August 27, 1991, as amended, between the Company and The Stockton Port District for certain warehouses for storage and distribution located in Stockton,
California and extension thereto dated February 21, 1996, incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 effective April 3, 1996.



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibits                                                                                                                                                                                                                                                                                                                                                                                              
|10.2.1      |  | Letters dated December 3, 2004 and December 9, 2004 extending the Lease Agreement, dated August 27, 1991, as amended, between the Company and The Stockton Port
District for certain warehouses for storage and distribution located in Stockton, California and extension thereto dated February 21, 1996, incorporated by reference to Exhibit 10.2.1 to the Form 10-K filed for the year ended January 28,
2006.  
|            | 
|10.3        |  | 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.                                                                                                                                                                                    
|            | 
|10.4        |  | Credit Agreement dated June 25, 2007 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., as administrative agent, collateral agent, swing line lender, and L/C issuer, incorporated by reference to Exhibit 10.3.1 of the Form 10-Q filed for the quarter ended August 4, 2007.        
|            | 
|10.4.1      |  | Security Agreement dated June 25, 2007 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., as collateral agent, incorporated by reference to Exhibit 10.3.2 of the Form 10-Q filed for the quarter ended August 4, 2007.                                                               
|            | 
|10.4.2      |  | Intellectual Property Security Agreement dated June 25, 2007 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., as a collateral agent, incorporated by reference to Exhibit 10.3.3 of the Form 10-Q filed for the quarter ended August 4, 2007.                                       
|            | 
|10.4.3      |  | Pledge Agreement dated June 25, 2007 between Cost Plus, Inc. and Bank of America, N.A., as collateral agent, incorporated by reference to Exhibit 10.3.4 of the Form 10-Q filed
for the quarter ended August 4, 2007.                                                                                                                                                                                                
|            | 
|10.5        |  | 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.                                                                                                                                                                                                  
|            | 
|10.5.1      |  | 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.                                                                                                                                               
|            | 
|10.5.2      |  | 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.                                                                                                                                         
|            | 
|10.5.3      |  | 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.                                                                                                                                                                   
|            | 
|10.6        |  | 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.                                                                                                                                                              
|            | 
|10.6.1      |  | 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.



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|            |  |                                                                                                                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibits                                                                                                                                                                                                                          
|10.7 ̈       |  | 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.                                                                  
|            | 
|10.7.1 ̈     |  | 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.                                            
|            | 
|10.7.2 ̈     |  | 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.                                            
|            | 
|10.8 ̈       |  | 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.                                                                           
|            | 
|10.8.1 ̈     |  | 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.                                                                            
|            | 
|10.8.2 ̈     |  | 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.                                                      
|            | 
|10.9 ̈       |  | 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.                                                      
|            | 
|10.10 ̈      |  | 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.                                
|            | 
|10.10.1 ̈    |  | 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.
|            | 
|10.11 ̈      |  | Seventh Amended and Restated Employment Severance Agreement dated April 1, 2009, between Cost Plus, Inc. and Joan S. Fujii, incorporated by reference to Exhibit 10.11 of the
Form 10-K filed for the year ended January 31, 2009.               
|            | 
|10.12 ̈      |  | Third Amended and Restated Employment Severance Agreement dated April 1, 2009, between Cost Plus, Inc. and Rayford K. Whitley, incorporated by reference to Exhibit 10.12 of the
Form 10-K filed for the year ended January 31, 2009.            
|            | 
|10.13 ̈      |  | Sixth Amended and Restated Employment Severance Agreement dated April 1, 2009, between Cost Plus, Inc. and Jane L. Baughman, incorporated by reference to Exhibit 10.13 of the
Form 10-K filed for the year ended January 31, 2009.              
|            | 
|10.14 ̈      |  | Third Amended and Restated Employment Severance Agreement dated April 1, 2009, between Cost Plus, Inc. and George Whitney, incorporated by reference to Exhibit 10.14 of the
Form 10-K filed for the year ended January 31, 2009.                
|            | 
|10.15 ̈      |  | Second Amended and Restated Employment Severance Agreement dated April 1, 2009 between Cost Plus, Inc. and Jeffrey Turner, incorporated by reference to Exhibit 10.16 of the
Form 10-K filed for the year ended January 31, 2009.                
|            | 
|10.16 ̈      |  | Amended and Restated Employment Severance Agreement dated April 1, 2009 between Cost Plus, Inc. and Carrie Crooker, incorporated by reference to Exhibit 10.17 of the Form 10-K
filed for the year ended January 31, 2009.                       



59



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibits                                                                                                                                                                                                                 
|10.17 ̈      |  | Amended and Restated Employment Severance Agreement dated April 1, 2009 between Cost Plus, Inc. and Elizabeth Allen, incorporated by reference to Exhibit 10.18 of the Form 10-K
filed for the year ended January 31, 2009.             
|            | 
|10.18 ̈      |  | Separation Agreement and Release for Rayford K. Whitley, incorporated by reference to Exhibit 10.1 of the Form 10-Q filed for the Quarter ended August 1,
2009.                                                                         
|            | 
|10.19 ̈      |  | Fiscal 2008 Management Incentive Plan, incorporated by reference to Exhibit 10.19 of the Form 10-K filed for the year ended February 2, 2008.                                                                                           
|            | 
|10.20       |  | 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.
|            | 
|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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##### Table of Contents

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 6, 2010 |  |  |  | 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 6, 2010
|                                                 |  |                                                                                            
|/s/    JANE L.
BAUGHMAN Jane L. Baughman         |  | Executive Vice President, Chief Financial Officer(Principal Financial & Accounting Officer) |  | April 6, 2010
|                                                 |  |                                                                                            
|/s/    JOSEPH H.
COULOMBE Joseph H. Coulombe     |  | Director                                                                                    |  | April 6, 2010
|                                                 |  |                                                                                            
|/s/    CLIFFORD J.
EINSTEIN Clifford J. Einstein |  | Director                                                                                    |  | April 6, 2010
|                                                 |  |                                                                                            
|/s/    DANNY W.
GURR Danny W. Gurr               |  | Director                                                                                    |  | April 6, 2010
|                                                 |  |                                                                                            
|/s/    WILLEM
MESDAG Willem Mesdag               |  | Director                                                                                    |  | April 6, 2010
|                                                 |  |                                                                                            
|/s/    KIM D.
ROBBINS Kim D. Robbins             |  | Director                                                                                    |  | April 6, 2010
|                                                 |  |                                                                                            
|/s/    FREDRIC M.
ROBERTS Fredric M. Roberts     |  | Director, Chairman of the Board                                                             |  | April 6, 2010
|                                                 |  |                                                                                            
|/s/    KENNETH T.
STEVENS Kenneth T. Stevens     |  | Director                                                                                    |  | April 6, 2010



61