The Children's Place, Inc. Annual Report 2022

FY2022 Annual Report · The Children's Place, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the fifty-two weeks ended January 28, 2023
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 0-23071
THE CHILDREN’S PLACE, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
500 Plaza Drive
Secaucus, New Jersey
(Address of principal executive offices)

31-1241495
(I.R.S. Employer
Identification No.)

07094
(Zip Code)

(201) 558-2400
(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value

PLCE

Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None.
___________________________________________

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of

this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting

under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of common stock held by non-affiliates was $548,353,876 at the close of business on July 30, 2022 (the last business day of the registrant’s fiscal 2022

second fiscal quarter) based on the closing price of the common stock as reported on the Nasdaq Global Select Market. For purposes of this disclosure, shares of common stock held by persons
who hold more than 10% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be
deemed affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Common Stock, par value $0.10 per share, outstanding

at March 21, 2023: 12,395,917.

Documents incorporated by reference: Portions of The Children’s Place, Inc. definitive proxy statement for its annual meeting of stockholders to be held on May 10, 2023 are

incorporated by reference into Part III.

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

FOR THE FIFTY-TWO WEEKS ENDED JANUARY 28, 2023

TABLE OF CONTENTS

PART I

Item 1. Business.

Item 1A. Risk Factors.

Item 1B. Unresolved Staff Comments.

Item 2.

Properties.

Item 3.

Legal Proceedings.

Item 4. Mine Safety Disclosures.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases

of Equity Securities.
[Reserved]

Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Item 8.

Financial Statements and Supplementary Data.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accountant Fees and Services.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

Item 16. Form 10-K Summary.

PAGE

29
30

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

The Business section and other parts of this Annual Report on Form 10-K may contain certain forward-looking
statements regarding future circumstances. Forward-looking statements provide current expectations of future events based on
certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking
statements can also be identified by words such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”,
“predicts”, and similar terms. These forward-looking statements are based upon current expectations and assumptions of The
Children’s Place, Inc. (the “Company”) and are subject to various risks and uncertainties that could cause actual results to differ
materially from those contemplated in such forward-looking statements including, but not limited to, those discussed in the
subsection entitled “Risk Factors” under Part I, Item 1A of this Annual Report on Form 10-K. Actual results, events, and
performance may differ significantly from the results discussed in the forward-looking statements. Readers of this Annual
Report on Form 10-K are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date hereof. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The
inclusion of any statement in this Annual Report on Form 10-K does not constitute an admission by the Company or any other
person that the events or circumstances described in such statement are material.

The following discussion should be read in conjunction with the Company’s audited financial statements and notes

thereto included elsewhere in this Annual Report on Form 10-K.

ITEM 1.

BUSINESS.

PART I

As used in this Annual Report on Form 10-K, references to the “Company”, “The Children’s Place”, “we”, “us”,

“our”, and similar terms refer to The Children's Place, Inc. and its subsidiaries. Our fiscal year ends on the Saturday on or
nearest to January 31. Other terms that are commonly used in this Annual Report on Form 10-K are defined as follows:

•

Fiscal 2022 — The fifty-two weeks ended January 28, 2023

Fiscal 2021 — The fifty-two weeks ended January 29, 2022

Fiscal 2020 — The fifty-two weeks ended January 30, 2021

Fiscal 2023 — Our next fiscal year representing the fifty-three weeks ending February 3, 2024

SEC — U.S. Securities and Exchange Commission

U.S. GAAP — Generally Accepted Accounting Principles in the United States

FASB — Financial Accounting Standards Board

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

Comparable Retail Sales — Net sales, in constant currency, from stores that have been open for at least 14
consecutive months and from our e-commerce store, excluding postage and handling fees. Store closures in the
current fiscal year will be excluded from Comparable Retail Sales beginning in the fiscal quarter in which the
store closes. A store that is closed for a substantial remodel, relocation, or material change in size will be
excluded from Comparable Retail Sales for at least 14 months beginning in the fiscal quarter in which the closure
occurred. However, stores that temporarily close will be excluded from Comparable Retail Sales until the store is
re-opened for a full fiscal month. Comparable Retail Sales do not exclude any temporarily closed stores impacted
by the COVID-19 pandemic.

CCPSA — Canada Consumer Product Safety Act

CPSIA — U.S. Consumer Product Safety Improvement Act of 2008

General

The Children’s Place, Inc. is the largest pure-play children’s specialty apparel retailer in North America. We design,

contract to manufacture, sell at retail and wholesale, and license to sell, trend right, high quality merchandise predominantly at
value prices, primarily under our proprietary “The Children’s Place”, “Place”, “Baby Place”, “Gymboree”, “Sugar & Jade”, and
“PJ Place” brand names. Our physical stores offer a friendly and convenient shopping environment, segmented into

departments that serve the wardrobe needs of girls and boys (sizes 4-18), toddler girls and boys (sizes 6 months-5T), and baby
(sizes 0-24 months). Our merchandise is also available online at www.childrensplace.com, www.gymboree.com,
www.sugarandjade.com, and www.pjplace.com. Our customers are able to shop online for the same merchandise available in
our physical stores, in addition to certain merchandise which is exclusive to our e-commerce sites.

The Children’s Place was founded in 1969. The Company became publicly traded on the Nasdaq Global Select Market in

1997. As of January 28, 2023, we operated 613 stores throughout North America, as well as our online stores. During Fiscal
2022, we closed 59 stores and did not open any new stores. During Fiscal 2021, we opened one store and closed 78 stores.

Jane Elfers, our President and Chief Executive Officer, established several key strategic initiatives:

1. Superior Product - Product is our number one priority. We are focused on providing the right product, in the right
channels of distribution, at the right time. We offer a full line of apparel, footwear and accessories so busy moms
can quickly and easily put together head-to-toe outfits. Our design, merchandising, sourcing, and planning teams
strive to ensure that our product is trend right, while at the same time balancing fashion and fashion basics with
more frequent, wear-now deliveries. We reintroduced the Gymboree brand in February 2020 on an enhanced
Gymboree website and in certain co-branded locations in Company stores in the U.S. and Canada. We also
launched the Sugar & Jade brand in November 2021 which is targeted at the girls’ “tween” market and is offered
exclusively online, and more recently, launched the PJ Place brand in October 2022, which is a sleepwear lifestyle
brand targeted towards Millennial and Gen Z customers, and is offered exclusively online.

2. Digital Transformation - The transformation of our digital capabilities continues to expand with the development
of completely redesigned responsive sites and mobile applications, providing an online shopping experience
geared toward the needs of our “on-the-go” customers, expanded customer personalization, which delivers unique,
relevant content designed to drive sales, loyalty and retention, and the ability to have our entire store fleet
equipped with ship-from-store capabilities. Also, in response to increased digital demand, including as a result of
the COVID-19 pandemic, the Company has continued to increase the utilization of its third-party logistics
provider to further support both our U.S. and Canadian e-commerce operations.

3. Alternative Channels of Distribution - We have 220 international points of distribution (stores, shop-in-shops, e-

commerce sites) with five partners operating in 15 countries. We generate revenues from our franchisees from the
sale of products and sales royalties. Our wholesale business includes our relationship with Amazon, which we
strengthened in Fiscal 2022, and is a key focus area in our wholesale distribution growth strategy. Amazon is an
important customer acquisition vehicle and represents a significant growth opportunity in Fiscal 2023 and beyond.

4. Fleet Optimization - As a result of the heightened demand for online purchasing, including due to the COVID-19

pandemic, in Fiscal 2020 we accelerated our planned store closures under our 2013 fleet optimization initiative,
targeting the closure of 300 additional stores. We closed 315 stores over the past three fiscal years, bringing the
total closed stores to 586 since the announcement of the original fleet optimization initiative in 2013. We are
currently targeting approximately 100 additional store closures, with the majority in Fiscal 2023, which will leave
us with approximately 500 stores entering 2024.

In addition to the above discussed key strategic initiatives, we have also embarked on a marketing transformation which

is designed to better position us to maximize our interactions with our younger, digitally savvy core millennial and Gen Z
customers, and to support top-line opportunity by increasing new customer acquisition, increasing customer retention and
loyalty, and significantly increasing customer lifetime value by supporting our three new brand launches. Our marketing
transformation includes strategic investments across key areas of the marketing organization: our teams – both internal and
external, our research and processes, and implementation of new, state-of-the-art, marketing tools and systems. We are
confident in our ability to conceptualize, build, deploy and optimize fully integrated creative marketing strategies paired with a
robust media mix, aimed to reach, inspire and convert our shoppers at every stage of their purchase journey with The Children’s
Place family of brands, comprised of “The Children’s Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place” (“Family of
Brands”), and are positioning marketing as a key growth lever in Fiscal 2023 and beyond.

Overlaying these strategic initiatives is talent. Talent ultimately defines our success, and, over the past several years, we

have built a best-in-class management team. We believe that our talented team is a significant competitive advantage for our
Company.

Underlying these growth initiatives is a commitment to operational excellence. The Company’s commitment to

operational excellence includes disciplined expense management and a focus on ongoing improvement in store and e-commerce
operations, and combined with our finance, human resources, compliance and legal areas, form the strong base necessary to
support our long-term growth initiatives.

COVID-19 Pandemic

The COVID-19 pandemic continues to impact regions all around the world, including the United States and Canada. This

has resulted in continuing disruptions of businesses and other activities, leading to adverse economic conditions and business
and lifestyle disruptions, as well as volatility in global financial and retail markets. Such factors, among others, have resulted in
a significant decline in retail traffic and consumer spending on discretionary items.

As a result of the impact of the COVID-19 pandemic, we continue to experience certain disruptions in our business and

our supply chain. As of January 28, 2023, all of our stores were open to the public in the U.S., Canada, and Puerto Rico.

Segment Reporting

In accordance with FASB ASC 280—Segment Reporting, we report segment data based on geography: The Children’s

Place U.S. and The Children’s Place International. Each segment includes an e-commerce business located at
www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com. Included in The Children’s
Place U.S. segment are our U.S. and Puerto Rico-based stores and revenue from our U.S.-based wholesale business. Included in
The Children’s Place International segment are our Canadian-based stores, revenue from our Canadian-based wholesale
business, as well as revenue from international franchisees. We measure our segment profitability based on operating income,
defined as income before interest and taxes. Net sales and direct costs are recorded by each segment. Certain inventory
procurement functions such as production and design, as well as corporate overhead, including executive management, finance,
real estate, human resources, legal, and information technology services, are managed by The Children’s Place U.S.
segment. Expenses related to these functions, including depreciation and amortization, are allocated to The Children’s Place
International segment based primarily on net sales. The assets related to these functions are not allocated. We periodically
review these allocations and adjust them based upon changes in business circumstances. Net sales to external customers are
derived from merchandise sales, and we have no customers that individually account for more than 10% of our net sales. The
following tables show, by segment, our net sales, operating income (loss), and operating income (loss) as a percentage of net
sales for the past three fiscal years and total assets as of January 28, 2023 and January 29, 2022:

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

(in thousands)

$ 1,533,934 $ 1,723,887 $ 1,372,079

174,548

191,477

150,519

$ 1,708,482 $ 1,915,364 $ 1,522,598

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

(in thousands)

(8,781)

253,419

$ (196,565)

7,251

22,229

(3,350)

(1,530)

275,648

$ (199,915)

(0.6) %

4.2 %

(0.1) %

14.7 %

11.6 %

14.4 %

(14.3) %

(2.2) %

(13.1) %

Net sales:

The Children’s Place U.S.

The Children’s Place International

Total net sales

Operating income (loss):

The Children’s Place U.S.

The Children’s Place International

Total operating income (loss)

Operating income (loss) as a percentage of net sales:

The Children’s Place U.S.

The Children’s Place International

Total operating income (loss) as a percentage of net sales

Total assets:

The Children’s Place U.S.

The Children’s Place International

Total assets

January 28,
2023

January 29,
2022

(in thousands)

922,120 $

951,401

64,161

86,059

986,281 $ 1,037,460

See “Note 14. Segment Information” of the Notes to Consolidated Financial Statements for further segment financial

data.

All foreign net sales are in The Children’s Place International segment, while certain foreign expenses related to our

buying operations are allocated between the two segments.

Key Capabilities

Our objective is to sell high quality, value priced, trend right children’s merchandise across our Family of Brands. Our

merchandise assortment offers one stop shopping across apparel, footwear, and accessories.

Merchandising Strategy

Our merchandising strategy delivers a compelling and coordinated assortment of apparel, footwear, and accessories that

encourage the purchase of head-to-toe outfits. We merchandise our deliveries by season and flow new product monthly.

High Quality and Value

We believe that offering high quality, value priced, trend right apparel, footwear, and accessories under “The Children’s

Place”, “Place”, “Baby Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place” brand names is a competitive advantage.

Brand Image

We focus on our brand image and strengthening our customer loyalty by:

•

Consistently offering high quality and age appropriate products and trend right fashion predominantly at value
prices online and in our stores;

Providing coordinated outfits and accessories for our customers’ lifestyle needs;

Providing exclusive products on our e-commerce sites to expand the breadth of our offerings;

Creating strong merchandising and visual presentations to create compelling online and in-store experiences;

Emphasizing our great value fashion in marketing visuals to convey a consistent message across our brands;

Leveraging our customer database to communicate with our customers and personalize communications to
maximize customer satisfaction, engagement and retention;

Utilizing our MyPLACE Loyalty Rewards program and private label credit card to drive customer engagement
and retention; and

Optimizing our fully integrated creative marketing strategies paired with a robust media mix, aimed to reach,
inspire and convert our shoppers at every stage of their purchase journey with The Children’s Place Family of
Brands.

Low-Cost Global Sourcing

We design, source, and contract to manufacture the substantial majority of the Company’s branded products. We believe

that this is essential to assuring the consistency and quality of our merchandise, as well as our ability to deliver value to our
customers. We have strong multi-year relationships with the substantial majority of our vendors. Through these relationships
and our extensive knowledge of low cost sourcing on a global scale, we are able to offer our customers high-quality products at
predominantly value prices. We maintain a network of sourcing offices globally in order to manage our vendors efficiently and
respond to changing business needs effectively. Our sourcing offices in Hong Kong, Shanghai, Indonesia, Ethiopia, India,
Kenya, and Bangladesh, and our presence in Asia and Africa and other areas in which we source products, give us access to a
wide range of vendors and allow us to work to maintain and/or reduce our merchandise costs by capitalizing on new sourcing
opportunities while maintaining our high standard for product quality.

Merchandising Process

The strong collaboration between our cross-functional teams in design, merchandising, sourcing, and planning have

enabled us to build our brands.

Design

The design team gathers information from trends, color services, research, and trade shows.

Merchandising

Each quarter, we develop seasonal merchandising strategies.

Planning and Allocation

The planning and allocation organization works collaboratively with the merchandising, finance, and global sourcing

teams to develop seasonal sales and margin plans to support our financial objectives and merchandising strategies. Further, this
team plans the flow of inventory to ensure that we are adequately supporting store floor sets, online demand, and key selling
periods.

Production, Quality Assurance, and Responsible Sourcing

During Fiscal 2022, we engaged independent contract vendors located primarily in Asia and Africa. We continue to

pursue global sourcing opportunities to support our inventory needs and seek to reduce merchandise costs. We contract for the
manufacture of the substantial majority of the products we sell. We do not own or operate any manufacturing facilities.

During Fiscal 2022, we sourced all of our merchandise directly without the use of third-party commissioned buying
agents for our branded product. We source from a diversified network of vendors, purchasing primarily from Bangladesh,
Ethiopia, Cambodia, Vietnam, India, Indonesia and China. Only Bangladesh accounted for more than 15% of our production.

In addition to our quality assurance procedures, we conduct a responsible sourcing program that seeks to protect our

Company, enhance our brands and address the well-being of the people who make our products by providing guidance in line
with industry standards to our vendors in their efforts to provide safe and appropriate working conditions for their employees.
These efforts are part of an ongoing process to encourage our vendors to continually assess, and where appropriate, improve
factory working conditions, and well-being of their employees who make our product. Additionally, under our responsible
sourcing program, we monitor changes in local laws and other conditions (e.g., worker safety, workers’ rights of association,
and political and social instability) in the countries from which we source in order to identify and assess potential risks to our
sourcing capabilities.

Environmental, Social & Governance

We published our latest Environment, Social & Governance (“ESG”) Report in October 2022, which is available at
http://corporate.childrensplace.com under the ESG tab. This ESG Report includes 26 public goals across our global operations,
aligned with Sustainability Accounting Standards Board (“SASB”) guidelines for apparel, accessories & footwear, Global
Reporting Initiative core standards (“GRI”), and United Nations Sustainable Development Goals.

In recognition of the increasing importance to our shareholders and other stakeholders of enhanced board oversight of

ESG topics, in Fiscal 2021, two of the three committees of the Board were renamed and all three committees had their charters
amended, as each committee was reassigned certain oversight responsibilities for ESG topics, including human capital
management and diversity, equity, and inclusion (“DE&I”) matters.

The Audit Committee remains responsible for overseeing our financial and enterprise risk matters, including matters
related to our global supply chain, information and data security, privacy, and business transformation activities. The Corporate
Responsibility, Sustainability & Governance Committee is responsible for overseeing the Company’s ESG risk management
activities, including environmental initiatives, and social topics such as responsible sourcing in the Company’s global supply
chain. This Committee is also charged with the oversight of the Company’s corporate governance policies and practices.
Separately, the Human Capital & Compensation Committee has the oversight responsibility for the Company’s human capital
management policies and practices, including DE&I topics and associated risks. The Human Capital & Compensation
Committee also is charged with the oversight of the Company’s executive compensation policies, practices and plans, and
associated risks.

In terms of environmental initiatives, we believe that purpose-led companies such as ours have the opportunity and

responsibility to work to ensure that our business contributes to a healthy planet. We focus on topics that are important to our
long-term success and where we believe we can have the most positive impact. The Corporate Responsibility, Sustainability &
Governance Committee oversees our environmental initiatives which aim to:

•

Reduce scope 1, 2 and 3 greenhouse gas emissions (“GHG”) in our operations and across our global supply chain
through science-based goals to address climate change;

Deliver responsibly sourced product offerings through the use of sustainable raw materials;

Reduce and manage water and chemical usage in manufacturing and processing in our global supply chain; and

Divert the amount of waste from our operations sent to landfills and move to a more circular system through
reusing and recycling.

In designing and implementing our environmental initiatives, we identify areas where we believe we can make a
difference and establish quantitative goals in an effort to positively impact the communities and environments affected by our
business. To have the greatest impact, we collaborate with experts, non-governmental organizations (“NGOs”), other non-profit
organizations, industry peers, and third-party vendors and factories to identify and implement initiatives. The Corporate
Responsibility, Sustainability & Governance Committee oversees our commitment to a long-term approach across our global
operations to act responsibly and efficiently.

In terms of social initiatives, our commitment to positive social practices includes our responsible sourcing activities in
our global supply chain, where we partner with our third-party vendors and factories, NGOs and others in supporting workers’
health, safety and well-being. We monitor compliance by our third-party vendors and factories with our Vendor Code of
Conduct, local laws and ethical business practices to help ensure fair and safe work conditions for the people who make our
products. We also recognize the importance of eliminating forced labor within the supply chain and its increasing significance
in light of recent reports of human rights abuses in various regions of the world. In addition, we support and sponsor a number
of worker well-being programs designed to improve the daily lives of the predominantly female factory workers who make our
products. Our commitment to having a positive social influence also extends to our charitable mission of supporting children
and families in need.

Human Capital Management

As of January 28, 2023, we had approximately 11,300 employees, approximately 1,900 of whom were based at our

corporate offices and distribution centers. Approximately 1,400 were full-time store employees and approximately 8,000 were
part-time and seasonal store employees. None of our employees are covered by a collective bargaining agreement.

The Human Capital & Compensation Committee is actively engaged in overseeing our human capital management

strategies, including our talent and succession planning initiatives designed to attract, develop, engage, reward and retain top
retail, digital and business leaders, who can drive our financial performance and strategic growth initiatives and contribute to
building long-term shareholder value. The Company has benefited from a senior leadership team with deep retail industry
expertise both at The Children’s Place and at other retailers. We have many long-tenured leaders, including our CEO who has
led the Company for over a decade, complemented by the recent addition of our new CFO who brings over 20 years of
experience in senior financial leadership positions in the retail industry. The Human Capital & Compensation Committee’s
involvement in leadership development and succession planning is systematic and ongoing, culminating in an annual review by
the Board of Directors of succession plans for all of our senior leaders, inclusive of development strategies for top talent within
the Company.

Diversity, Equity and Inclusion

To improve its understanding of the Company’s culture and talent pipeline, the Board of Directors and its committees

periodically meet with high-potential executives in formal and informal settings. More broadly, the Human Capital &
Compensation Committee and the Board of Directors are regularly updated on key talent metrics for the overall workforce,
including diversity and inclusion, pay equity, employee relations, recruiting and development programs, and overall progress
against the Company’s human capital development strategies. Diversity and inclusion are top priorities for the Company, and
we actively work to ensure that our workplace includes a range of perspectives and backgrounds at the Board of Directors level,
in senior leadership, and throughout our management and associate base. The Company reports annually on employment data,
including ethnicity, in line with Equal Employment Opportunity Commission (“EEOC”) guidelines, publishes its racial, ethnic
and gender diversity information on its corporate website, and continues to focus on building a culture which supports diversity,
equity and inclusion, and which works to ensure fair compensation and opportunity for all employees regardless of gender or
race.

As a woman-led company, we are proud of our industry-leading gender diversity statistics across every level of our

organization, including our leadership team and Board of Directors. We also understand it is important for our associate
population to reflect the diversity of our customers in an effort to bring varied perspectives to our products and the way we
communicate to our stakeholders. As reported in the Company’s ESG Report, 87% of the Company’s associates are women.
60% of our Board of Directors are women, and 50% of our senior leadership team are women. 89% of new hires and 93% of

promotions during Fiscal 2021 were women. The Company is committed to maintaining at least 80% representation of women
in our overall workforce and at least 50% representation of women in our corporate leadership positions. Additionally, 67% of
our associates identify as racially/ethnically diverse and associates identifying as racially/ethnically diverse represented 72% of
new hires and 64% of promotions during Fiscal 2021. The Company is committed to doubling its Black associate population at
its corporate headquarters by 2025. The Company seeks to uphold its diverse and inclusive culture by striving to ensure its
talent acquisition programs sustain and grow diverse representation across its workforce, promoting talent from within, building
an inclusive culture through awareness and education, and rewarding all employees equitably.

For additional information concerning the Company’s environmental initiatives, DE&I initiatives and diversity data,

please refer to the Company’s ESG Report, which can be found on the Company’s corporate website at
http://corporate.childrensplace.com under the ESG section, and the Company’s Proxy Statement for Fiscal 2022.

Company Stores

The following section highlights various store information for The Children’s Place operated stores as of January 28,

2023.

Existing Stores

As of January 28, 2023, we had a total of 613 The Children’s Place stores in the United States, Canada, and Puerto Rico

and our online stores at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com. In
addition, our five international partners operated 220 international points of distribution in 15 countries. The following table
sets forth the number of stores in the U.S., Canada, and Puerto Rico as of the current and prior fiscal year end:

Location
United States
Canada
Puerto Rico
Total Stores

Number of Stores

January 28,
2023

January 29,
2022

533
73
7
613

582
83
7
672

At The Children’s Place, our store concepts consist of multiple formats ranging in size from approximately 2,500 to 22,800
square feet, which have evolved over time in response to market trends, and are strategically placed within each market. We try
to create an open and brightly lit environment for customers. Our stores typically feature white fixtures to ensure the product is
the focal point, using color to brand and create shop identifiers.

Fleet Optimization

We have closed 586 stores, including the 59 stores closed during Fiscal 2022, since the announcement of our fleet

optimization initiative in 2013. As a result of the heightened demand for online purchasing, including due to the COVID-19
pandemic, we accelerated our planned store closures in Fiscal 2020 and closed 315 stores over the past three fiscal years. Since
2013, we have reduced our total store square footage from 5.2 million to 2.9 million. We are currently targeting approximately
100 additional store closures, with the majority in Fiscal 2023, which will leave us with approximately 500 stores entering
2024. These closures have resulted in improved profitability and operating margin accretion due to sales transfer to surrounding
stores and/or e-commerce, low cost of exit, and the elimination of underperforming locations. In markets where we have closed
stores, we are seeing the neighboring stores and e-commerce business in the area of the closing become more productive and
profitable. These results further our commitment to continue to execute our optimization program.

We continuously review the performance of our store fleet. We base our decisions to open, close, or remodel stores on a

variety of factors, including lease terms, landlord negotiations, market dynamics, and projected financial performance. When
assessing whether to close a store, we also consider remaining lease life and current financial performance.

E-commerce Sales

Each of our U.S. and International segments includes an e-commerce business located at www.childrensplace.com,

www.gymboree.com, www.sugarandjade.com, and www.pjplace.com and digital growth remains one of our top strategic
priorities. We are committed to delivering a best in class, end-to-end user experience, including product assortment and website
operation, fulfillment, and customer service. We are further committed to delivering these experiences to our customers when,
where, and how they are looking to access our brands, accounting for cross-channel behavior, growth of mobile devices, and
the growing interest in our brands from international consumers. As such, we will continue to make required investments in
back-end infrastructure, as well as front-end technology to deliver on this commitment. We believe that the critical investments

made in areas such as e-commerce infrastructure and mobile optimization, as well as additional front-end website features, have
improved our customer experience.

International Franchisees and Wholesale

We have 220 international points of distribution (stores, shop-in-shops, e-commerce sites) with five partners operating in

15 countries. We generate revenues from our franchisees from the sale of products and sales royalties. Our wholesale business
includes our relationship with Amazon, which we strengthened in Fiscal 2022, and is a key focus area in our wholesale
distribution growth strategy. Amazon is an important customer acquisition vehicle and represents a significant growth
opportunity in Fiscal 2023 and beyond.

Store Operations

The Children’s Place store operations are organized by geographic region. Our U.S. Vice Presidents and Canada
Regional Director oversee a number of district managers residing within each region. We have a centralized corporate store
operations function which supports the operations of our stores. Our stores are staffed by store managers and full-time and part-
time sales associates, with additional temporary associates hired to support seasonal needs. Our store managers spend a high
percentage of their time on the store’s selling floor providing direction, motivation, and development to store associates. To
maximize selling productivity, our teams emphasize greeting, replenishment, presentation standards, procedures, and controls.
In order to motivate our store management, we offer a monthly incentive compensation plan that awards bonuses for achieving
certain financial goals.

Seasonality

Our business is subject to seasonal influences, with historically heavier concentrations of sales during the back-to-school
and holiday seasons. Our first fiscal quarter results are dependent upon sales during the period leading up to the Easter holiday,
our second and third fiscal quarter results are dependent upon back-to-school sales, and our fourth fiscal quarter results are
dependent upon sales during the holiday season. The business is also subject to shifts due to unseasonable weather conditions.
As described elsewhere herein, the COVID-19 pandemic has significantly disrupted the foregoing seasonal influences. The
following table shows the quarterly distribution, as a percentage of the full year, of net sales, and the quarterly distribution of
operating income (loss):

Net sales as a percentage of full year

Fiscal 2022
Fiscal 2021

Operating income (loss)

Fiscal 2022
Fiscal 2021

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

21.2 %
22.8 %

22.3 %
21.6 %

29.8 %
29.1 %

26.7 %
26.5 %

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

(in thousands)

$ 19,254
65,907

$ (13,829)
37,849

$ 57,837
113,810

$ (64,792)
58,082

For more information regarding the seasonality of our business and the disruption caused by the COVID-19 pandemic,
refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Quarterly Results
and Seasonality.”

Marketing

The Children’s Place and Gymboree are well-recognized brands, with a trend right offering and a compelling value

proposition. Our direct marketing program utilizes both on-line and off-line channels. We relaunched the Gymboree brand in
February 2020 with a meaningfully improved digital experience on www.gymboree.com, complemented by shop-in-shop
locations in certain co-branded stores in the U.S. and Canada, by successfully executing on the specific design, sourcing, and
merchandising characteristics that create Gymboree’s elevated, playful collections. We also launched the Sugar & Jade brand in
November 2021 which is targeted at the girls’ “tween” market and is offered exclusively online, and more recently, launched
the PJ Place brand in October 2022, which is a sleepwear lifestyle brand targeted towards Millennial and Gen Z customers, and
is offered exclusively online.

We have a customer loyalty program and a private label credit card program. At the end of Fiscal 2022, members of our
MyPLACE Rewards loyalty program and/or private label credit card program accounted for approximately 80% of sales. Our
private label credit card is issued to our customers for use exclusively at The Children’s Place stores and online at
www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com, and credit is extended to such
customers through a third-party financial institution on a non-recourse basis to us. Additionally, in our effort to reach an even
wider customer base who are digitally savvy during the COVID-19 pandemic and to utilize other forms of spending
arrangements available, we have partnered with Afterpay to allow our customers to purchase our products on a “buy-now-pay-
later” program. We promote affinity and loyalty through our marketing programs by utilizing specialized incentive programs.

Distribution

In the United States, we own and operate a 700,000 square foot distribution center in Alabama, which supports both U.S.

retail store operations and U.S. e-commerce operations. We have launched a capital project to increase our capacity at our
distribution center in Alabama by up to 490,000 square feet to expand fulfillment capabilities, which can be achieved at a lower
cost than third-party providers. In Canada, we lease and operate a 95,000 square foot distribution center in Ontario, which
supports both Canadian retail store operations and Canadian e-commerce operations. We also use a third-party provider
operating a 315,000 square foot distribution center in Indiana and a 184,000 square foot distribution center in Ontario, Canada
to support our U.S. and Canadian e-commerce fulfillment operations, respectively. On occasion, we may utilize additional
facilities to support seasonal warehousing needs. We also use a third-party provider of warehousing and logistics services in
both Malaysia and China to support our international franchise business.

Competition

The children’s apparel, footwear, and accessories retail markets are highly competitive. Our primary competitors are
specialty stores, mass merchants, and off-price stores, including Target Corporation, Old Navy, GapKids, and babyGap (each of
which is a division of The Gap, Inc.), Carter’s, Inc., T.J. Maxx and Marshall’s (each of which is a division of TJX Companies,
Inc.), Burlington Coat Factory, Inc., Kohl’s Corporation, Walmart Stores, Inc., and other department stores. We also compete
with regional retail chains, catalog companies, and e-commerce retailers. One or more of our competitors are present in
substantially all of the areas in which we have stores.

Trademarks and Service Marks

“The Children’s Place”, “Place”, “Baby Place”, “Gymboree”, “Crazy 8”, “Sugar & Jade”, “PJ Place” and certain other

marks have been registered as trademarks and/or service marks with the United States Patent and Trademark Office and in
Canada and other foreign countries. During the first quarter of Fiscal 2019, the Company acquired certain intellectual property
and related assets of Gymboree Group, Inc. and related entities (the “Gymboree Assets”), which included the worldwide rights
to the names “Gymboree” and “Crazy 8” and other intellectual property, including trademarks, domain names, copyrights, and
customer databases. In November 2021, we launched the Sugar & Jade e-commerce website at www.sugarandjade.com, and in
October 2022, we launched the PJ Place e-commerce website at www.pjplace.com. Registration of our trademarks and the
service marks may be renewed to extend the original registration period indefinitely, provided the marks are still in use. We
intend to continue to use and protect our trademarks and service marks and maintain their registrations. We have also registered
our trademarks in other countries where we source our products and where we have established and possibly may establish
franchising operations. We believe our trademarks and service marks have received broad recognition and are of significant
value to our business.

Government Regulation

We are subject to extensive federal, state, local, provincial, and other foreign laws and regulations affecting our business,

including product testing and safety, consumer protection, privacy, truth-in-advertising, accessibility, customs, wage and hour
laws and regulations, and zoning and occupancy ordinances that regulate retailers generally and/or govern the promotion and
sale of merchandise and the operation of retail stores and e-commerce sites. We also are subject to similar international laws
and regulations affecting our business. We believe that we are in material compliance with these laws and regulations.

We are committed to product quality and safety. We focus our efforts to adhere to all applicable laws and regulations

affecting our business, including the provisions of the CPSIA, the Federal Hazardous Substances Act, the Flammable Fabrics
Act, the Textile Fiber Product Identification Act, the CCPSA, the Canadian Textile Labelling Act, the Canadian Care Labelling
Program, and various environmental laws and regulations. Each of our product styles currently covered by the CPSIA and the
CCPSA is appropriately tested to meet current standards.

Virtually all of our merchandise is manufactured by third-party factories located outside of the United States. These
products are imported and are subject to U.S. and Canadian customs laws and regulations, which restrict the importation of and

impose tariffs, anti-dumping and countervailing duties on, certain imported products, including textiles, apparel, footwear, and
accessories. We currently are not restricted by any such anti-dumping and countervailing duties in the operation of our business.

Internet Access to Reports

We are a public company and are subject to the disclosure requirements of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”). Accordingly, we file periodic reports, proxy statements, and other information with the SEC.
Such reports, proxy statements, and other information may be obtained by visiting the SEC website (http://www.sec.gov) that
contains reports, proxy, and information statements and other information regarding us and other issuers that file electronically.

Our corporate website address is http://corporate.childrensplace.com. We make available, without charge, through our
website, copies of our Proxy Statement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon
as reasonably practicable after such reports are filed with or furnished to the SEC. Our ESG Report is also available on our
corporate website under the ESG tab. References in this document to our websites are not and should not be considered part of
this Annual Report on Form 10-K, and the information on our websites is not incorporated by reference into this Annual Report
on Form 10-K.

We also make available our corporate governance materials, including our corporate governance guidelines and our code

of business conduct, on our website. If we make any substantive amendments to our code of business conduct or grant any
waiver, including any implicit waiver, from a provision of the code for the benefit of our Chief Executive Officer and President
or our Chief Financial Officer, we will disclose the nature of such amendment or waiver on our corporate website or in a
Current Report on Form 8-K.

ITEM 1A. RISK FACTORS.

Investors in the Company should consider the following risk factors as well as the other information contained herein:

RISKS RELATED TO BUSINESS STRATEGIES AND GLOBAL OPERATIONS

We may not be able to successfully execute our business strategies.

Our strategic initiatives currently involve a focus on (i) delivery of product of a quality and value that resonates with our

customers, (ii) scaling and optimizing our infrastructure to support our e-commerce business given the continued shift in our
customers’ shopping patterns to online shopping, and (iii) optimization of our North American retail store fleet.

We will continue to implement and refine our business systems transformation initiatives designed to increase sales and

profitability. Our business transformation through technology initiative has two key components: digital transformation and
inventory management. With respect to digital transformation, we continue to implement a personalized customer contact
strategy and are scaling our digital infrastructure to support increased digital demand. These initiatives require the execution of
complex projects involving significant systems and operational changes, which place considerable demands on our
management and our information and other systems. Our ability to successfully implement and capitalize on these projects is
dependent on management’s ability to manage these projects effectively and implement and operate them successfully, without
adversely affecting the subject and/or other systems, and on our employees’ ability to operationalize the required changes. If we
fail to implement these projects effectively, including aligning them with our sourcing, distribution and logistics operations, if
we experience significant delay, cost overruns, or unforeseen costs, or if the necessary operational changes and change
management are not enacted properly, we may not realize the return on our investments that we anticipate, and we may
adversely affect the operation of other systems, and our business, financial position, results of operations, and cash flows could
be materially adversely affected.

We will continue our store fleet optimization program in Fiscal 2023, which is intended to address the accelerated
consolidation of the brick and mortar retail channel resulting from the COVID-19 pandemic and to increase the profitability of
our existing retail store fleet. Since the program was announced in 2013, we have closed 586 stores, including 59 stores closed
in Fiscal 2022. Failure to properly identify or measure underperforming retail stores, failure to achieve anticipated sales transfer
rates from closed stores to remaining retail stores and/or e-commerce sales, and failure to properly identify and analyze
customer segmentation and spending patterns could have a material adverse effect on our business, financial position, results of
operations, and cash flows. In addition, pursuant to GAAP, we are required to recognize an impairment charge when
circumstances indicate that the carrying value of long-lived assets may not be recoverable. If a determination is made that the
carrying value of a long-lived asset is not recoverable over its estimated useful life, the asset is written down to its estimated fair
value.

Consumer demand, behavior, taste, and purchasing trends, as well as geopolitical conflicts and economic and political

stability may differ in international markets and/or in the distribution channels through which our wholesale customers sell
products, including as a result of the COVID-19 pandemic, and, as a result, sales of our products may not be successful or meet
our expectations, or the margins on those sales may not be in line with those we currently anticipate. We may also face
difficulties integrating foreign business operations and/or wholesaling operations with our current sourcing, distribution,
information technology systems, and other operations. In addition, our expanded marketing and advertising strategies to
promote sales, including the sponsorship of sweepstakes, contests and donations, and an increased online presence through
collaborations with social media influencers, may not generate sufficient interest in our products while exposing us to other
risks. Any of these challenges could hinder our success in new and existing markets or new and existing distribution channels.
There can be no assurance that we will successfully complete any planned expansion or that any new business will be profitable
or meet our expectations.

In addition, a wholly-owned subsidiary of the Company acquired certain intellectual property and related assets of
Gymboree Group, Inc. and related entities, including worldwide rights to the name “Gymboree”. We have relaunched the
Gymboree brand to expand our business across our retail stores, e-commerce, international, and wholesale businesses. We also
launched the Sugar & Jade brand in November 2021 and more recently, launched the PJ Place brand in October 2022. The
positioning of the Gymboree, Sugar & Jade and PJ Place brands and their products, relative to our existing products, the fashion
choices we make with respect to our products, and our ability to integrate the Gymboree, Sugar & Jade and PJ Place brands and
their products into our existing marketing, sourcing, inventory, sales/e-commerce, customer relations, and logistics operations
and systems will be critical to our ability to leverage all of these brands to expand our business.

In addition, pursuant to GAAP, we are required to recognize an impairment charge when circumstances indicate that the

carrying value of our indefinite-lived Gymboree tradename asset may not be recoverable. If a determination is made that the
carrying value of the Gymboree tradename asset is not recoverable, the asset is written down to its estimated fair value.

A failure to properly execute our plans and business strategies, delays in executing our plans and business strategies,

increased costs associated with executing on our plans and business strategies, or failure to identify alternative strategies could
have a material adverse effect on our business, financial position, results of operations, and cash flows.

We depend on generating sufficient cash flows, together with our existing cash balances and availability under our

credit facility, to fund our ongoing operations, capital expenditures, debt service requirements, share repurchases and
payment of dividends.

Our ability to fund our ongoing operations, capital expenditures, debt service requirements, share purchase programs and

payment of dividends will depend on our ability to generate cash flows. Our cash flows are dependent on many factors,
including:

•

seasonal fluctuations in our net sales and net income;

the continued operation of our store fleet and e-commerce websites;

the timing of inventory purchases for upcoming seasons, such as when to purchase merchandise for the back-to-school
season;

vendor and other supplier terms and related conditions, which may be less favorable to us as a smaller company in
comparison to larger companies; and

consumer sentiment, general business conditions, including the high levels of inflation currently being experienced,
and macro-economic uncertainty or slowdown, including as a result of events such as acts of terrorism, effects of war,
pandemics, or other health issues such as COVID-19.

Most of these factors are beyond our control. It is difficult to predict the impact that general economic conditions,
including the effects of the COVID-19 pandemic and inflation, will continue to have on consumer spending and our financial
results. However, we believe that they could continue to result in reduced spending by our target customer, which would reduce
our revenues and our cash flows from operating activities from those that otherwise would have been generated. In addition,
steps that we may take to limit cash outlays, such as delaying the purchase of inventory, may not be successful or could delay
the arrival of merchandise for future selling seasons, which could reduce our net sales or profitability. If we are unable to
generate sufficient cash flows, we may not be able to fund our ongoing operations, planned capital expenditures, debt service
requirements, or share repurchases, and we may be required to seek additional sources of liquidity.

Furthermore, as a retail company, we are inherently subject to the risk of inventory loss and theft. These losses may be

caused by error or misconduct of associates, customers, vendors or other third parties, including through organized retail crime
and professional theft. Since the onset of the COVID-19 pandemic, the retail industry has generally experienced an increase in
inventory shrinkage, and there can be no assurance that the measures we are taking will effectively reduce inventory shrinkage.
Although some level of inventory shrinkage is an unavoidable cost of doing business, if we were to experience higher rates of
inventory shrinkage or incur increased security costs to combat inventory theft, it could have a material adverse effect on our
business, financial condition, results of operations and cash flows.

A wide variety of factors can cause a decline in consumer confidence and spending which could have a material
adverse effect on the retail and apparel industries and our business, financial position, results of operations, and cash flows.

The apparel industry is cyclical in nature and is particularly affected by adverse trends in the general economy. Purchases

of apparel and related merchandise are generally discretionary and, therefore, tend to decline during recessionary, inflationary
and weak economic periods and also may decline at other times, including as a result of the COVID-19 pandemic. This is
particularly true with our target customer who is a value conscious, lower to middle income mother buying for infants and
children based on need rather than based on fashion, trend, or impulse. High inflation, high unemployment levels, increases in
tax rates, declines in real estate values, availability of credit, volatility in the global financial markets, and the overall level of
consumer confidence have negatively impacted, and could in the future negatively impact, the level of consumer spending for
discretionary items. This could adversely affect our business as it is dependent on consumer demand for our products. In North
America, we have experienced and continue to experience a decrease in customer traffic, including at shopping malls, and a
highly promotional environment. If the current macroeconomic environment deteriorates further, including as a result of the
COVID-19 pandemic, there will likely be a negative effect on our revenues, operating margins, and earnings which could have
a material adverse effect on our business, financial position, results of operations, and cash flows.

In addition to the economic environment, there are a number of other factors that could contribute to reduced customer

traffic and/or reduced levels of consumer confidence and spending, such as actual or potential terrorist acts, including domestic
terrorism, natural disasters, severe weather, pandemics or other health issues, such as COVID-19, political disruption, war, or
geopolitical conflicts. These occurrences create significant instability and uncertainty in the United States and elsewhere in the
world, causing consumers to defer purchases or to not shop in retail stores in shopping malls, or preventing our suppliers and

service providers from providing required products, services, or materials to us. These factors could have a material adverse
effect on our business, financial position, results of operations, and cash flows.

Fluctuations in the prices of raw materials, labor, energy, and services could result in increased product and/or

delivery costs. Our profitability and cash flows may decline as a result of increasing pressure on margins.

The apparel industry is subject to significant pricing pressure caused by many factors, including intense competition, the

highly promotional retail environment, the financial health of competitors, changes in consumer demand, and macroeconomic
conditions. If these factors cause us to reduce our sales prices and we fail to sufficiently reduce our product costs or operating
expenses, our profitability and cash flows could decline.

Increases in the price of raw materials, including cotton and other materials used in the production of fabric, clothing,

footwear, and accessories, as well as volatility and increases in labor (including increases in minimum wages and wage rates as
a result of changes in laws or business practices), energy, shipping or distribution costs, pandemics or other health issues, such
as COVID-19, and other costs, could result in significant increases in operating costs, as well as cost increases for our products
and their distribution to our and our third-party partners’ distribution centers, retail locations, international franchise partners,
and wholesale and retail customers. To the extent we are unable to offset any such increased costs through value engineering or
price increases, such increased costs could have a material adverse effect on our business, financial position, results of
operations, and cash flows.

In addition, a shortage of labor or an increase in the cost of labor for our retail stores and/or such distribution centers

could also have a material adverse effect on our business, financial position, results of operations, and cash flows.

Damage to, or a prolonged interruption of activities at, any facility that we use in our business operations could have

a material adverse effect on our business.

Our single U.S. corporate headquarters is located in Secaucus, New Jersey. One of our company-operated distribution

centers is located in Fort Payne, Alabama and supports our U.S. stores, wholesale, and e-commerce shipments in the U.S.
Another company-operated distribution center is located in Mississauga, Ontario and supports all of our store fulfillment
activities in Canada. We also use a third-party warehouse provider, with distribution centers located in Brownsburg, Indiana, to
support our U.S. e-commerce operations, and Mississauga, Ontario to support our Canadian e-commerce operations. Our
international franchise partners receive the vast majority of shipments of merchandise from our third-party warehouse provider
located in Asia. On occasion, we may utilize additional facilities to support our seasonal warehousing needs. Damage to, or
prolonged interruption of operations at, any of the Company-operated or third-party facilities due to a work stoppage,
pandemics or other health issues, such as COVID-19, weather conditions such as a tornado, hurricane or flood, other natural
disaster, fire, or other event could have a material adverse effect on our business, financial position, results of operations, and
cash flows.

We depend on our relationships with unaffiliated manufacturers, suppliers, and transportation companies, both
domestically and internationally. Our inability to maintain relationships with any of these entities, the disruption to or
failure of any of their businesses, their failure to operate in a lawful or ethical manner, and the risks associated with
international business, could have a material adverse effect on our business, financial position, results of operations, and
cash flows.

We do not own or operate any manufacturing facilities and, therefore, are dependent upon independent third parties for

the manufacture of all of our products. The vast majority of our products are currently manufactured to our specifications,
pursuant to purchase orders, by independent manufacturers located primarily in Asia and Africa. We have no exclusive or long-
term contracts with our manufacturers. We compete with other companies for manufacturing facilities, many of which have
greater financial resources than we have or pay a higher unit price than we do. If an existing manufacturer of merchandise must
be replaced for any reason, we will have to find alternative sources of manufacturing or increase purchases from our other third-
party manufacturers, and there is no assurance we will be able to do so or do so on terms that are acceptable to us.

We do not use commissioned buying agents to source any products. Although we believe that we have the in-house
capability to more efficiently source all of our products, our inability to do so, or our inability to find adequate sources to
support our current needs for merchandise and future growth, could have a material adverse effect on our business, financial
position, results of operations, and cash flows.

Our merchandise is shipped directly from manufacturers through third-party logistics providers to our or our third-party

providers’ distribution and fulfillment centers, and in turn, to our stores, our e-commerce customers, and our international
franchise partners and wholesale customers. Our operating results depend, in material part, on the orderly, timely, and accurate
operation of our shipping, receiving, and distribution processes, which depends, in material part, on our manufacturers’
adherence to shipping schedules, the availability of ships, shipping containers and shipping routes, and our third-party
providers’ effective management of our domestic and international shipping functions, distribution processes, facilities, and
capacity.

If our agents, manufacturers, suppliers or freight operators experience negative financial consequences, our inability to
use or find substitute providers to support our manufacturing and distribution needs in a timely manner could have a material
adverse effect on our business, financial position, results of operations, and cash flows.

Additionally, given that virtually all of our merchandise is purchased from foreign suppliers, we are subject to various
risks of doing business in foreign markets and importing merchandise from abroad, including from less politically or socially
stable and/or less developed countries, such as:

•

new tariffs or imposition of duties, taxes, and other charges on or costs of relying on imports;

foreign governmental regulations, including, but not limited to, changing requirements in the course of dealing with
regard to product safety, product testing, environmental matters, employment, taxation, and language preference;

the failure of a direct or indirect vendor or supplier to comply with local laws or industry standards or ethical business
practices, including worker safety (e.g., fire safety and building codes), worker rights of association, freedom from
harassment and coercion, unauthorized subcontracting or use of forced, indentured or child labor, social compliance
with health and welfare standards, and environmental matters;

financial, political, or societal instability, or military action, war or other conflict;

the rising cost of doing business in particular countries;

pandemics or other health issues, such as COVID-19;

bankruptcy or insolvency of our vendors;

fluctuation of the U.S. dollar against foreign currencies;

pressure from or campaigns by non-governmental organizations or other persons, including on social media;

customer acceptance of foreign produced merchandise;

developing countries with less or inadequate infrastructure;

new and existing legislation relating to use of forced, indentured or child labor by unaffiliated manufacturers or
suppliers, import quotas or other restrictions that may limit or prevent the import of our merchandise;

changes to, or repeal, suspension or discontinuation of, trade agreements, trade legislation and/or trade preferences;

significant delays in the manufacture, transportation and delivery of cargo due to COVID-19 and other health issues,
port security considerations, political unrest, war, weather conditions, or cyber-security events;

disruption of imports by labor disputes and local business or unethical practices;

regulations under the United States Foreign Corrupt Practices Act; and

increased costs of or shortages of equipment, containers for shipments, or transportation.

In addition to the above, it is possible that other events beyond our control, both domestically and internationally, such as
labor disputes, cybersecurity events or allegations of misconduct or unethical behavior affecting our unaffiliated manufacturers,
suppliers, or transportation companies, a terrorist or similar act, military action, strike, weather conditions, natural disasters,
pandemics or other health issues, such as COVID-19, or government spending cuts, could result in delays or disruptions in the
production, transportation and/or delivery of merchandise to our distribution centers or our stores, international franchise
partners and wholesale customers, or the fulfillment of e-commerce orders to our customers, or require us to incur substantial
additional costs, including in air freight, to ensure timely delivery. Any such event could have a material adverse effect on our
business, financial position, results of operations, and cash flows.

In an attempt to mitigate the above risks within any one region or one country, we maintain relationships with many
manufacturers and suppliers in various countries. We cannot predict the effect that this, or the other factors noted above, in any
region or country from which we import products could have on our business. If any of these factors rendered the conduct of
business in a particular region or country undesirable or impractical, or if our current foreign manufacturing and supply sources
ceased doing business with us or we ceased doing business with them for any reason and we were unable to find alternative
sources of supply, we could experience a material adverse effect on our business, financial position, results of operations, and
cash flows.

Our vendor guidelines and code of conduct are designed to promote compliance with applicable law and industry

standards and ethical business practices. We monitor our vendors’ practices; however, we do not control these independent
manufacturers, their business practices, their labor practices, their health and safety practices, the physical condition of their
factories, worker dormitories or other facilities, the integrity of their information or other business systems, or from where they

buy or otherwise source their raw materials or labor. The failure of our third-party manufacturers or suppliers, which we do not
control, to address the risks described above, could result in accidents and practices that cause material disruptions or delays in
production or delivery, the imposition of governmental penalties or restrictions, and/or material harm to our reputation, any of
which could have a material adverse effect on our business, financial position, results of operations, and cash flows.

We may experience disruptions at ports used to export our products from Asia, Africa, and other regions, or along the

various shipping routes, or used as ports of entry in the United States and Canada.

We currently ship the vast majority of our products by ocean. If a disruption occurs in the operation of ports through

which our products are exported or imported, or along the various shipping routes, we and our vendors may have to ship some
or all of our products from Asia, Africa, and other regions by air freight or to or from alternative shipping destinations in the
United States or in foreign countries. Shipping by air is significantly more expensive than shipping by ocean and our
profitability could be materially reduced. Similarly, shipping to or from alternative destinations could lead to significantly
increased costs for our products. A disruption at ports (domestic or abroad) through which our products are exported or
imported or along the various shipping routes could have a material adverse effect on our business, financial position, results of
operations, and cash flows.

Because certain of our subsidiaries operate outside of the United States, some of our revenues, product costs, and

other expenses are subject to foreign economic and currency risks.

We have store operations in Canada, a sourcing office in Hong Kong, sourcing operations in various locations in Asia

and Africa, and store operations internationally through franchisees.

The currency market has seen significant volatility in the value of the U.S. dollar against other foreign currencies. While

our business is primarily conducted in U.S. dollars, we purchase virtually all of our products overseas, and we generate
significant revenues in Canada in Canadian dollars. Cost increases caused by currency exchange rate fluctuations could make
our products less competitive or have a material adverse effect on our profitability. Currency exchange rate fluctuations could
also disrupt the business of the third-party manufacturers that produce our products, or franchisees that purchase our products,
by making their purchases of raw materials or products more expensive and more difficult to finance.

Changes in currency exchange rates affect the U.S. dollar value of the Canadian dollar denominated prices at which our

Canadian business sells product. As a result, fluctuations in exchange rates impact the amount of our reported sales and
expenses, which could have a material adverse effect on our business, financial position, results of operations, and cash flows.
Additionally, we have foreign currency denominated receivables and payables that are not hedged against foreign currency
fluctuations. When settled, these receivables and payables could result in significant transaction gains or losses.

Acts of terrorism, effects of war, pandemics or other health issues, such as COVID-19, natural disasters, other

catastrophes, or political unrest could have a material adverse effect on our business.

Threatened or actual acts of terrorism, including U.S. domestic terrorism, continue to be a risk to the U.S. and global

economies. Terrorism and potential military responses, political unrest, war and other conflicts, natural disasters, pandemics or
other health issues, such as COVID-19, have disrupted and could disrupt commerce and impact our or our franchisees’ ability
to operate our stores in affected areas, produce our products in foreign countries, import our products from foreign countries, or
provide critical functions necessary to the operation of our business. A disruption of commerce, or an inability to recover
critical functions from such a disruption, could interfere with the production, shipment, or receipt of our merchandise in a
timely manner or increase our costs to do so. Consequently, any such disruption could undermine consumer confidence, which
could negatively impact consumer spending patterns or customer traffic, and thus have a material adverse effect on our
business, financial position, results of operations, and cash flows.

For example, the outbreak of respiratory and other illnesses, including those caused by the COVID-19 virus, has led to
worldwide work and travel restrictions which in turn has led to textile mill and factory closures and delays in reopening, and
delays in workers returning to work, which have affected our third-party manufacturers. This viral outbreak continues to make
it difficult for our suppliers to source raw materials, manufacture goods, and export our products. If the severity and reach of
these illnesses continues or increases, there may be significant and material disruptions to our supply chain and operations, and
disruptions in the manufacture, shipment, and sale of our products, which would have a material adverse effect on our business,
financial position, results of operations, and cash flows.

Our success depends upon the service and capabilities of our management team. Changes in management or in our
organizational structure, particularly in the most senior positions, or inadequate or ineffective management, could have a
material adverse effect on our business.

Our business and success is materially dependent on retaining members of our senior leadership team, including our
chief executive officer, and other key individuals within the organization, to formulate and execute the Company’s strategic and
business plans. Leadership changes can be inherently difficult to manage and may cause material disruption to our management

team or our business operations and financial results. Senior level management establishes the “tone at the top” by which an
environment of ethical values, operating style, and management philosophy is fostered. Changes in senior management could
lead to an environment that lacks inspiration and/or a lack of commitment by our employees, which could have a material
adverse effect on our business.

Any disruption in, or changes to, our consumer credit arrangements, including our private label credit card

agreement, may adversely affect the ability of our customers to obtain consumer credit.

Credit card operations are subject to numerous federal and state laws that impose disclosure and other requirements upon

the origination, servicing, and enforcement of credit accounts and limitations on the maximum amount of finance charges that
may be charged by a credit provider. Additionally, during periods of increasing consumer credit delinquencies, financial
institutions may reexamine their lending practices and procedures. There can be no assurance that the delinquencies being
experienced by providers of consumer credit generally would not cause providers of third-party credit offered by us to decrease
the availability of, or increase the cost of, such credit.

Any of the above risks, individually or in aggregation, could have a material adverse effect on the way we conduct

business and could materially negatively impact our business, financial position, results of operations, and cash flows.

We are subject to customer payment-related risks that could increase our operating costs, expose us to fraud or theft,

subject us to potential liability and potentially disrupt our business.

We accept payments using a variety of methods, including cash, checks, credit and debit cards, Afterpay, ApplePay,
PayPal, our private label credit card, and gift cards. Acceptance of these payment options subjects us to rules, regulations,
contractual obligations and compliance requirements, including payment card association operating rules, certification
requirements and operating guidelines, data security standards and certification requirements, and rules governing electronic
funds transfers. These requirements may change over time or be reinterpreted, making compliance more difficult or costly.
Although no system can completely prevent theft, security countermeasures have been deployed to reduce the potential for
fraud and theft by criminals. If we fail to comply with applicable rules and regulations, we may be subject to fines or higher
transaction fees and may lose our ability to accept online payments or other payment card transactions. If any of these events
were to occur, our business, financial position, results of operations, and cash flows could be adversely affected.

RISKS RELATED TO THE RETAIL AND APPAREL INDUSTRIES

We may suffer material adverse business consequences if we are unable to anticipate, identify, and respond to
merchandise trends, marketing and promotional trends, changes in technology, or customer shopping patterns. Profitability
and our reputation could be materially negatively impacted if we do not adequately forecast the demand for our products
and, as a result, create significant levels of excess inventory or insufficient levels of inventory.

The apparel industry is subject to rapidly changing fashion trends and shifting consumer preferences, including the
increase in online shopping. Our success depends, in material part, on the ability of our design, merchandising and IT teams to
anticipate and respond to these changes for our brands and our global sourcing team to source from vendors that produce
merchandise which has a compelling quality and value proposition for our customers. Our design, manufacturing, and sourcing
process generally takes up to one year, during which time fashion trends and consumer preferences may further change. If we
miscalculate either the demand for our merchandise or our customers’ tastes or purchasing habits, we could experience
materially increased costs and lower selling prices due to a need to dispose of excess inventory. Conversely, if we forecast
demand for our products that is lower than actual demand, we may experience insufficient levels of inventory, increased costs
to fulfill demand from alternative locations of inventory, and reputational damage. Further, it is necessary to develop and
implement uses and scaling of technology addressing changes in customer buying behaviors and/or successful customer
marketing programs, including loyalty and private label credit card programs and “buy-now-pay-later” programs. Failure to
address any of the above risks could have a material adverse effect on our business, financial position, results of operations, and
cash flows.

Product liability costs, related claims, and the cost of compliance with consumer product safety laws in the U.S and in

Canada or our inability to comply with such laws could have a material adverse effect on our business and reputation.

We are subject to regulation by the Consumer Product Safety Commission (“CPSC”) in the U.S., Health Canada in
Canada, and similar state, provincial, and international regulatory authorities. Although we test the products sold in our stores,
on our website, and to our international franchise partners and our wholesale customers, concerns about product safety,
including, but not limited to, concerns about those manufactured in developing countries, may lead us to recall selected
products, either voluntarily or at the direction of a governmental authority, and may lead to a lack of consumer acceptance or
loss of consumer trust. Product safety concerns, recalls, or the failure to properly manage recalls, defects, or errors could result
in governmental fines, rejection of our products by customers, damage to our reputation, lost sales, product liability litigation,

and increased costs, any or all of which could harm our business and have a material adverse effect on our business, financial
position, results of operations, and cash flows.

The cost of compliance with current requirements and any future requirements of the CPSC, Health Canada, or other

federal, state, provincial, or international regulatory authorities, consumer product safety laws, including initiatives labeled as
“green chemistry” and regulatory testing, certification, packaging, labeling, and advertising and reporting requirements, or
changes to existing laws could have a material adverse effect on our business, financial position, results of operations, and cash
flows. In addition, any failure to comply with such requirements could result in significant penalties, litigation, or require us to
recall products, any or all of which could have a material adverse effect on our business, reputation, financial position, results of
operations, and cash flows.

We face significant competition in the retail and apparel industries, which could negatively impact our business.

The children’s apparel retail market is highly competitive, and we face heightened price and promotional competition.

We compete in substantially all of our markets with Target Corporation, Old Navy, GapKids, and babyGap (each of which is a
division of The Gap, Inc.), Carter’s, Inc., T.J. Maxx and Marshall’s (each of which is a division of TJX Companies, Inc.),
Burlington Coat Factory, Inc., Kohl’s Corporation, Walmart Stores, Inc., and other department stores. We also compete with a
wide variety of specialty stores, other national and regional retail chains, catalog companies, and e-commerce retailers,
including Amazon. One or more of our competitors are present in virtually all of the areas in which we have stores. E-
commerce only retailers generally do not incur the geographical limitations suffered by traditional brick and mortar stores,
giving e-commerce only retailers a competitive advantage to and imposing significant pricing pressure on brick and mortar
stores. In addition, while we view our business as a single omni-channel business, our e-commerce stores may divert sales from
our brick and mortar stores. Many of our competitors are larger than us and have access to significantly greater financial,
marketing, and other resources than we have. Increased competition, increased promotional activity, continuing economic
pressure on and inflation affecting value-seeking consumers, and liquidation activities by bankrupt and other struggling
retailers, including selling apparel, footwear, and accessory merchandise at substantial discounts, could also have a material
adverse effect on our ability to compete successfully, and could have a material adverse effect on our business, reputation,
financial position, results of operations, and cash flows. We may not be able to continue to compete successfully against
existing or future competition.

If our landlords should suffer financial difficulty or if we are unable to successfully negotiate acceptable lease terms,

it could have a material adverse effect on our business, financial position, results of operations, and cash flows.

If any of our landlords or their substantial tenants, such as anchor department stores, should suffer financial difficulty, it

could render our landlords unable to fulfill their duties under our lease agreements and/or could render certain malls to
experience reduced customer traffic. Such duties include providing a sufficient number of mall co-tenants, common area
maintenance, utilities, and payment of real estate taxes. While we have certain remedies under our lease agreements, the loss of
business that could result if a shopping center should close or if customer traffic were to significantly decline as a result of lost
tenants or improper care of the facilities or due to macroeconomic effects, including the COVID-19 pandemic or inflation,
could have a material adverse effect on our business, financial position, results of operations, and cash flows.

The leases for a substantial number of our retail stores come up for renewal each year. If we are unable to continue to

negotiate acceptable lease and renewal terms, it could have a material adverse effect on our business, financial position, results
of operations, and cash flows.

RISKS RELATED TO THE COVID-19 PANDEMIC

The COVID-19 pandemic has significantly disrupted, and is expected to continue to disrupt, our business, which in

turn could have a material adverse effect on our business, financial position, results of operations, and cash flows.

Since its onset in 2020, the COVID-19 pandemic has significantly negatively affected the domestic and global
economies, significantly disrupted global supply chains, and created significant disruption of businesses, lifestyles, and the
financial and retail markets, including a significant disruption in consumer demand for children’s clothing and accessories.
Measures undertaken by governments, private organizations and individuals have addressed the pandemic and the disruption it
has caused. Nonetheless, the COVID-19 pandemic is expected to continue to adversely affect business and personal life.

The COVID-19 pandemic has had, and will likely continue to have adverse effects on our business, financial position,

results of operations, and cash flows. For example:

•

The Company has experienced, and will likely continue to experience, reductions and volatility in demand for its retail
products, and changes in consumer spending behaviors and needs (including because of the adoption of remote or
hybrid learning models by schools) due to the COVID-19 pandemic, have adversely impacted and are likely to
continue to adversely impact traffic in stores and sales, and such actions have resulted, and are likely to continue to
result, in a loss of sales and profit.

•

The Company has experienced, and will likely continue to experience, temporary disruptions in its global supply
chain, as the COVID-19 outbreak has resulted in travel and shipping disruptions and has adversely impacted, and will
likely continue to adversely impact, manufacturing and distribution throughout the world, including in all countries in
which the Company’s products are produced. The receipt of products and raw materials has been, and will likely
continue to be, slowed or disrupted, which has adversely impacted, and will likely continue to adversely impact, the
fulfillment of merchandise orders from the Company’s vendors.

In response to increased digital demand, the Company increased and will continue to increase the utilization of its
third-party logistics providers to further support both our U.S. and Canadian e-commerce operations. This increased
utilization has resulted and may continue to result in higher fulfillment costs for the Company.

Due to delays in the manufacture, transportation and delivery of cargo during the COVID-19 pandemic, the Company
had begun to factor in these delays in its inventory management planning. This has resulted in a material increase in
the costs of transporting and importing the Company’s products from overseas factories. Also, in the event these
deliveries arrive earlier than expected, we could experience materially increased costs and lower selling prices due to a
need to dispose of excess inventory.

These disruptions to the domestic and global economies and to the Company’s business may lead to additional triggering

events that may indicate that the carrying value of certain assets, including inventories, long-lived assets, and intangibles, may
not be recoverable. Furthermore, the global situation is in a state of flux and the Company cannot foresee whether the outbreak
of COVID-19 and/or variant viruses will be effectively contained, nor can it predict the severity and duration of the pandemic’s
impact. As such, impacts of COVID-19 and/or variant viruses on the Company are highly uncertain, and the Company will
continue to assess the operational and financial impacts. The disruptions caused by the COVID-19 pandemic, and all measures
taken, and to be taken in the future, in response to it, including those described above, may have a material adverse effect on our
business, financial position, results of operations, and cash flows.

RISKS RELATED TO CYBERSECURITY, DATA PRIVACY, INFORMATION TECHNOLOGY AND E-

COMMERCE

A privacy breach, through a cybersecurity incident or otherwise, or failure to comply with privacy laws could have a

material adverse effect on our business.

As part of normal operations, we and our third-party vendors, consultants and other partners receive and maintain
confidential and personally identifiable information about our customers and employees, and confidential financial, intellectual
property, and other proprietary information. We regard the protection of our customer, employee, and Company information as
critical. The regulatory environment surrounding information security and privacy is very demanding, with the frequent
imposition of new and changing significant requirements, such as the California Consumer Privacy Act and the California
Privacy Rights Act, and more recently, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut
Data Privacy Act and the Utah Consumer Privacy Act, some of which involve significant costs to implement and significant
penalties if not followed properly. A significant breach of federal, state, provincial, local, or international privacy laws could
have a material adverse effect on our business, reputation, financial position, results of operations, and cash flows.

A cybersecurity breach, whether targeted, random, or inadvertent, and whether at the hands of cyber criminals, hackers,

rogue employees, hostile agents of foreign governments, or other persons, may occur and could go undetected for a period of
time. Any cybersecurity incident could result in any or all of the following:

•

theft, destruction, loss, misappropriation, or release of confidential financial and other data, intellectual property,
customer awards or loyalty points, or customer, employee or vendor information, including personally identifiable
information such as payment card information, bank account information, email addresses, passwords, social
security numbers, home addresses, or health information;

operational or business delays resulting from the disruption of our e-commerce site, computer network, or the
computer networks of our third-party vendors, consultants and other partners and subsequent material clean-up
and mitigation costs and activities;

negative publicity resulting in material reputation or brand damage with our investors, customers, vendors, third-
party partners, or industry peers;

loss of sales, including those generated through our e-commerce websites; and

governmental penalties, fines and/or enforcement actions, payment and industry penalties and fines, and/or class
action and other lawsuits.

Our efforts and technology to secure our computer network and systems may not be sufficient to defend us against all

unauthorized attempts to access our employees’, customers’, vendors’ and/or our information. We have been and may be

subject to attempts to gain unauthorized access to our computer network and systems, including emails. Similarly, a breach to
the computer networks and systems of our third-party vendors, consultants or other partners, including those that are cloud-
based, may also occur. Any such breach could lead to a material disruption of our computer network and/or the areas of our
business dependent on the support, services, and other products provided by these third-party vendors, consultants and other
partners, subsequently resulting in the events described above. To date, prior attempts to gain unauthorized access to the
networks and systems of the Company, our third-party vendors, consultants or other partners have not had a material adverse
effect on us.

Our systems and procedures are required to meet the Payment Card Industry (“PCI”) data security standards, which

require periodic audits by independent third-parties to assess compliance. Failure to comply with the security requirements or
rectify a security issue may result in substantial fines and the imposition of material restrictions on our ability to accept payment
by credit or debit cards. There can be no assurance that we will be able to satisfy PCI security standards or to identify security
issues in a timely fashion. In addition, PCI are controlled by a limited number of vendors who have the ability to impose
changes in PCI’s fee structure and operational requirements on us without negotiation. Such changes in fees and operational
requirements may result in our failure to comply with PCI security standards, as well as significant unanticipated expenses.

Any of the above risks, individually or in aggregation, could result in significant costs and/or materially damage our

reputation and result in lost sales, governmental and payment card industry fines, and/or class action and other lawsuits, which
in turn could have a material adverse effect on our business, financial position, results of operations, and cash flows. Although
we carry cybersecurity insurance, in the event of a cyber-incident, that insurance may not be extensive enough or adequate in
scope of coverage or amount to reimburse us for damages we may incur.

Our failure to successfully manage our e-commerce business could have a material adverse effect on our business.

The successful operation of our e-commerce business depends on our ability to maintain the efficient and uninterrupted

operation of our online order-taking and our fulfillment operations and on our ability to provide a shopping experience that will
generate orders and return visits to our site, including by updating our e-commerce platform to stay abreast of changing
consumer shopping habits such as the significantly increased use of mobile devices and apps to shop online. Risks associated
with our e-commerce business include:

•

risks associated with the failure of the computer systems that operate our website or the failure or disruption of our
information technology and other business systems, including, but not limited to, inadequate system capacity,
security breaches, computer viruses, human error, changes in programming, failure of third-parties to continue to
support older systems or system upgrades, or unintended disruptions occasioned as a result of such upgrades, or
migration of these services to new systems, including to the cloud;

inadequacy of disaster recovery processes and the failure to align these processes with business continuity plans;

the integration of the Gymboree brand in our stores and via our e-commerce website, the continued progress of
our Sugar & Jade brand, and the launch of our newest brand, PJ Place;

consumer privacy and information security concerns and regulation;

changes in applicable federal, state, provincial, local, or international regulations;

disruptions in telephone service or power outages;

reliance on third parties for computer hardware and software, cloud-based computing services, updates (patches),
as well as delivery of merchandise to our customers;

increased or unplanned costs associated with order fulfillment and delivery of merchandise to our customers;

rapid technology changes and changes in consumer shopping habits, including as a result of the COVID-19
pandemic, such as the significant increase in online shopping, including through the use of mobile devices and
apps;

credit or debit card fraud;

the diversion of sales from our physical stores;

natural disasters or adverse weather conditions;

negative publicity related to the social media influencers we have engaged;

negative customer reviews or influencer reviews on social media; and

liability for online advertising and content.

Problems in any one or more of these areas, individually or in aggregation, could have a material adverse effect on our

business, financial position, results of operations, and cash flows, and could damage our reputation and brands.

A material disruption in, failure of, inability to upgrade, or inability to properly implement disaster recovery plans for,

our information technology or other business systems could have a material adverse effect on our business, financial
position, results of operations, and cash flows.

We rely heavily on various information and other business systems to manage our complex operations, including our

online business, management of our global supply chain, merchandise assortment planning, inventory allocation and
replenishment, order management, warehousing, distribution and shipping activities, point-of-sale processing in our stores,
including credit and debit card processing, gift cards, our private label credit card, our customer loyalty program, and various
other processes and transactions. We continue to evaluate and implement upgrades and changes to our information technology
(“IT”) and other business systems.

Operation of our IT and/or implementation of upgrades and changes to our IT and other business systems carries

substantial risk, including failure to operate as designed, failure to properly integrate with, or disruption of, other systems,
potential loss of data or information, cost overruns or unforeseen costs, implementation delays, disruption of operations,
inability to properly train associates on new processes, inability to properly direct change management, lower customer
satisfaction resulting in lost customers or sales, inability to deliver the optimal level of merchandise to our stores in a timely
manner, inventory shortages, inventory levels in excess of customer demand, inability to meet the demands of our international
franchise partners or our wholesale and retail customers, and the inability to meet financial, regulatory, and other reporting
requirements. Further, disruptions or malfunctions affecting our current or new information or other business systems could
cause critical information upon which we rely to be lost, delayed, unreliable, corrupted, insufficient, or inaccessible. See also
the risks associated with the risk factor above, “Our failure to successfully manage our e-commerce business could have a
material adverse effect on our business.”

We continue to focus on the implementation of IT disaster recovery and/or implementation of high availability readiness

with regard to our e-commerce, finance, reporting, distribution, logistics, store operations, merchandising, sourcing, and other
key systems in order to protect against the loss or corruption of critical data. There can be no assurance that we will be
successful in implementing or executing on the appropriate disaster recovery plans or high availability readiness to protect
against such loss or corruption. There is also no assurance that a successfully implemented system will deliver or continue to
deliver any anticipated sales or margin improvements or other benefits to us. The failure to do so could have a material adverse
effect on our business, financial position, results of operations, and cash flows.

We also rely on third-party vendors and outsourcing partners to design, program, implement, maintain, and service our

existing and planned information systems, including those operated through cloud-based technology. Any failures of these
vendors to properly deliver their services in a timely fashion, any determination by those vendors to stop supporting certain
systems or components, or any failure of these vendors to protect our competitively sensitive data, or the personal data of our
customers or employees, or to prevent the unauthorized access to, or corruption of, such data, whether in their possession,
through our information systems or cloud-based technology utilized by us, could have a material adverse effect on our business,
financial position, results of operations, and cash flows.

RISKS RELATED TO OUR STOCK AND STOCK PRICE

Changes in our sales, comparable retail sales, margins, operating income, earnings per share, cash flows, and/or

other results of operations could have a material adverse effect on the market price of our common stock.

Numerous factors affect our sales, comparable retail sales, margins, operating income, earnings per share, cash flows,
and other financial results, including the effects of the COVID-19 pandemic, unseasonable weather conditions, merchandise
assortment and product acceptance, the retail price of our merchandise, fashion trends, customer traffic, number of visits to our
e-commerce site, as well as related conversion, economic conditions in general, including inflation and consumer confidence,
and the retail sales environment in particular, calendar shifts of holidays or seasonal periods, birth rate fluctuations, timing or
extent of promotional events by our Company or by competitors and other competitive factors, including competitor
bankruptcies, fluctuations in currency exchange rates, macro-economic conditions, and our success in and the cost of executing
our business strategies.

Unseasonable weather, for example, warm weather in the winter or cold weather in the spring over an extended period of

time, or the occurrence of frequent or severe storms, may adversely affect our sales and, therefore, our comparable retail sales,
operating income and earnings per share. The nature of our target customer heightens the effects of unseasonable weather on
our sales. Our target customer is a value conscious, lower to middle income mother buying for infants and younger children
primarily based on need rather than based on fashion, trend, or impulse. Therefore, for example, our target customer may not
purchase warm weather spring clothing during an extended period of unseasonably cold weather occurring in what otherwise

should be warmer weather months, particularly since infants and younger children tend to outgrow clothing at a faster rate than
older children and adults.

Our sales, comparable retail sales, margins, operating income, earnings per share, cash flows, and other financial results
have fluctuated significantly in the past due to the factors cited above, and we anticipate that they may continue to fluctuate in
the future, particularly in the highly competitive retail environment in which we operate, which may result in declines or delays
in consumer spending. The investment and analyst community follows all of these financial markers closely and fluctuations in
these results, or the failure of our results to meet investors’ or analysts’ models or expectations, may have a significant adverse
effect on the price of our common stock.

The highly concentrated nature of our stock holdings could facilitate the approval by stockholders of proposals which

are contrary to positions supported by our Board of Directors or management.

The top holders of our common stock are predominantly large multi-national financial institutions. As of the end of

Fiscal 2022, the top ten institutional holders own over 50% of our outstanding shares of common stock. These holdings would
permit these institutions to approve proposals submitted to the vote of stockholders, which may be contrary to positions
supported by our Board of Directors or management.

Our share price may be volatile.

Our common stock is quoted on the Nasdaq Global Select Market. Stock markets in general have experienced, and are

likely to continue to experience, price and volume fluctuations, which could have a material adverse effect on the market price
of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly
fluctuations in our financial results, other risk factors identified here, announcements or actions by other competitors, the
overall economy, including as affected by the COVID-19 pandemic, legislative, regulatory and other actions resulting from the
Presidential administration or U.S. Congress, and the geopolitical environment could individually or in aggregation cause the
price of our common stock to fluctuate substantially.

We have experienced, and may experience, large “short” positions in our common stock relative to other publicly traded

companies in our industry. The existence of a relatively large short position may result in substantial volatility in the trading
price of our common stock, including due to an adverse impact on investors’ and analysts’ perceptions of our business and its
prospects or due to “short covering” (relatively large purchases of our common stock). Purchasers of our common stock during
periods of volatility, including as a result of “short covering” when the price of our common stock may rise rapidly, could later
experience a significant decrease in stock price, eventually leading to a significant loss in value.

Declarations of quarterly cash dividends, and the establishment of future record and payment dates, are at the discretion

of our Board of Directors based on a number of factors, including future financial performance, general business and market
conditions, and other investment priorities. If payment of dividends is resumed, any subsequent reduction or discontinuance by
us of the payment of quarterly cash dividends could cause the market price of our common stock to decline.

RISKS RELATED TO LEGAL AND REGULATORY MATTERS

We may be unable to protect our trademarks and other intellectual property rights.

We believe that our trademarks and service marks are important to our success and our competitive position due to their

name recognition with our customers. We devote substantial resources to the establishment and protection of our trademarks
and service marks on a worldwide basis, including in the countries from which we source our merchandise and in which we
have business operations or plan to have business operations, including through foreign franchise partners. We are not aware of
any material claims of infringement or material challenges to our right to use any of our trademarks in the United States or
Canada. Nevertheless, the actions we have taken, including to establish and protect our trademarks and service marks, may not
be adequate to prevent others from imitating our products or to prevent others from seeking to block sales of our products. Also,
others may assert proprietary rights in our intellectual property, or may assert that we are engaging in activities that infringe on
their own intellectual property, and we may not be able to successfully resolve these types of claims, any of which could have a
material adverse effect on our business, financial position, results of operations, and cash flows. In addition, the laws of certain
foreign countries may not protect our proprietary rights to the same extent as do the laws of the United States, and we may not
be successful in obtaining our trademarks in foreign countries where we plan to conduct business. Our failure to protect our
intellectual property rights could diminish the value of our brands, weaken our competitive position, and could have a material
adverse effect on our business, reputation, financial position, results of operations, and cash flows.

Federal tax and other legislation has had and will continue to have a material effect on our business, financial
position, results of operations, and cash flows. In addition, changes in current tax law could adversely impact our business,
financial position, results of operations, and cash flows. Other legislative, regulatory, and other actions which might be

taken by federal or state governments are unpredictable and could have unforeseen consequences having a material adverse
effect on our business.

We are subject to income taxes in the United States and foreign jurisdictions, including Canada and Hong Kong. Our

provision for income taxes and cash tax liability in the future could be adversely affected by numerous factors, including, but
not limited to, income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than
anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities, and
changes in tax laws, regulations, accounting principles or interpretations thereof, which could adversely impact our business,
financial position, results of operations, and cash flows in future periods.

In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service, Canada

Revenue Agency, and other state, local and foreign tax authorities. We regularly assess the likelihood of adverse outcomes
resulting from these examinations to determine the adequacy of our provision for income and other taxes. There can be no
assurance that the outcomes from these continuous examinations will not have a material adverse effect on our business,
financial position, results of operations, and cash flows.

Legislative, regulatory, and other actions, such as minimum wage requirements or overtime regulation and other wage
and hour regulations, continue to be unpredictable and could have unforeseen consequences. Such changes could impact our
relationship with our workforce, increase our expenses and have a material adverse effect on our business, financial position,
results of operations, and cash flows. None of our employees is currently represented by a collective bargaining agreement.
However, from time to time there have been efforts to organize our employees at various locations. There is no assurance that
our employees will not unionize in the future.

Our failure to comply with federal, state or local law, and litigation involving such laws, or changes in such laws,

could materially increase our expenses and expose us to legal risks and liability.

If we fail to comply with applicable laws and regulations, particularly wage and hour, accessibility, privacy and
information security, product safety, and pricing, children’s online privacy protection, advertising, sweepstakes, contests, and
marketing laws, we could be subject to legal and reputational risk, government enforcement action, and class action civil
litigation, which could have a material adverse effect on our business, financial position, results of operations, and cash flows.
Changes in regulation and how regulations are enforced, such as taxes, privacy and information security, product safety, trade,
consumer credit, pricing, advertising, and marketing, healthcare or environmental protection, among others, could cause our
expenses to increase, margins to decrease, or tax deductible expenses to decrease, which could lead to a material adverse effect
on our business, financial position, results of operations, and cash flows.

Legal and regulatory actions are inherent in our business and could have a material adverse effect on our business,

reputation, financial position, results of operations, and cash flows.

We are, and in the future may be, subject to legal and regulatory actions in the ordinary course of our business. Some of

these proceedings have been, and in the future may be, brought on behalf of various alleged classes of complainants. The
plaintiffs may seek large and/or indeterminate amounts, including treble, punitive, or exemplary damages and/or payment of
legal fees in these proceedings. Substantial legal liability could have a material adverse effect on our business, financial
position, results of operations, and cash flows or cause us material reputational harm, which in turn could materially harm our
business prospects.

Our litigation and regulatory enforcement and other matters are subject to many uncertainties, and given their complexity

and scope, their outcome cannot be predicted. Our reserves for litigation and regulatory and enforcement matters may prove to
be inadequate. In light of the unpredictability of our litigation and regulatory and enforcement matters, it is also possible that in
certain cases an ultimately unfavorable resolution of, or decision in, one or more litigation or regulatory and enforcement
matters could have a material adverse effect on our reputation and/or our business, financial position, results of operations, and
cash flows.

Legislative actions and new accounting pronouncements could result in us having to increase our administrative

expenses to remain compliant and could have other material adverse effects.

In order to comply with the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, accounting guidance or disclosure requirements by the SEC, guidance that may come from the Public
Company Accounting Oversight Board (“PCAOB”), or changes in listing standards by the Nasdaq Global Select Market, we
may be required to enhance our internal controls, hire additional personnel, and utilize additional outside legal, accounting, and
advisory services, all of which could cause our general and administrative expenses to increase materially.

Changes to existing tax or other laws, authoritative or regulatory guidance, and regulations may have a material adverse

effect on our financial statements. The Financial Accounting Standards Board is continuing its convergence efforts with its
international counterpart, the International Accounting Standards Board, to converge U.S. and International standards into one

uniform set of accounting rules. The effect of changes in tax and other laws or changes in accounting rules or regulatory
guidance on our financial statements could be significant. Changes to our financial position, results of operations, or cash flows
could impact our debt covenant ratios or a lender’s perception of our financial statements causing an adverse effect on our
ability to obtain credit, or could adversely impact investor analyses and perceptions of our business causing the market value of
our stock to decrease. In addition, any changes in the current accounting rules, including legislative and other proposals, could
increase the expenses we report under U.S. GAAP and have a material adverse effect on our business, financial position, results
of operations, and cash flows.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.

PROPERTIES.

We lease all of our existing store locations in the United States, Puerto Rico, and Canada, with lease terms expiring
through 2032. The average unexpired lease term for our stores is approximately 0.9 years in the United States, Puerto Rico, and
Canada. Generally, we enter into initial lease terms ranging between 1-10 years at inception and provide for contingent rent
based on sales in excess of specific minimums. We anticipate that we will be able to extend those leases which we wish to
extend on satisfactory terms as they expire or relocate to more desirable locations.

The following table sets forth information with respect to certain of our non-store locations as of January 28, 2023:

Location

Use

Approximate
Sq. Footage

Current Lease
Term Expiration

Fort Payne, AL (1)

Ontario, Canada (2)
500 Plaza Drive, Secaucus, NJ (3)
Hong Kong, China (3)
Brownsburg, Indiana (4)
Ontario, Canada (5)
____________________________________________

Store Distribution Center / E-commerce
Fulfillment Center
Store Distribution Center / E-commerce
Fulfillment Center
Corporate Offices
Product Support
E-commerce Fulfillment Center
E-commerce Fulfillment Center

700,000

Owned

95,000
200,000
22,800
315,000
184,000

4/30/2024
5/31/2029
4/30/2024
8/31/2024
9/9/2024

(1)

(2)

(3)

(4)

(5)

Supports our U.S. stores, wholesale, and e-commerce business.

Supports our Canadian stores and our Canadian e-commerce business .

Supports our U.S. stores, our e-commerce business, our Canadian stores, our international franchisees, and wholesale business.

Supports our U.S. e-commerce business via a third-party provider. The Company's third-party provider currently utilizes 315,000 square feet of space in
the 694,000 square foot facility. Occupancy costs are based on transaction volume.

Supports our Canadian e-commerce business via a third-party provider. The Company's third-party provider currently utilizes 184,000 square feet of
space in the 286,000 square foot facility. Occupancy costs are based on transaction volume.

On occasion, we may utilize additional third-party facilities to support seasonal warehousing needs.

ITEM 3.

LEGAL PROCEEDINGS.

The Company is a defendant in Rael v. The Children’s Place, Inc., a purported class action, pending in the U.S. District

Court, Southern District of California. In the initial complaint filed in February 2016, the plaintiff alleged that the Company
falsely advertised discount prices in violation of California’s Unfair Competition Law, False Advertising Law, and Consumer
Legal Remedies Act. The plaintiff filed an amended complaint in April 2016, adding allegations of violations of other state
consumer protection laws. In August 2016, the plaintiff filed a second amended complaint, adding an additional plaintiff and
removing the other state law claims. The plaintiffs’ second amended complaint sought to represent a class of California
purchasers and sought, among other items, injunctive relief, damages, and attorneys’ fees and costs.

11, 2012 through January 28, 2020, the date of preliminary approval by the court of the settlement. The Company submitted its
memorandum in support of final approval of the class settlement on March 2, 2021. On March 29, 2021, the court granted final
approval of the class settlement and denied plaintiff’s motion for attorney’s fees, with the amount of attorney’s fees to be
decided after the class recovery amount has been determined. The settlement provides merchandise vouchers for qualified class
members who submit valid claims, as well as payment of legal fees and expenses and claims administration expenses. Vouchers
were distributed to class members on November 15, 2021 and they will be eligible for redemption in multiple rounds through
November 2023. In connection with the settlement, the Company recorded a reserve for $5.0 million in its consolidated
financial statements in the first quarter of 2017.

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

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “PLCE”. On March 21,

2023, the number of holders of record of our common stock was 39 and the number of beneficial holders of our common stock
was approximately 22,000.

In March 2018, our Board of Directors authorized a $250.0 million share repurchase program (the “2018 Share
Repurchase Program”). In November 2021, our Board of Directors approved another $250.0 million share repurchase program
(the “2021 Share Repurchase Program”), which added to the then remaining availability under the 2018 Share Repurchase
Program. Under these programs, we may repurchase shares on the open market at current market prices at the time of purchase
or in privately negotiated transactions. The timing and actual number of shares repurchased under a program will depend on a
variety of factors, including price, corporate and regulatory requirements, and other market and business conditions. We may
suspend or discontinue the programs at any time and may thereafter reinstitute purchases, all without prior announcement. As of
January 28, 2023, the 2018 Share Repurchase Program was exhausted, and there was $164.4 million remaining under the 2021
Share Repurchase Program. From March 2020 through July 2021, we suspended share repurchases, other than to satisfy
withholding tax requirements of equity award recipients, due to the COVID-19 pandemic.

Pursuant to our practice, including due to restrictions imposed by our insider trading policy during black-out periods, we

withhold and repurchase shares of vesting stock awards and make payments to taxing authorities as required by law to satisfy
the withholding tax requirements of all equity award recipients. Our payment of the withholding taxes in exchange for the
surrendered shares constitutes a repurchase of our common stock. We also acquire shares of our common stock in conjunction
with liabilities owed under our deferred compensation plan, which are held in treasury.

The following table summarizes our share repurchases:

Share repurchases related to:

Share repurchase program

Shares acquired and held in treasury

Fiscal Years Ended

January 28, 2023

January 29, 2022

Amount

(in thousands)

1,953 $ 92,945

1,025 $ 85,648

6 $

293

4 $

278

The following table provides a month-to-month summary of our share repurchase activity during the 13 weeks ended

January 28, 2023:

Period

10/30/22-11/29/22 (1)
11/30/22-12/31/22
1/1/23-1/28/23(2)
Total

Total Number of
Shares Purchased

Average Price Paid
per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs

Approximate Dollar
Value (in thousands)
of Shares that May
Yet Be Purchased
Under the Plans or
Programs

373,055 $

—

411

373,466 $

37.76

—

35.64

37.76

371,130 $

—

411

371,541 $

164,367

164,352

____________________________________________

(1)

Includes 1,925 shares acquired as treasury stock as directed by participants in the Company’s deferred compensation plan and 30 shares withheld to cover
taxes in conjunction with the vesting of stock awards.

(2) Includes 411 shares withheld to cover taxes in conjunction with the vesting of stock awards.

Equity Plan Compensation Information

On May 20, 2011, our shareholders approved the 2011 Equity Incentive Plan (the “2011 Equity Plan”). The following

table provides information as of January 28, 2023, about the shares of our Common Stock that may be issued under our equity
compensation plans.

Plan Category
Equity Compensation Plans
Approved by Security Holders
Equity Compensation Plans Not
Approved by Security Holders
Total

Performance Graph

COLUMN (A)

COLUMN (B)

COLUMN (C)

Securities to be issued
upon exercise of
outstanding options

Weighted average
exercise price of
outstanding options

Securities remaining
available for future
issuances under
equity compensation
plans (excluding
securities reflected in
Column (A))

N/A

N/A
N/A

N/A

N/A
N/A

599,906

N/A
599,906

The following graph compares the cumulative stockholder return on our Common Stock with the return of companies

comprising the NASDAQ US Benchmark TR Index and the NASDAQ US Benchmark Retail TR Index. The graph and the
table below assume that $100 was invested on February 2, 2018 in each of our Common Stock, the NASDAQ US Benchmark
TR Index and the NASDAQ US Benchmark Retail TR Index.

Period EndingIndex ValueThe Children's Place---"PLCE"NASDAQ US Benchmark TR IndexNASDAQ US Benchmark Retail TR Index2/2/20181/31/20191/31/20201/30/20211/28/20291/28/2023050100150200250300The Children's Place---"PLCE"
NASDAQ US Benchmark TR Index
NASDAQ US Benchmark Retail TR Index

FY18

FY19

FY20

FY21

FY22

67.56 $
99.61
107.09

42.87 $
120.26
124.54

52.79 $
145.32
172.31

50.61 $
169.07
180.23

31.32
157.30
153.59

The table below sets forth the closing price of our Common Stock and the closing indices for the NASDAQ US
Benchmark TR Index and the NASDAQ US Benchmark Retail TR Index on the last day of each of our last five fiscal years.

FY18

FY19

FY20

FY21

FY22

The Children's Place---"PLCE"
NASDAQ US Benchmark TR Index
NASDAQ US Benchmark Retail TR Index

ITEM 6.

[RESERVED]

$
2,335.10
3,240.82

92.13 $

59.67 $

73.47 $

70.44 $

2,819.09
3,768.85

3,406.63
5,214.30

3,963.21
5,453.85

43.60
3,687.47
4,647.98

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS.

The following discussion should be read in conjunction with our audited financial statements and notes thereto included

in Part IV, Item 15.Exhibits and Financial Statement Schedules. This Annual Report on Form 10-K contains or may contain
forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, including but not limited to statements relating to the Company’s strategic initiatives and results of operations, including
adjusted net income (loss) per diluted share. Forward-looking statements typically are identified by use of terms such as
“may,” “will,” “should,” “plan,” “project,” “expect,” “anticipate,” “estimate,” and similar words, although some forward-
looking statements are expressed differently. These forward-looking statements are based upon the Company’s current
expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and
performance to differ materially. Some of these risks and uncertainties are described in the Company’s filings with the
Securities and Exchange Commission, including in Part I, Item 1A. Risk Factors of this Annual Report on Form 10-K for the
fiscal year ended January 28, 2023. Included among the risks and uncertainties that could cause actual results and
performance to differ materially are the risk that the Company will be unsuccessful in gauging fashion trends and changing
consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on
consumer spending patterns, which may be affected by changes in economic conditions (including inflation), the risks related to
the COVID-19 pandemic, including the impact of the COVID-19 pandemic on our business or the economy in general, the risk
that the Company’s strategic initiatives to increase sales and margin are delayed or do not result in anticipated improvements,
the risk of delays, interruptions, disruptions and higher costs in the Company’s global supply chain, including resulting from
COVID-19 or other disease outbreaks, foreign sources of supply in less developed countries, more politically unstable
countries, or countries where vendors fail to comply with industry standards or ethical business practices, including the use of
forced, indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond current
expectations or that the Company is unable to offset cost increases in inputs through value engineering or price increases,
various types of litigation, including class action litigations brought under consumer protection, employment, and privacy and
information security laws and regulations, the imposition of regulations affecting the importation of foreign-produced
merchandise, including duties and tariffs, and the uncertainty of weather patterns. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no
obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of unanticipated events.

As used in this Annual Report on Form 10-K, references to the “Company”, “The Children’s Place”, “we”, “us”,

“our”, and similar terms refer to The Children’s Place, Inc. and its subsidiaries. Our fiscal year ends on the Saturday on or
nearest to January 31. Other terms that are commonly used in our Management’s Discussion and Analysis of Financial
Condition and Results of Operations are defined as follows:

•

Fiscal 2022 — The fifty-two weeks ended January 28, 2023

Fiscal 2021 — The fifty-two weeks ended January 29, 2022

Fiscal 2020 — The fifty-two weeks ended January 30, 2021

Fiscal 2023 — Our next fiscal year representing the fifty-three weeks ending February 3, 2024

SEC — U.S. Securities and Exchange Commission

U.S. GAAP — Generally Accepted Accounting Principles in the United States

FASB — Financial Accounting Standards Board

AUR — Average unit retail price

•

Gross Margin — Gross profit expressed as a percentage of net sales

SG&A — Selling, general, and administrative expenses

OVERVIEW

Our Business

We are the largest pure-play children’s specialty apparel retailer in North America. We design, contract to manufacture,

sell at retail and wholesale, and license to sell, trend right, high quality merchandise predominantly at value prices, primarily
under our proprietary “The Children’s Place”, “Place”, “Baby Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place” brand
names. As of January 28, 2023, we had 613 stores across North America, our e-commerce business at www.childrensplace.com,
www.gymboree.com, www.sugarandjade.com, and www.pjplace.com, and had 220 international points of distribution with our
five franchise partners in 15 countries.

Segment Reporting

In accordance with FASB ASC 280—Segment Reporting, we report segment data based on geography: The Children’s

Place U.S. and The Children’s Place International. Each segment includes an e-commerce business located at
www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com. Included in The Children’s
Place U.S. segment are our U.S. and Puerto Rico-based stores and revenue from our U.S.-based wholesale business. Included in
The Children’s Place International segment are our Canadian-based stores, revenue from our Canadian-based wholesale
business, as well as revenue from international franchisees. We measure our segment profitability based on operating income,
defined as income before interest and taxes. Net sales and direct costs are recorded by each segment. Certain inventory
procurement functions such as production and design, as well as corporate overhead, including executive management, finance,
real estate, human resources, legal, and information technology services, are managed by The Children’s Place U.S. segment.
Expenses related to these functions, including depreciation and amortization, are allocated to The Children’s Place International
segment based primarily on net sales. The assets related to these functions are not allocated. We periodically review these
allocations and adjust them based upon changes in business circumstances. Net sales to external customers are derived from
merchandise sales, and we have no customers that individually account for more than 10% of our net sales.

COVID-19 Pandemic

As a result of the impact of the COVID-19 pandemic, we continue to experience disruptions in our business and we have

experienced, and will likely continue to experience, disruptions in our global supply chain, which have caused delays in the
production and transportation of our products, which we are mitigating through shifting production schedules.

Recent Developments

Recent macroeconomic conditions have increased the cost of goods and services necessary to produce, import, and
distribute our products, including cotton and other materials used in production, as well as labor, transportation, fuel and
energy. The same inflationary pressures have adversely affected our core customer, resulting in a decrease in discretionary
apparel purchases during Fiscal 2022. We expect these increased product input costs, transportation costs and inflationary
pressures to continue to impact Fiscal 2023.

Operating Highlights

Net sales decreased $206.9 million, or 10.8%, to $1.708 billion during Fiscal 2022 from $1.915 billion during Fiscal
2021. The decrease in net sales was primarily due to lapping the COVID-19 stimulus relief program and enhanced child tax
credits last year, the impact of a slowdown in consumer demand resulting from the unprecedented inflation impacting our
customer, an increase in promotional activity across the sector and the impact of permanent store closures. During Fiscal 2022,
we closed 59 stores and did not open any new stores.

Gross profit decreased $280.5 million, or 35.3%, to $514.2 million during Fiscal 2022 from $794.7 million during Fiscal
2021. Gross margin decreased 1,140 basis points to 30.1% during Fiscal 2022 from 41.5% during Fiscal 2021. The decrease in
gross margin resulted primarily from higher cotton and inbound supply chain costs, lower merchandise margins due to a highly
promotional environment, higher distribution expenses, increased shipping costs due to rate increases and higher levels of split
customer shipments, and the deleverage of fixed expenses resulting from the decline in net sales.

Operating income (loss) decreased $277.1 million to a loss of $1.5 million during Fiscal 2022 from income of $275.6

million during Fiscal 2021. Operating margin deleveraged 1,450 basis points to (0.1)% of net sales.

Net income (loss) decreased $188.3 million to a loss of $1.1 million, or $(0.09) per diluted share, during Fiscal 2022,

compared to income of $187.2 million, or $12.59 per share, during Fiscal 2021.

While we continue to face a challenging macroeconomic environment, including increases in the cost of goods and

services necessary to produce, import, and distribute our products, including cotton and other inputs, as well as labor,
transportation, fuel and energy and continuing uncertainty regarding the future impact of the COVID-19 pandemic, we continue
to focus on our key strategic growth initiatives – superior product, digital transformation, alternative channels of distribution,
and fleet optimization.

Digital remains our top priority and we continue to expand our digital capabilities. We have migrated to a new
responsive site and mobile application, and we have expanded our partnerships with our outside providers to help us monitor
and reallocate our marketing budgets in a more efficient and timely manner to drive acquisition, retention and reactivation.
Starting in the second half of Fiscal 2022, the results from our new marketing strategies have been very encouraging and we are
positioning marketing as a key growth lever in Fiscal 2023 and beyond. As our digital business continues to expand, we
continue to strengthen our partnership with our third party logistics providers in an effort to provide our customer with a best-
in-class digital experience.

We continue to evaluate our store fleet through our fleet optimization initiative. We have closed 586 stores since the
announcement of our fleet optimization initiative in 2013, including 59 during Fiscal 2022. With over 75% of our store fleet
coming up for lease action in the next 24 months, we continue to maintain meaningful financial flexibility in our lease portfolio.

We have subsidiaries whose operating results are based in foreign currencies and are thus subject to the fluctuations of

the corresponding translation rates into U.S. dollars. The table below summarizes the average translation rates that most
significantly impact our operating results:

Average Translation Rates (1)
Canadian dollar

Hong Kong dollar

Chinese renminbi

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

0.7469

0.1277

0.1432

0.7986

0.1286

0.1548

0.7481

0.1290

0.1459

____________________________________________
(1)

The average translation rates are the average of the monthly translation rates used during each fiscal year to translate the respective income statements.
Each rate represents the U.S. dollar equivalent of the respective foreign currency.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions

that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and the amounts of revenues and expenses reported during the period. We continuously review the appropriateness
of the estimates used in preparing our financial statements; however, estimates routinely require adjustment based on changing
circumstances and the receipt of new or better information. Consequently, actual results could differ materially from our
estimates. “Note 1. Basis of Presentation and Summary of Significant Accounting Policies,” of the Notes to Consolidated
Financial Statements in Part II, Item 8 of this Form 10-K describes the significant accounting policies and methods used in the
preparation of the Company’s consolidated financial statements.

The accounting estimates discussed below include those that we believe are the most critical to aid in fully understanding
and evaluating our financial results. Senior management has discussed the development and selection of our critical accounting
estimates with the Audit Committee of our Board of Directors, which has reviewed our related disclosures herein.

Impairment of Long-Lived Assets

We periodically review our long-lived assets for impairment when events indicate that their carrying value may not be
recoverable. Such events include a historical or projected trend of cash flow losses or a future expectation that we will sell or

dispose of an asset significantly before the end of its previously estimated useful life. In reviewing for impairment, we group
our long-lived assets at the lowest possible level for which identifiable cash flows are largely independent of the cash flows of
other assets and liabilities.

We review all stores that have reached comparable sales status for impairment on at least an annual basis, or sooner if

circumstances so dictate. We believe waiting this period of time allows a store to reach a maturity level where a more
comprehensive analysis of financial performance can be performed. For each store that shows indications of impairment, we
perform a recoverability test comparing estimated undiscounted future cash flows to the carrying value of the related long-lived
assets. If the undiscounted future cash flows are less than the related net book value of the long-lived assets, they are written
down to their fair market value. We primarily use discounted future cash flows directly associated with those assets, which
consist principally of property and equipment and right-of-use (“ROU”) lease assets, to determine their fair market values.
Estimating the fair market value of long-lived assets using the discounted cash flow model requires management to estimate
future revenues, expenses, discount rates, long-term growth rates, and other factors in order to project future cash flows. The
assumptions used to assess impairment consider external and internal factors. External factors comprise the local environment
in which the store resides, including mall traffic, competition, and their effect on sales trends, as well as macroeconomic
factors, such as the global pandemic. Internal factors include our ability to gauge the fashion taste of our customers, control
over variable costs such as cost of sales and payroll, and in certain cases, our ability to renegotiate lease costs. In addition, the
Company utilizes market-corroborated inputs, including sales per square foot and cost of occupancy rates, in its calculation of
the fair value of its ROU assets and any necessary discounting required for rent rates based on macroeconomic conditions or
local mall conditions. If external factors should change unfavorably, if actual sales should differ from our projections, or if our
ability to control costs is insufficient to sustain the necessary cash flows, changes in these estimates can have a significant
impact on the assessment of fair market value, which could result in material impairment charges.

Impairment of Indefinite-Lived Intangible Assets

Intangible assets with indefinite lives consist primarily of trademarks and acquired tradenames, which are tested for
impairment annually at the end of December or whenever circumstances indicate that a decline in value may have occurred. We
estimate the fair value of these intangible assets based on an income approach using the relief-from-royalty method. Estimating
the fair value of indefinite-lived intangible assets using the relief-from-royalty method requires management to estimate future
revenues, royalty rates, discount rates, long-term growth rates, and other factors in order to project future cash flows. If
macroeconomic conditions deteriorate, if interest rates increase, or if actual sales should differ from our projections, changes in
these estimates can have a significant impact on the assessment of fair value, which could result in material impairment charges.

We performed our annual impairment assessment of the Gymboree tradename as of December 31, 2022 and determined

there was no impairment to the tradename. Based on the impairment assessment, the fair value of the Gymboree tradename
exceeded the carrying value by approximately $10.0 million. The discount rate used in our annual impairment testing was
12.0%, which was developed with the assistance of an independent third-party valuation specialist.

Unfavorable changes in certain of our key assumptions may affect future testing results. For example, keeping all other

assumptions constant, a 100-basis point increase in the discount rate would cause the estimated fair value of the Gymboree
tradename to decrease by approximately $8.0 million. In addition, keeping all other assumptions constant, a 10% reduction in
revenue growth rates across the discrete forecast period would cause the estimated fair value of our Gymboree tradename to
decrease by approximately $8.0 million.

In each of the examples above, the estimated fair value of the Gymboree tradename would approximate its carrying

value.

Income Taxes

We utilize the liability method of accounting for income taxes as set forth in FASB ASC 740—Income Taxes. Under the
liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis
of assets and liabilities, as well as for net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are
measured using currently enacted tax rates applied to taxable income in effect for the years in which the basis differences and
tax assets are expected to be realized. Although we believe our assumptions, judgments and estimates are reasonable, changes
in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts reflected
for income taxes in our consolidated financial statements.

A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

In determining the need for valuation allowances, we consider projected future taxable income, the availability of tax planning
strategies, taxable income in prior carryback years, and future reversals of existing taxable temporary differences. The
assumptions utilized in determining future taxable income require significant judgment. Actual operating results in future years
could differ from our current assumptions, judgments and estimates. If, in the future, we determine that we would not be able to

realize our recorded deferred tax assets, an increase in the valuation allowance would decrease earnings in the period in which
such determination is made.

We assess our income tax positions and record tax benefits for all years subject to examination based upon our
evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more
likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50%
likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.
For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been
recognized in the consolidated financial statements. Due to uncertainties in any income tax audit, our assumptions regarding the
ultimate settlement of unrecognized tax positions may change and the actual tax benefits may differ significantly from current
estimates.

Stock-Based Compensation

We account for stock-based compensation according to the provisions of FASB ASC 718— Compensation-Stock

Compensation. We grant time-vesting and performance-based stock awards to employees at various management levels. We
also grant time-vesting stock awards to our non-employee directors. Time-vesting awards are granted in the form of restricted
stock units that require each recipient to complete a service period (“Deferred Awards”). Deferred Awards granted to
employees generally vest ratably over three years. Deferred Awards granted to non-employee directors generally vest after one
year. Performance-based stock awards are granted in the form of restricted stock units, which have performance criteria that
must be achieved for the awards to be earned, in addition to a service period requirement (“Performance Awards”), and each
Performance Award has a defined number of shares that an employee can earn (the “Target Shares”). With the approval of the
Human Capital & Compensation Committee, we may settle vested Deferred Awards and Performance Awards in shares, in a
cash amount equal to the market value of such shares at the time all requirements for delivery of the award have been met, or in
part shares and cash. For Performance Awards granted in Fiscal 2022, employees may earn from 0% to 200% of their Target
Shares, for Performance Awards granted in Fiscal 2021, employees earn from 0% to 300% of their Target Shares, and for
Performance Awards granted in Fiscal 2020, employees may earn from 0% to 250% of their Target Shares, based on the terms
of the award and our achievement of certain performance goals established at the beginning of the applicable service period.
Performance Awards cliff vest, if earned, after completion of the applicable service period, which is generally three years. The
expense recognized for Performance Awards throughout the service period and the number of shares that are projected to
ultimately vest, are based on the estimated degree to which the related performance metrics are expected to be achieved. Actual
performance may differ from such projections, which would impact the number of shares that vest and the total amount of
expense recognized for the related Performance Awards, which could have a material impact on our consolidated financial
statements.

Inventory Valuation

We value inventory at the lower of cost or net realizable value, with cost determined using an average cost method. The

estimated market value of inventory is determined based on an analysis of historical sales trends of our individual product
categories, the impact of market trends and economic conditions, and a forecast of future demand, as well as plans to sell
through inventory. Estimates may differ from actual results due to the quantity, quality, and mix of products in inventory,
consumer and retailer preferences, and market conditions such as those resulting from disease pandemics and other catastrophic
events. Reserves for inventory shrinkage, representing the risk of physical loss of inventory, are estimated based on historical
experience and are adjusted based upon physical inventory counts. Our historical estimates for inventory obsolescence and
shrinkage have not differed materially from actual results.

Recently Issued Accounting Standards

Refer to “Item 8. Financial Statements and Supplementary Data – Note 1. Basis of Presentation and Summary of

Significant Accounting Policies” for discussion regarding the impact of recently issued accounting standards on our
consolidated financial statements.

RESULTS OF OPERATIONS

We believe that our e-commerce and brick-and-mortar retail store operations are highly interdependent, with both
sharing common customers purchasing from a common pool of product inventory. Accordingly, we believe that consolidated
omni-channel reporting presents the most meaningful and appropriate measure of our performance, including net sales.

The following table sets forth, for the periods indicated, selected data from Statements of Operations expressed as a

percentage of net sales. We primarily evaluate the results of our operations as a percentage of net sales rather than in terms of
absolute dollar increases or decreases by analyzing the year over year change in our business expressed as a percentage of net
sales (i.e., “basis points”). For example, SG&A increased approximately 300 basis points to 27.0% of net sales during Fiscal
2022 from 24.0% during Fiscal 2021. Accordingly, to the extent that our sales have increased at a faster rate than our costs (i.e.,
“leveraging”), the more efficiently we have utilized the investments we have made in our business. Conversely, if our sales
decrease or if our costs grow at a faster pace than our sales (i.e., “deleveraging”), we have less efficiently utilized the
investments we have made in our business.

Net sales
Cost of sales (exclusive of depreciation and amortization)
Gross profit
Selling, general, and administrative expenses
Depreciation and amortization
Asset impairment charges
Operating income (loss)
Income (loss) before provision (benefit) for income taxes
Provision (benefit) for income taxes
Net income (loss)
Number of Company stores, end of period

Fiscal Years Ended

January 28,
2023
100.0 %
69.9
30.1
27.0
3.0
0.2
(0.1)

(0.9)
(0.8)
(0.1) %
613

January 29,
2022
100.0 %
58.5
41.5
24.0
3.0
0.1
14.4

13.4
3.6
9.8 %
672

January 30,
2021
100.0 %
78.1
21.9
28.1
4.4
2.5
(13.1)

(13.9)
(4.7)
(9.2) %
749

The following table sets forth net sales by segment, for the periods indicated:

January 28,
2023

Fiscal Years Ended

January 29,
2022

(in thousands)

January 30,
2021

Net sales:

The Children’s Place U.S.
The Children’s Place International

Total net sales

Fiscal 2022 Compared to Fiscal 2021

$ 1,533,934 $ 1,723,887 $ 1,372,079
150,519
$ 1,708,482 $ 1,915,364 $ 1,522,598

191,477

174,548

Net sales decreased $206.9 million, or 10.8%, to $1.708 billion during Fiscal 2022 from $1.915 billion during Fiscal
2021. The decrease was primarily due to lapping the COVID-19 stimulus relief program and enhanced child tax credits last
year, the impact of a slowdown in consumer demand resulting from the unprecedented inflation impacting our customer, an
increase in promotional activity across the sector and the impact of permanent store closures.

The Children’s Place U.S. net sales decreased $190.0 million, or 11.0%, to $1.534 billion during Fiscal 2022, compared

to $1.724 billion during Fiscal 2021. The decrease was primarily due to lapping the COVID-19 stimulus relief program and
enhanced child tax credits last year, the impact of a slowdown in consumer demand resulting from the unprecedented inflation
impacting our customer, an increase in promotional activity across the sector and the impact of permanent store closures, offset
by an increase in wholesale revenue related to our business relationship with Amazon.

The Children’s Place International net sales decreased $17.0 million, or 8.9%, to $174.5 million during Fiscal 2022,
compared to $191.5 million during Fiscal 2021. The decrease was primarily driven by the impact of unprecedented inflation on
our customer and permanent store closures.

Total e-commerce sales, which include postage and handling, were 47.7% of net retail sales and 44.0% of net sales

during Fiscal 2022, compared to 46.6% and 44.8%, respectively, during Fiscal 2021.

Gross profit decreased $280.5 million, or 35.3%, to $514.2 million during Fiscal 2022 from $794.7 million during Fiscal

2021. Gross margin decreased 1,140 basis points to 30.1% during Fiscal 2022 from 41.5% during Fiscal 2021. Fiscal 2022
results included a one-time reversal of expense due to fleet optimization of $0.6 million. Fiscal 2021 included incremental
expenses, including personal protective equipment and incentive pay for our associates of $1.4 million. Excluding the impact of

these charges, gross margin deleveraged 1,150 basis points to 30.1% of net sales, primarily due to higher cotton and inbound
supply chain costs, lower merchandise margins due to a highly promotional environment, higher distribution expenses,
increased shipping costs due to rate increases and higher levels of split customer shipments, and the deleverage of fixed
expenses resulting from the decline in net sales.

Gross profit as a percentage of net sales is dependent upon a variety of factors, including changes in the relative sales

mix among distribution channels, changes in the mix of products sold, the timing and level of promotional activities, changes in
foreign currency exchange rates, and fluctuations in material costs. These factors, among others, may cause gross profit as a
percentage of net sales to fluctuate from period to period.

Selling, general, and administrative expenses increased $1.8 million, or 0.4%, to $461.0 million during Fiscal 2022 from
$459.2 million during Fiscal 2021. As a percentage of net sales, SG&A increased 300 basis points to 27.0% during Fiscal 2022
from 24.0% during Fiscal 2021. Fiscal 2022 results included incremental expenses, including restructuring costs of $1.9
million, fleet optimization costs of $1.8 million, professional and consulting fees of $0.7 million, a provision for foreign
settlement of $0.4 million, and a provision for legal settlement of $0.4 million. Fiscal 2021 results included incremental
expenses, including personal protective equipment and incentive pay for our associates of $1.6 million, restructuring costs,
primarily related to severance costs for corporate and store associates, of $2.3 million, fleet optimization costs of $2.4 million,
and contract termination costs of $0.8 million. Excluding the impact of these charges, SG&A expenses deleveraged 310 basis
points to 26.7% of net sales, primarily as a result of the deleverage of fixed expenses resulting from the decline in net sales as
well as inflationary pressures and higher planned marketing spend, partially offset by lower incentive compensation.

Asset impairment charges were $3.3 million during Fiscal 2022, inclusive of ROU assets, compared to $1.5 million

during Fiscal 2021. These charges were related to underperforming stores identified in our ongoing store portfolio evaluation
primarily as a result of decreased net sales and cash flow projections.

Depreciation and amortization was $51.5 million during Fiscal 2022, compared to $58.4 million during Fiscal 2021.

This decrease was primarily driven by reduced depreciation of capitalized software, the permanent closure of 59 stores during
Fiscal 2022, and a decrease in net book value as a result of the impairment charges recorded in Fiscal 2022.

Operating income (loss) decreased $277.1 million to a loss of $1.5 million during Fiscal 2022 from income of $275.6

million during Fiscal 2021. Operating margin deleveraged 1,450 basis points to (0.1%) of net sales in Fiscal 2022. Fiscal 2022
and Fiscal 2021 results included incremental operating expenses of $8.6 million and $12.9 million, respectively, as described
above, and included all asset impairment charges recorded. Excluding the impact of these incremental charges, operating
margin deleveraged 1,470 basis points to 0.4% of net sales.

Interest expense, net was $13.2 million during Fiscal 2022, compared to $18.6 million during Fiscal 2021. The decrease
in interest expense was driven by the combination of the elimination of fees and lower average interest rates associated with the
refinancing of the revolving credit facility and term loan in the prior year, partially offset by increases in the floating interest
rate on the Company’s revolving credit facility in Fiscal 2022 and higher average borrowings.

Provision (benefit) for income taxes was a benefit of $13.6 million during Fiscal 2022, compared to an expense of $69.9

million during Fiscal 2021. Our effective tax rate was a benefit of 92.3% and an expense of 27.2% during Fiscal 2022 and
Fiscal 2021, respectively. The change in the effective tax rate for Fiscal 2022 compared to Fiscal 2021 resulted from a favorable
mix of earnings compared to prior year and the release of a reserve for unrecognized tax benefits as a result of a settlement with
a taxing authority in the first quarter of Fiscal 2022.

Net income (loss) decreased to a loss of $1.1 million, or $(0.09) per diluted share, during Fiscal 2022, compared to

income of $187.2 million, or $12.59 per share, during Fiscal 2021, due to the factors discussed above.

Fiscal 2021 Compared to Fiscal 2020

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the

Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 for the Fiscal 2021 to Fiscal 2020
comparative discussion.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our working capital needs typically follow a seasonal pattern, peaking during the third fiscal quarter based on seasonal

inventory purchases. Our primary uses of cash are for working capital requirements, which are principally inventory purchases,
the financing of capital projects, including investments in new systems, and for the capital return program.

On November 16, 2021, we completed the refinancing of the previous $360.0 million asset-based revolving credit
facility (the “Previous ABL Credit Facility”) and our previous $80.0 million term loan (the “Previous Term Loan”) with a new
lending group led by an affiliate of Wells Fargo by entering into the Fourth Amendment to our Credit Agreement with the
lenders party thereto. The new debt consists of a $350.0 million asset-based revolving credit facility (the “ABL Credit Facility”)
and a $50.0 million term loan (the “Term Loan”). See “ABL Credit Facility and Term Loan” below for further information.

Our working capital deficit increased $76.1 million to $86.4 million at January 28, 2023, compared to $10.3 million at

January 29, 2022, primarily reflecting higher outstanding borrowings under our ABL Credit Facility and a decrease in our cash
balance, partially offset by higher receivables and lower payables balances, and a higher inventory balance, reflecting higher
average unit costs, higher inbound transportation costs, and amounts on hand to support growth initiatives. During Fiscal 2022,
we repurchased approximately 2.0 million shares for $92.9 million. During Fiscal 2021, we repurchased approximately 1.0
million shares for $85.6 million.

At January 28, 2023, we had $287.0 million of outstanding borrowings under our $350.0 million asset-based revolving

credit facility. As of January 28, 2023, we had total liquidity of $37.3 million, including $20.6 million of availability under our
ABL Credit Facility (after factoring in our excess availability requirement), and $16.7 million of cash on hand. In addition, at
January 28, 2023, we had $7.4 million of outstanding letters of credit with an additional $42.6 million available for issuing
letters of credit under our ABL Credit Facility.

We expect to be able to meet our working capital and capital expenditure requirements for the foreseeable future by

using our cash on hand, cash flows from operations, and availability under our ABL Credit Facility.

ABL Credit Facility and Term Loan

We and certain of our subsidiaries maintain a $350.0 million ABL Credit Facility and a $50.0 million Term Loan with

Wells Fargo Bank, National Association (“Wells Fargo”), Truist Bank, Bank of America, N.A., HSBC Business Credit (USA)
Inc., and JPMorgan Chase Bank, N.A., as lenders (collectively, the “Lenders”) and Wells Fargo, as Administrative Agent,
Collateral Agent, Swing Line Lender and Term Agent. Both the ABL Credit Facility and the Term Loan mature in November
2026, and both of these debt facilities have lower interest rates, reduced reporting requirements, and increased flexibility under
the covenants compared to the Previous ABL Credit Facility and Previous Term Loan.

The ABL Credit Facility includes a $25.0 million Canadian sublimit and a $50.0 million sublimit for standby and

documentary letters of credit.

Borrowings outstanding under the ABL Credit Facility bear interest, at our option, at:

(i)

the prime rate plus a margin of 0.375% or 0.625% based on the amount of our average excess availability under
the facility; or

(ii) the London InterBank Offered Rate, or “LIBOR”, for an interest period of one, three, or six months, as selected by
us, plus a margin of 1.125% or 1.375% based on the amount of our average excess availability under the facility.

For Fiscal 2022, Fiscal 2021, and Fiscal 2020, we recognized $10.2 million, $7.0 million, and $8.2 million, respectively,

in interest expense related to the ABL Credit Facility and Previous ABL Credit Facility.

We are charged an unused line fee of 0.20% on the unused portion of the commitments. Letter of credit fees range from

0.563% to 0.683% for commercial letters of credit and range from 0.625% to 0.875% for standby letters of credit. Letter of
credit fees are determined based on the amount of our average excess availability under the facility. The amount available for
loans and letters of credit under the ABL Credit Facility is determined by a borrowing base consisting of certain credit card
receivables, certain trade receivables, certain inventory, and the fair market value of certain real estate, subject to certain
reserves.

The outstanding obligations under the ABL Credit Facility may be accelerated upon the occurrence of certain events,
including, among others, non-payment, breach of covenants, the institution of insolvency proceedings, defaults under other
material indebtedness, and a change of control, subject, in the case of certain defaults, to the expiration of applicable grace
periods. We are not subject to any early termination fees.

The ABL Credit Facility contains covenants, which include conditions on stock buybacks and the payment of cash
dividends or similar payments, and a fixed-charge coverage ratio covenant, which only becomes effective in the event that
borrowings exceed $315.0 million. These covenants also limit our ability to incur certain liens, to incur certain indebtedness, to
make certain investments, acquisitions, or dispositions, or to change the nature of our business.

Credit extended under the ABL Credit Facility is secured by a first priority security interest in substantially all of our

U.S. and Canadian assets other than intellectual property, certain furniture, fixtures, equipment, and pledges of subsidiary
capital stock, and a second priority security interest in our intellectual property, certain furniture, fixtures, equipment, and
pledges of subsidiary capital stock.

The table below presents the components of our ABL Credit Facility and Previous ABL Credit Facility:

Credit facility maximum
Borrowing base (1)

Outstanding borrowings
Letters of credit outstanding—standby
Utilization of credit facility at end of period

Availability (2) (3)

Interest rate at end of period

Average end of day loan balance during the period
Highest end of day loan balance during the period
Average interest rate

____________________________________________

January 28,
2023

January 29,
2022

(in millions)

350.0
350.0

287.0
7.4
294.4

350.0
279.7

175.3
7.4
182.7

55.6

97.0

5.9 %

1.6 %

Fiscal Years Ended

January 28,
2023

January 29,
2022

$
$

274.9
297.7
3.7 %

187.0
269.7
3.6 %

(1)

(2)

(3)

Lower of the credit facility maximum or the total borrowing base collateral.

The sub-limit availability for the letters of credit was $42.6 million at January 28, 2023 and January 29, 2022.

The ABL Credit Facility contains an excess availability requirement which would effectively reduce this amount to $20.6 million.

The Term Loan bears interest, payable monthly, at (a) the LIBOR Rate plus 2.50% for any portion that is a LIBOR loan,

or (b) the base rate plus 1.75% for any portion that is a base rate loan. The Term Loan is pre-payable at any time without
penalty, and does not require amortization. For Fiscal 2022, Fiscal 2021, and Fiscal 2020, we recognized $2.3 million, $5.9
million and $2.6 million, respectively, in interest expense related to the Term Loan and the Previous Term Loan.

The Term Loan is secured by a first priority security interest in our intellectual property, certain furniture, fixtures,

equipment, and pledges of subsidiary capital stock, and a second priority security interest in the collateral securing the ABL
Credit Facility on a first-priority basis. The Term Loan is guaranteed by each of our subsidiaries that guarantees the ABL Credit
Facility and contains substantially the same covenants as provided in the ABL Credit Facility.

Both the ABL Credit Facility and the Term Loan contain customary events of default, which include (subject in certain

cases to customary grace and cure periods), nonpayment of principal or interest, breach of covenants, failure to pay certain
other indebtedness, and certain events of bankruptcy, insolvency or reorganization. As of January 28, 2023 and January 29,
2022, unamortized deferred financing costs amounted to $2.3 million and $2.9 million, respectively, of which $2.0 million and
$2.6 million, respectively, related to our asset-based revolving credit facility.

Cash Flows and Capital Expenditures

Cash used in operating activities was $8.2 million during Fiscal 2022, compared to $133.3 million of cash generated

from operating activities during Fiscal 2021. Cash used in operating activities during Fiscal 2022 was primarily the result of a
higher inventory balance, reflecting higher average unit costs, higher inbound transportation costs, and amounts on hand to
support growth initiatives, as well as other planned changes in working capital, partially offset by the receipt of a net income tax

refund of $15.0 million. Cash generated from operating activities during Fiscal 2021 was primarily the result of earnings
generated during the period, partially offset by planned changes in working capital, which brought our vendor payables in line
with historical payment terms.

Cash used in investing activities was $45.9 million during Fiscal 2022, compared to $29.3 million during Fiscal 2021.

The increase was driven by capital expenditures primarily related to digital and supply chain fulfillment initiatives.

Cash provided by financing activities was $17.1 million during Fiscal 2022, compared to cash used in financing activities

of $112.7 million during Fiscal 2021. Cash provided by financing activities during Fiscal 2022 primarily resulted from
additional net borrowings under our ABL Credit Facility, partially offset by increased repurchases of our common stock during
Fiscal 2022 compared to Fiscal 2021.

Our ability to continue to meet our capital requirements in Fiscal 2023 depends on our cash on hand, our ability to
generate cash flows from operations, and available borrowings under our ABL Credit Facility. Cash flows generated from
operations depends on our ability to achieve our financial plans. We believe that our existing cash on hand, cash generated from
operations, and funds available to us through our ABL Credit Facility will be sufficient to fund our capital and other cash
requirements for the foreseeable future.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

For a discussion of our contractual obligations and commercial commitments, see “Item 8. Financial Statements and

Supplementary Data” – “Note 7. Leases”, “Note 8. Debt”, and “Note 9. Commitments and Contingencies.”

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with

unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results
of operations.

QUARTERLY RESULTS AND SEASONALITY

Our quarterly results of operations have fluctuated and are expected to continue to fluctuate materially depending on a

variety of factors, including overall economic conditions, the timing and number of store closures, increases or decreases in
Comparable Retail Sales, weather conditions (such as unseasonable temperatures or storms), shifts in timing of certain holidays,
and changes in our merchandise mix and pricing strategy, including changes to address competitive factors. The combination
and severity of one or more of these factors could result in material fluctuations in our results of operations.

The following table sets forth certain statement of operations data for each of our last four fiscal quarters. The quarterly

statement of operations data set forth below reflect, in our opinion, all adjustments (consisting only of normal recurring
adjustments) necessary to fairly present the results of operations for these fiscal quarters (unaudited):

Net sales

Gross profit

Selling, general, and administrative expenses

Depreciation and amortization

Asset impairment charges

Operating income (loss)

Income (loss) before provision (benefit) for income taxes

Fiscal Year Ended January 28, 2023

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

(in thousands, except earnings per share)

362,350 $

380,885 $

509,120 $

456,126

141,905

109,036

13,615

—

19,254

17,549

115,463

114,672

13,241

1,379

(13,829)

(16,418)

176,931

106,631

12,463

—

57,837

54,051

11,196

79,724

130,494

12,145

1,877

(64,792)

(69,943)

(19,419)

Provision (benefit) for income taxes

(2,282)

(3,120)

Net income (loss)

19,831 $

(13,298) $

42,855 $

(50,525)

Diluted earnings (loss) per share

1.43 $

(1.01) $

3.26 $

(4.10)

Diluted weighted average common shares outstanding

13,841

13,147

13,162

12,332

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

In the normal course of business, our financial position and results of operations are routinely subject to market risk

associated with interest rate movements on borrowings and investments and currency rate movements on non-U.S. dollar
denominated assets, liabilities, income, and expenses. We utilize cash from operations and short-term borrowings to fund our
working capital and investment needs.

Cash and Cash Equivalents

Cash and cash equivalents are normally invested in short-term financial instruments that will be used in operations within

90 days of the balance sheet date. Because of the short-term nature of these instruments, changes in interest rates would not
materially affect their fair values.

Interest Rates

Our ABL Credit Facility bears interest at a floating rate equal to the prime rate or LIBOR, plus a calculated spread based
on our average excess availability under the facility. As of January 28, 2023, we had $287.0 million in borrowings outstanding
under our ABL Credit Facility. A 10% change in the prime rate or LIBOR interest rates would not have had a material impact
on our interest expense.

Our Term Loan bears interest, payable monthly, at (a) the LIBOR Rate plus 2.50% for any portion that is a LIBOR loan,

or (b) the base rate plus 1.75% for any portion that is a base rate loan. As of January 28, 2023, the outstanding balance of the
Term Loan was $50.0 million. A 10% change in the three month LIBOR Rate would not have had a material impact on our
interest expense.

Assets and Liabilities of Foreign Subsidiaries

Assets and liabilities outside the United States are primarily located in Canada and Hong Kong, where our investments in

our subsidiaries are considered long-term. As of January 28, 2023, net assets in Canada and Hong Kong amounted to $23.3
million. A 10% increase or decrease in the Canadian and Hong Kong foreign currency exchange rates would increase or
decrease the corresponding net investment by $2.3 million. All changes in the net investments in our foreign subsidiaries are
recorded in other comprehensive income (loss).

As of January 28, 2023, we had $9.0 million of our cash and cash equivalents held in foreign subsidiaries, of which $3.1

million was in Canada, $2.1 million was in India, $1.9 million was in China, and $1.7 million was in Hong Kong.

Foreign Operations

We have exchange rate exposure primarily with respect to certain revenues and expenses denominated in Canadian
dollars. As a result, fluctuations in exchange rates impact the amount of our reported sales and expenses. Assuming a 10%
change in foreign currency exchange rates, Fiscal 2022 net sales would have decreased or increased by approximately $15
million, and total costs and expenses would have decreased or increased by approximately $19 million. Additionally, we have
foreign currency denominated receivables and payables that, when settled, result in transaction gains or losses. A 10% change
in foreign currency exchange rates would not result in a significant transaction gain/loss in earnings.

We import a vast majority of our merchandise from foreign countries, primarily Bangladesh, Ethiopia, Cambodia,
Vietnam, India, Indonesia and China. Consequently, any significant or sudden change in the political, foreign trade, financial,
banking, or currency policies and practices, or the occurrence of significant labor unrest in these countries, could have a
material adverse impact on our business, financial position, results of operations, and cash flows.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this Item is incorporated herein by reference to the consolidated financial statements and

supplementary data set forth in “Item 15. Exhibits and Financial Statement Schedules” of Part IV of this Annual Report on
Form 10-K.

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

Disclosure controls and procedures are designed only to provide “reasonable assurance” that the controls and procedures

will meet their objectives. A control system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our Company have been detected.

Management, including our Chief Executive Officer and President and our Chief Financial Officer, evaluated the

effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act, as of January 28,
2023. Based on that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that our
disclosure controls and procedures were effective at the reasonable assurance level, as of January 28, 2023, to ensure that all
information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to
our management, including our principal executive, principal accounting, and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.

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 Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process to provide reasonable assurance
regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally
accepted in the U.S. Because of its inherent limitations, internal control over financial reporting is not intended to provide
absolute assurance that a misstatement of our financial statements would be prevented or detected.

Under the supervision and with the participation of our management, including our Chief Executive Officer and
President and our Chief Financial Officer, we conducted an evaluation of the design and effectiveness of our internal control
over financial reporting based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the Internal
Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of
January 28, 2023. Our independent registered public accounting firm that audited the consolidated financial statements included
in this annual report has issued an attestation report on our internal control over financial reporting, which is included herein.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently
completed fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of The Children’s Place, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited The Children’s Place, Inc. and subsidiaries’ internal control over financial reporting as of January 28,

2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Children’s Place, Inc.
and subsidiaries (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of
January 28, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of January 28, 2023, and January 29, 2022, the related
consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of
the three years in the period ended January 28, 2023, and the related notes and our report dated March 28, 2023 expressed an
unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible 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 the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/S/ Ernst & Young LLP

Iselin, New Jersey
March 28, 2023

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

PART III

The information required to be included by Item 10 of Form 10-K will be set forth in the Company’s proxy statement for

its 2023 annual meeting of stockholders to be filed with the SEC within 120 days after January 28, 2023 (the “Proxy
Statement”) and is incorporated by reference herein.

ITEM 11. EXECUTIVE COMPENSATION.

The information required to be included by Item 11 of Form 10-K will be set forth in the Proxy Statement and is

incorporated by reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS.

The information required to be included by Item 12 of Form 10-K will be set forth in the Proxy Statement and is

incorporated by reference herein.

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

The information required to be included by Item 13 of Form 10-K will be set forth in the Proxy Statement and is

incorporated by reference herein.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required to be included by Item 14 of Form 10-K will be set forth in the Proxy Statement and is

incorporated by reference herein.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

PART IV

(a)(1) Financial Statements

The following documents are filed as part of this report:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)

Consolidated Balance Sheets as of January 28, 2023 and January 29, 2022

Consolidated Statements of Operations for the fiscal years ended January 28, 2023, January 29, 2022, and
January 30, 2021

Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended January 28, 2023, January
29, 2022, and January 30, 2021

Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended January 28, 2023,
January 29, 2022, and January 30, 2021

Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2023, January 29, 2022, and
January 30, 2021

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of The Children’s Place, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Children’s Place, Inc. and subsidiaries (the

“Company”) as of January 28, 2023 and January 29, 2022, the related consolidated statements of operations, comprehensive
income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended January 28, 2023,
and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at January 28, 2023 and
January 29, 2022, and the results of its operations and its cash flows for each of the three years in the period ended January 28,
2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of January 28, 2023, based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated March 28, 2023, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on
the critical audit matters or on the accounts or disclosures to which they relate.

Impairment Assessment of Long-Lived Assets

Description of
the Matter

As discussed in Note 4 to the consolidated financial statements, during the year ending January 28, 2023,
the Company recorded impairment charges of $3.3 million on its store related long-lived assets. The
Company reviews its long-lived assets for each store, including any right of use asset for indicators of
impairment. When events indicate that their carrying values may not be recoverable, the Company estimates
future cash flows over the remaining lease term and compares the total undiscounted cash flows to the
carrying value of the related long-lived assets. If the undiscounted cash flows are less than the related
carrying value of the long-lived assets, they are written down to their fair values.

Auditing the Company’s long-lived asset impairment assessments involved subjective auditor judgment due
to the estimation involved in determining the forecasted cash flows used to evaluate the recoverability and
estimate the fair values of long-lived assets for which impairment was indicated. Significant assumptions
used in determining the fair value of certain operating lease right-of-use assets include the current market
rent for the remaining lease term of the related stores. These assumptions are subjective in nature and are
affected by expectations about future market or economic conditions.

How We
Addressed the
Matter in Our
Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over
the Company's long-lived asset impairment review process. These procedures included testing controls
over management’s review of the data used in the cash flow projections and valuation models, as well as the
review of significant assumptions including estimates of future revenue and gross margin.

We performed audit procedures which included, among others, analyzing significant assumptions about
future revenue and operating costs for the relevant retail stores based on historical results and trends by
store and testing the data used in the calculations. We tested the assumed revenue growth and margin rates
in comparison to recent actual results and expectations about future market conditions. We tested
assumptions about related operating costs based on historical costs and the existing relationships between
costs and revenues. We compared the assumptions used in the forecasted cash flows with the Company’s
strategic plans. We involved our internal valuation specialists to assist in evaluating the fair value of certain
store long-lived assets, which included assessing the estimated market rental rates of the related leases by
comparing them to rental rates for comparable leases and evaluating the applied discount rate.

Valuation of Gymboree Tradename

Description of
the Matter

At January 28, 2023, the Company’s Gymboree tradename had a carrying value of $70.0 million. As
discussed in Note 1 to the consolidated financial statements, the Company tests the indefinite-lived
tradename for impairment at least annually, or more frequently when events or changes in circumstances
indicate that a decline in value may have occurred. An impairment loss is recognized when the fair value of
tradename is less than the carrying value.

Auditing management’s Gymboree tradename impairment test is complex and involves a high degree of
subjectivity due to the level of management judgment and estimation necessary to determine the fair value
of the tradename. The significant assumptions used in management’s fair value analysis includes future net
sales for the brand, royalty rates, and the weighted average cost of capital. These assumptions are forward-
looking and changes in market, industry and company-specific conditions could materially impact the
determination of the fair value of these assets and the measurement of an impairment.

How We
Addressed the
Matter in Our
Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over
the Company’s valuation of the Gymboree tradename. This included testing management’s review controls
relating to the Company’s valuation model and significant assumptions, described above.

To test the fair value of the Gymboree tradename, we performed audit procedures that included, among
others, assessing the methodology and significant assumptions used for the purposes of performing the
impairment test and engaging our valuation specialist to assess the appropriateness of the valuation model,
royalty rates and the reasonableness of the weighted average cost of capital used in the valuation. We
evaluated the Company’s revenue projections by considering their current business strategies as well as
current and historical experience. Further, we performed sensitivity analyses of the significant assumptions
to evaluate the changes in the fair value of the Gymboree tradename that would result from changes in the
assumptions.

/S/ Ernst & Young LLP

We have served as the Company’s auditor since 2018.

Iselin, New Jersey
March 28, 2023

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

January 28,
2023

January 29,
2022

(in thousands, except par value)

Current assets:

Cash and cash equivalents
Accounts receivable
Inventories
Prepaid expenses and other current assets

Total current assets

Long-term assets:

Property and equipment, net
Right-of-use assets
Tradenames, net
Deferred income taxes
Other assets

Total assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Revolving loan
Accounts payable
Current portion of operating lease liabilities
Income taxes payable
Accrued expenses and other current liabilities

Total current liabilities

Long-term liabilities:
Long-term debt
Long-term portion of operating lease liabilities
Income taxes payable
Other tax liabilities
Other long-term liabilities

Total liabilities

Commitments and contingencies (see Note 9)
Stockholders’ equity:

Preferred stock, $1.00 par value, 1,000 shares authorized, 0 shares issued and outstanding
Common stock, $0.10 par value, 100,000 shares authorized; 12,292 and 13,964 issued;
12,225 and 13,903 outstanding
Additional paid-in capital
Treasury stock, at cost (67 and 61 shares)
Deferred compensation
Accumulated other comprehensive loss
Retained earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

16,689 $
49,584
447,795
47,875
561,943

54,787
21,863
428,813
76,075
581,538

149,874
155,481
70,891
36,616
11,476
986,281 $

155,006
194,653
71,692
23,109
11,462
1,037,460

286,990 $
177,147
78,576
6,014
99,658
648,385

49,752
96,482
17,199
2,757
13,228
827,803

175,318
183,758
91,097
10,984
130,669
591,826

49,685
134,761
14,939
8,689
12,088
811,988

—

1,229
150,956

(3,736)
3,736
(16,247)
22,540
158,478
986,281 $

1,396
160,348
(3,443)
3,443
(14,186)
77,914
225,472
1,037,460

See accompanying notes to these consolidated financial statements.

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

Net sales
Cost of sales (exclusive of depreciation and amortization)
Gross profit
Selling, general, and administrative expenses
Depreciation and amortization
Asset impairment charges
Operating income (loss)
Interest expense
Interest income
Income (loss) before provision (benefit) for income taxes
Provision (benefit) for income taxes
Net income (loss)

Earnings (loss) per common share

Basic

Diluted

Weighted average common shares outstanding

Basic
Diluted

1,915,364 $
1,120,624
794,740
459,169
58,417
1,506
275,648
(18,634)

1,708,482 $
1,194,320
514,162
460,972
51,464
3,256
(1,530)
(13,324)

(in thousands, except earnings (loss) per common share)
1,522,598
$
1,189,347
333,251
428,234
66,405
38,527
(199,915)
(11,906)
63
(211,758)
(71,393)
(140,365)

16
257,030
69,859
187,171 $

(14,762)
(13,624)
(1,138) $

(0.09) $

12.82 $

12.59 $

(9.59)

13,041
13,041

14,597
14,870

14,631
14,631

See accompanying notes to these consolidated financial statements.

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Net income (loss)
Other comprehensive income (loss):
Foreign currency translation adjustment

Change in fair value of cash flow hedges, net of income taxes
Total comprehensive income (loss)

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

(in thousands)

(1,138) $

187,171 $

(140,365)

(2,061)

—
(3,199) $

(370)

477

—
186,801 $

(748)
(140,636)

See accompanying notes to these consolidated financial statements.

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Purchase and retirement of common stock

(294)

(29)

(in thousands)

Balance, February 1, 2020

Vesting of stock awards

Stock-based compensation expense

Other comprehensive loss

Deferral of common stock into deferred

compensation plan

Net loss

Balance, January 30, 2021

Vesting of stock awards

Stock-based compensation expense

Purchase and retirement of common stock
Other comprehensive loss

Deferral of common stock into deferred

compensation plan

Net income

Balance, January 29, 2022

Vesting of stock awards

Stock-based compensation expense

Common Stock

Amount

Additional

Paid-In

Capital

Accumulated

Retained

Other

Total

Deferred

Earnings

Comprehensive

Treasury Stock

Stockholders’

Compensation

(Deficit)

Loss

Amount

Equity

14,762 $ 1,476 $ 139,041 $

2,956 $ 108,215 $

(13,545)

(51) $ (2,956) $

235,187

173

(17)

14,316

(4,821)

(10,640)

(271)

—

14,316

(15,490)

(271)

14,641 $ 1,464 $ 148,519 $

3,165 $ (42,790) $

(13,816)

(57) $ (3,165) $

93,377

209

(140,365)

(6)

(209)

—

(140,365)

348

(35)

30,942

(1,025)

(103)

(19,078)

(66,467)

278

187,171

(370)

(4)

(278)

—

30,942

(85,648)
(370)

—

187,171

13,964 $ 1,396 $ 160,348 $

3,443 $ 77,914 $

(14,186)

(61) $ (3,443) $

225,472

281

(28)

29,150

—

29,150

(92,945)

(2,061)

—

(1,138)

Purchase and retirement of common stock

(1,953)

(195)

(38,514)

(54,236)

Other comprehensive loss

Deferral of common stock into deferred

compensation plan

Net loss

(2,061)

(6)

(293)

293

(1,138)

Balance, January 28, 2023

12,292 $ 1,229 $ 150,956 $

3,736 $ 22,540 $

(16,247)

(67) $ (3,736) $

158,478

See accompanying notes to these consolidated financial statements.

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
Reconciliation of net income (loss) to net cash provided by (used in)
operating activities:

Non-cash portion of operating lease expense
Depreciation and amortization
Non-cash stock-based compensation expense
Asset impairment charges
Deferred income tax provision (benefit)
Loss on extinguishment of debt
Other non-cash charges, net

Changes in operating assets and liabilities:

Inventories
Accounts receivable and other assets
Prepaid expenses and other current assets
Income taxes payable, net of prepayments
Accounts payable and other current liabilities
Lease liabilities
Other long-term liabilities

Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
Change in deferred compensation plan

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility
Repayments under revolving credit facility

Proceeds from issuance of term loan, net of discount
Repayment of term loan
Payment of debt issuance costs
Purchase and retirement of common stock, including shares surrendered for
tax withholdings and transaction costs

Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period

January 28,
2023

Fiscal Years Ended

January 29,
2022

(in thousands)

January 30,
2021

(1,138) $

187,171 $

(140,365)

88,936
51,464
29,150
3,256
(13,675)

—
601

(20,741)
(28,143)
10,440
14,690
(41,734)
(102,522)
1,198
(8,218)

100,564
58,417
30,942
1,506
25,846
3,679
1,387

(40,870)
16,200
(7,191)
(5,982)
(58,334)
(172,454)
(7,605)

133,276

(45,577)
(371)
(45,948)

(29,307)

(29,290)

713,718
(602,046)

—
—
—

(94,616)
17,056

(988)
(38,098)
54,787
16,689 $

758,681
(753,140)
50,000
(81,840)
(2,468)

(83,974)
(112,741)
(6)
(8,761)
63,548
54,787 $

113,145
66,405
14,316
38,527
(32,660)
—
821

(61,080)
(3,616)
7,081
(43,306)
71,720
(69,294)
2,589
(35,717)

(30,585)
211
(30,374)

500,872
(501,902)
78,637
—
(1,188)

(15,490)
60,929
223
(4,939)
68,487
63,548

See accompanying notes to these consolidated financial statements.

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

OTHER CASH FLOW INFORMATION:
Net cash paid (received) for income taxes
Cash paid for interest
Increase (decrease) in accrued capital expenditures

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

(in thousands)

(14,969) $
12,354
1,122

49,563 $
14,774
842

3,643
10,831
(811)

See accompanying notes to these consolidated financial statements.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

The Children’s Place, Inc. and subsidiaries (collectively, the “Company”) is the largest pure-play children’s specialty

apparel retailer in North America. The Company provides apparel, footwear, accessories, and other items for children and
‘tweens.’ The Company designs, contracts to manufacture, sells at retail and wholesale, and licenses to sell trend right, high-
quality merchandise predominantly at value prices, primarily under the Company’s proprietary “The Children’s Place”, “Place”,
“Baby Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place” brand names.

The Company classifies its business into two segments: The Children’s Place U.S. and The Children’s Place

International. Included in The Children’s Place U.S. segment are the Company’s U.S. and Puerto Rico-based stores and revenue
from its U.S.-based wholesale business. Included in The Children’s Place International segment are its Canadian-based stores,
revenue from the Company’s Canadian-based wholesale business, as well as revenue from international franchisees. Each
segment includes an e-commerce business located at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com,
and www.pjplace.com.

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

Fiscal 2022 - The fifty-two weeks ended January 28, 2023

Fiscal 2021 - The fifty-two weeks ended January 29, 2022

Fiscal 2020 - The fifty-two weeks ended January 30, 2021

Fiscal 2023 - The Company’s next fiscal year representing the fifty-three weeks ending February 3, 2024

SEC - U.S. Securities and Exchange Commission

U.S. GAAP - Generally Accepted Accounting Principles in the United States

FASB - Financial Accounting Standards Board

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

•

Fiscal Year

The Company’s fiscal year is a 52-week or 53-week period ending on the Saturday on or nearest to January 31. Fiscal

2022, 2021, and 2020 were 52-week years.

Basis of Presentation

The consolidated financial statements and accompanying notes to consolidated financial statements are prepared in

accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. Intercompany
balances and transactions have been eliminated. As of January 28, 2023 and January 29, 2022, the Company did not have any
investments in unconsolidated affiliates. FASB ASC 810—Consolidation is considered when determining whether an entity is
subject to consolidation.

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

presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements, and amounts of revenues and expenses reported during the period. Actual results could differ from the
assumptions used and estimates made by management, which could have a material impact on the Company’s financial position
or results of operations. Critical accounting estimates inherent in the preparation of the consolidated financial statements
include impairment of long-lived assets, impairment of indefinite-lived intangible assets, income taxes, stock-based
compensation, and inventory valuation.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash

equivalents.

Accounts Receivable

Accounts receivable consists of credit and debit card receivables, franchisee and wholesale receivables, and other
miscellaneous items. Credit and debit card receivables represent credit and debit card sales, inclusive of private label credit card
sales, for which the respective third-party service company has yet to remit the cash. The unremitted balance approximates the
last few days of related credit and debit card sales for each reporting period. Franchisee and wholesale receivables represent
product sales and sales royalties in which cash has not yet been remitted by our partners. Bad debt associated with all sales has
not been material.

Inventories

Inventories, which consist primarily of finished goods, are stated at the lower of cost or net realizable value, with cost

determined on an average cost basis. The Company capitalizes certain buying, design, and supply chain costs in inventory, and
these costs are reflected within Cost of sales as the inventories are sold. Inventory shrinkage is estimated in interim periods
based upon the historical results of physical inventory counts in the context of current year facts and circumstances.

Deferred Financing Costs

The Company capitalizes costs directly associated with acquiring third-party financing. Deferred financing costs for the

asset-based revolving credit facility are included in Other assets and are amortized as Interest expense over the term of the
related indebtedness. As of January 28, 2023 and January 29, 2022, unamortized deferred financing costs amounted to $2.3
million and $2.9 million, respectively, of which $2.0 million and $2.6 million, respectively, related to the Company’s asset-
based revolving credit facility.

Property and Equipment, Net

Property and equipment are stated at cost. Leasehold improvements are depreciated on a straight-line basis over the
shorter of the life of the lease or the estimated useful life of the asset. All other property and equipment is depreciated on a
straight-line basis based upon estimated useful lives, with furniture and fixtures and equipment generally ranging from 3 to 10
years and buildings and improvements generally ranging from 20 to 25 years. Repairs and maintenance are expensed as
incurred.

The Company accounts for internally developed software intended for internal use in accordance with provisions of

FASB ASC 350—Intangibles-Goodwill and Other. The Company capitalizes development-stage costs such as direct external
costs and direct payroll related costs. When development is substantially complete and the software is ready for its intended use,
the Company amortizes the cost of the software on a straight-line basis over the expected life of the software, which is generally
3 to 10 years. Preliminary project costs and post-implementation costs such as training, maintenance, and support are expensed
as incurred.

Intangible Assets

The Company’s intangible assets include both indefinite-lived and finite-lived assets. Intangible assets with indefinite

lives consist primarily of trademarks and acquired tradenames, which are tested for impairment annually at the end of
December or whenever circumstances indicate that a decline in value may have occurred. The Company estimates the fair value
of these intangible assets based on an income approach using the relief-from-royalty method. The Company’s finite-lived
intangible assets consist primarily of customer lists and other acquisition-related assets. Finite-lived intangible assets are
amortized over their estimated useful economic lives and are reviewed for impairment when factors indicate that an impairment
may have occurred. The Company recognizes an impairment charge when the estimated fair value of the intangible asset is less
than the carrying value.

Impairment of Long-Lived Assets

The Company periodically reviews its long-lived assets for impairment when events indicate that their carrying value

may not be recoverable. Such events include historical trends or projected trends of cash flow losses or a future expectation that
the Company will sell or dispose of an asset significantly before the end of its previously estimated useful life. In reviewing for

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

impairment, the Company groups its long-lived assets at the lowest possible level for which identifiable cash flows are largely
independent of the cash flows of other assets and liabilities.

The Company reviews all stores that have reached comparable sales status for impairment on at least an annual basis, or

sooner if circumstances so dictate. The Company believes waiting this period of time allows a store to reach a maturity level
where a more comprehensive analysis of financial performance can be performed. For each store that shows indications of
impairment, the Company performs a recoverability test comparing estimated undiscounted future cash flows to the carrying
value of the related long-lived assets. If the undiscounted cash flows are less than the related net book value of the long-lived
assets, they are written down to their fair market value. The Company primarily uses discounted future cash flows directly
associated with those assets, which consist principally of property and equipment and right-of-use (“ROU”) assets, to determine
their fair market values. In evaluating future cash flows, the Company considers external and internal factors. External factors
comprise the local environment in which the store resides, including mall traffic, competition, and their effect on sales trends, as
well as macroeconomic factors, such as the global COVID-19 pandemic. Internal factors include the Company’s ability to
gauge the fashion taste of its customers, control variable costs such as cost of sales and payroll, and in certain cases, its ability
to renegotiate lease costs. In addition, the Company utilizes market-corroborated inputs, including sales per square foot and cost
of occupancy rates, in its calculation of the fair value of its ROU assets and any necessary discounting required for rent rates
based on macroeconomic conditions or local mall conditions.

Insurance and Self-Insurance Reserves

The Company self-insures and purchases insurance policies to provide for workers’ compensation, general liability and

property losses, cyber-security coverage, as well as director and officers’ liability, vehicle liability, and employee medical
benefits. The Company estimates risks and records a liability based on historical claim experience, insurance deductibles,
severity factors, and other actuarial assumptions. The Company records the current portions of employee medical benefits,
workers compensation, and general liability reserves within Accrued expenses and other current liabilities.

Leases

The Company has operating leases for retail stores, corporate offices, distribution facilities, and certain equipment. The
Company’s leases have remaining lease terms ranging from less than one year up to ten years, some of which include options to
extend the leases for up to five years, and some of which include options to terminate the lease early.

The lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease
commencement date. For operating leases, the ROU asset is initially and subsequently measured throughout the lease term at
the carrying amount of the lease liability, plus initial direct costs, less any accrued lease payments and unamortized lease
incentives. For finance leases, the ROU asset is initially measured at cost and subsequently amortized using the straight-line
method, generally from the lease commencement date to the earlier of the end of its useful life or the end of the lease term.

The discount rate is the rate implicit in the lease, unless that rate cannot be readily determined. In that case, the Company
is required to use its incremental borrowing rate. The discount rate for a lease is determined based on the information available
at lease commencement. The Company accounts for the underlying leased asset and applies a discount rate at the lease level.
However, there are certain non-real estate leases for which the Company utilizes the portfolio method by aggregating similar
leased assets based on the underlying lease term.

The Company has made an accounting policy election by class of underlying asset to not apply the recognition
requirements of FASB ASC 842—Leases (“Topic 842”) to leases with an initial term of 12 months or less. Leases with an
initial lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these
leases on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components. The Company has elected a policy to account

for lease and non-lease components as a single component for all asset classes.

In certain leases, the Company has the right to exercise lease renewal options. Renewal option periods are included in the

measurement of lease liability and related ROU asset where the exercise is reasonably certain to occur.

As of the periods presented, the Company’s finance leases were not material to the Consolidated Balance Sheets,

Consolidated Statements of Operations, or Consolidated Statements of Cash Flows.

The Company has certain lease agreements structured with both fixed base rent and contingent rent based on a
percentage of sales over contractual levels, others with only contingent rent based on a percentage of sales, and some with a

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

fixed base rent adjusted periodically for inflation or changes in fair market value of the underlying real estate. Contingent rent is
recognized as sales occur. The Company’s lease agreements do not contain any material residual value guarantees or material
restrictive covenants.

The Company records all occupancy costs in Cost of sales, except costs for administrative office buildings, which are

recorded in Selling, general, and administrative expenses.

In April 2020, the FASB staff released guidance regarding rent concessions related to the effects of the COVID-19
pandemic to allow for a temporary practical expedient (the “COVID-19 expedient”) to account for rent concessions as though
enforceable rights and obligations for those concessions existed in the lease agreements. The election is available for
concessions related to the effects of the COVID-19 pandemic that result in the total payments required by the modified contract
being substantially the same as or less than total payments required by the original contract.

Upon the temporary closure of the Company’s store fleet in March 2020, the Company began negotiating for
concessions of certain rent payments for the time the stores were impacted. These discussions and negotiations were
substantially completed at the end of the second quarter of Fiscal 2021. For the lease concessions that have been agreed upon
and executed, the Company did not reassess each existing contract to determine whether enforceable rights and obligations for
concessions existed and elected not to apply the lease modification guidance in ASC 842 to those contracts that shared similar
characteristics. Rather, the Company accounts for COVID-19 lease concessions as reductions to variable lease cost.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss primarily consists of cumulative translation adjustments as well as changes in the

value of cash flow hedges, net of income taxes.

Treasury Stock

Treasury stock is recorded at acquisition cost. Gains and losses on disposition are recorded as increases or decreases to

Additional paid-in capital with losses in excess of previously recorded gains charged directly to Retained earnings. When
treasury shares are retired and returned to authorized but unissued status, the carrying value in excess of par is allocated to
Additional paid-in capital and Retained earnings on a pro rata basis.

Income Taxes

The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC 740—Income
Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial
statement and tax basis of assets and liabilities, as well as for net operating losses and tax credit carryforwards. Deferred tax
assets and liabilities are measured using currently enacted tax rates applied to taxable income in effect for the years in which the
basis differences and tax assets are expected to be realized. A valuation allowance is recorded when it is more likely than not
that any of the deferred tax assets will not be realized. In determining the need for valuation allowances, the Company considers
projected future taxable income, the availability of tax planning strategies, taxable income in prior carryback years, and future
reversals of existing taxable temporary differences. If, in the future, the Company determines that it would not be able to realize
recorded deferred tax assets, an increase in the valuation allowance would decrease earnings in the period in which such
determination is made.

The Company assesses income tax positions and records tax benefits for all years subject to examination based upon the
Company’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where
it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a
greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all
relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no
tax benefit has been recognized in the consolidated financial statements. The Company recognizes accrued interest and
penalties for our unrecognized tax benefits as a component of tax expense.

Deferred Compensation Plan

The Company has a deferred compensation plan (the “Deferred Compensation Plan”), which is a nonqualified, unfunded
plan, for eligible senior level employees. Under the Deferred Compensation Plan, a participant may elect to defer up to 80% of
his or her base salary and/or up to 100% of his or her bonus to be earned for the year following the year in which the deferral
election is made. The Deferred Compensation Plan also permits members of the Board of Directors to elect to defer payment of
all or a portion of their retainer and other fees to be earned for the year following the year in which a deferral election is made,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and they may elect to defer payment of any shares of Company stock that are earned with respect to deferred stock awards.
Directors may elect to have all or a portion of their fees earned for their service on the Board invested in shares of the
Company’s common stock. The Company is not required to contribute to the Deferred Compensation Plan, but at its sole
discretion, can make additional contributions on behalf of the participants. Deferred amounts are not subject to forfeiture and
are deemed invested among investment funds offered under the Deferred Compensation Plan, as directed by each participant.
Payments of deferred amounts (as adjusted for earnings and losses) are payable following separation from service or at a date or
dates elected by the participant at the time the deferral is elected. Payments of deferred amounts are generally made in either a
lump sum or in annual installments over a period not exceeding 15 years. During fiscal 2010, the Deferred Compensation Plan
was amended to allow for cash deferrals made by members of the Board of Directors to be invested in shares of the Company’s
common stock. Such elections are irrevocable and will be settled in shares of common stock. All deferred amounts are payable
in the form in which they were made, except for Board of Directors fees invested in shares of the Company’s common stock,
which are settled in shares of Company common stock. Earlier distributions are not permitted, except in the case of an
unforeseen hardship. During Fiscal 2022, the Deferred Compensation Plan was amended to no longer allow for the deferral of
the Company’s common stock by employee participants.

The Company has established a rabbi trust that serves as an investment to shadow the Deferred Compensation Plan
liability. The assets of the rabbi trust are general assets of the Company and, as such, would be subject to the claims of creditors
in the event of bankruptcy or insolvency. Investments of the rabbi trust consist of mutual funds and Company common stock.
The Deferred Compensation Plan liability, excluding Company common stock, is included within Other long-term liabilities,
and changes in the balance, except those relating to payments, are recognized as compensation expense within Selling, general,
and administrative expenses. The value of the mutual funds in the rabbi trust is included in Other assets and related earnings
and losses are recognized as investment income or loss, within Selling, general, and administrative expenses. Company stock
deferrals are included within the equity section of the Company’s Consolidated Balance Sheets as Treasury stock and as
Deferred compensation. Deferred stock is recorded at fair market value at the time of deferral, and any subsequent changes in
fair market value are not recognized.

Legal Contingencies

The Company reserves for the outcome of litigation and contingencies when it determines an adverse outcome is
probable and can estimate losses. Estimates are adjusted as facts and circumstances require. The Company expenses the costs to
resolve litigation as incurred, net of amounts, if any, recovered through insurance coverage.

Foreign Currency Translation and Transactions

The Company has determined that the local currencies of its Canadian and Asian subsidiaries are their functional
currencies. In accordance with FASB ASC 830—Foreign Currency Matters, the assets and liabilities denominated in foreign
currencies are translated into U.S. dollars at the current rates of exchange existing at period-end, and revenues and expenses are
translated at average monthly exchange rates. Related translation adjustments are reported as a separate component of
stockholders’ equity. The Company also transacts certain business in foreign denominated currencies primarily with its
Canadian subsidiary purchasing inventory in U.S. dollars, and there are intercompany charges between various subsidiaries.

Fair Value Measurement and Financial Instruments

FASB ASC 820—Fair Value Measurement provides a single definition of fair value, together with a framework for

measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.

This topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date and establishes a three-level hierarchy, which encourages an
entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The
three levels of the hierarchy are defined as follows:

•

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

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

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

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THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s cash and cash equivalents, accounts receivable, investments in the rabbi trust, accounts payable, and
revolving loan are all short-term in nature. As such, their carrying amounts approximate fair value and fall within Level 1 of the
fair value hierarchy. The Company stock included in the Deferred Compensation Plan is not subject to fair value measurement.

The Company’s assets measured at fair value on a nonrecurring basis include long-lived assets, such as intangible assets,

fixed assets, and ROU assets. The Company reviews the carrying amounts of such assets when events indicate that their
carrying amounts may not be recoverable. Any resulting asset impairment would require that the asset be recorded at its fair
value. The resulting fair value measurements of the assets are considered to fall within Level 3 of the fair value hierarchy.

Revenues

Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in

an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company recognizes revenue, including shipping and handling fees billed to customers, upon purchase at the

Company’s retail stores or when received by the customer if the product was purchased via e-commerce, net of coupon
redemptions and anticipated sales returns. The Company deferred sales of $2.9 million and $3.6 million within Accrued
expenses and other current liabilities as of January 28, 2023 and January 29, 2022, respectively, based upon estimated time of
delivery, at which point control passes to the customer. Sales tax collected from customers is excluded from revenue.

For the sale of goods with a right of return, the Company recognizes revenue for the consideration it expects to be

entitled to and calculates an allowance for estimated sales returns based upon the Company’s sales return experience.
Adjustments to the allowance for estimated sales returns in subsequent periods have not been material based on historical data,
thereby reducing the uncertainty inherent in such estimates. The allowance for estimated sales returns, which is recorded in
Accrued expenses and other current liabilities, was $1.0 million as of January 28, 2023 and January 29, 2022.

The Company’s private label credit card is issued to customers for use exclusively at The Children’s Place stores and

online at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com, and credit is extended
to such customers by a third-party financial institution on a non-recourse basis to the Company. The private label credit card
includes multiple performance obligations for the Company, including marketing, promoting the program on behalf of the bank
and the operation of a loyalty rewards program. Included in the agreement with the third-party financial institution was an
upfront bonus paid to the Company. The upfront bonus is recognized as revenue and allocated between brand and reward
obligations. As the license of the Company’s brand is the predominant item in the performance obligation, the amount allocated
to the brand obligation is recognized on a straight-line basis over the initial term. The amount allocated to the reward obligation
is recognized on a point-in-time basis as redemptions under the loyalty program occur.

In measuring revenue and determining the consideration the Company is entitled to as part of a contract with a customer,

the Company takes into account the related elements of variable consideration, such as additional bonuses, including profit-
sharing, over the life of the private label credit card program. Similar to the upfront bonus, the usage-based royalties and
bonuses are recognized as revenue and allocated between the brand and reward obligations. The amount allocated to the brand
obligation is recognized on a straight-line basis over the initial term. The amount allocated to the reward obligation is
recognized on a point-in-time basis as redemptions under the loyalty program occur. In addition, the annual profit-sharing
amount is estimated and recognized quarterly within an annual period when earned. The additional bonuses are amortized over
the contract term based on anticipated progress against future targets and level of risk associated with achieving the targets.

The Company has a points-based customer loyalty program in which customers earn points based on purchases and other
promotional activities. These points can be redeemed for coupons to discount future purchases. A contract liability is estimated
based on the standalone selling price of benefits earned by customers through the program and the related redemption
experience under the program. The value of each point earned is recorded as deferred revenue and is included within Accrued
expenses and other current liabilities. The total contract liabilities related to this program were $2.6 million and $5.0 million as
of January 28, 2023 and January 29, 2022, respectively.

The Company’s policy with respect to gift cards is to record revenue as and when the gift cards are redeemed for
merchandise. The Company recognizes gift card breakage income in proportion to the pattern of rights exercised by the
customer when the Company expects to be entitled to breakage and the Company determines that it does not have a legal
obligation to remit the value of the unredeemed gift card to the relevant jurisdiction as unclaimed or abandoned property. Gift
card breakage is recorded within Net sales. Prior to their redemption, gift cards are recorded as a liability within Accrued
expenses and other current liabilities. The liability is estimated based on expected breakage that considers historical patterns of
redemption. The gift card liability balance was $11.1 million and $12.1 million as of January 28, 2023 and January 29, 2022,

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THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

respectively. During Fiscal 2022, the Company recognized Net sales of $5.5 million related to the gift card liability balance that
existed at January 29, 2022.

The Company has an international program of territorial agreements with franchisees. The Company generates revenues
from the franchisees from the sale of product and, in certain cases, sales royalties. The Company recognizes revenue on the sale
of product to franchisees when the franchisee takes ownership of the product. The Company records net sales for royalties when
the applicable franchisee sells the product to customers. Under certain agreements, the Company receives a fee from each
franchisee for exclusive territorial rights and based on the opening of new stores. The Company records these territorial fees as
deferred revenue and amortizes the fee into Net sales over the life of the territorial agreement.

Cost of Sales (exclusive of depreciation and amortization)

In addition to the cost of inventory sold, the Company includes certain buying, design, and distribution expenses,
shipping and handling costs on merchandise sold directly to customers, and letter of credit fees in Cost of sales. The Company
records all occupancy costs in Cost of sales, except for administrative office buildings, which are recorded in Selling, general,
and administrative expenses. All depreciation is reported on a separate line in the Company’s Consolidated Statements of
Operations.

Stock-based Compensation

The Company’s stock-based compensation plans are administered by the Human Capital & Compensation Committee of
the Board of Directors. The Human Capital & Compensation Committee is comprised of independent members of the Board of
Directors. Effective May 20, 2011, the shareholders approved the 2011 Equity Incentive Plan (the “Equity Plan”). The Equity
Plan allows the Human Capital & Compensation Committee to grant multiple forms of stock-based compensation, such as stock
options, stock appreciation rights, restricted stock awards, deferred stock awards, and performance stock awards.

The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC 718—

Compensation—Stock Compensation. These provisions require, among other things: (a) the fair value at grant date of all stock
awards be expensed over their respective vesting periods; (b) the amount of cumulative compensation cost recognized at any
date must at least be equal to the portion of the grant-date value of the award that is vested at that date; and (c) that
compensation expense include a forfeiture estimate for those shares not expected to vest. The fair value of all stock awards is
based on the closing price of the Company’s common stock on the grant date. Also, in accordance with these provisions, for
those awards with multiple vest dates, the Company recognizes compensation cost on a straight-line basis over the requisite
service period for the entire award. The expense recognized for Performance Awards throughout the service period and the
number of shares that are projected to ultimately vest, are based on the estimated degree to which the related performance
metrics are expected to be achieved.

Advertising and Marketing Costs

The Company defers costs associated with the production of advertising until the first time the advertising takes place.
Costs associated with communicating advertising that has been produced are expensed when the advertising event takes place.
Advertising and other marketing costs are recorded in Selling, general, and administrative expenses and amounted to $55.5
million, $44.3 million, and $31.1 million in Fiscal 2022, Fiscal 2021, and Fiscal 2020, respectively. Deferred advertising,
marketing, and promotional costs, which principally relate to advertisements that have not yet been exhibited or services that
have not yet been received, were $1.4 million at January 28, 2023 and January 29, 2022, and were recorded within Prepaid
expenses and other current assets in the Company’s Consolidated Balance Sheets.

Earnings (Loss) per Common Share

The Company reports its earnings per share in accordance with FASB ASC 260—Earnings Per Share, which requires

the presentation of both basic and diluted earnings per share on the Consolidated Statements of Operations. The diluted
weighted average common shares include adjustments for the potential effects of outstanding stock options, Deferred Awards,
and Performance Awards (as both terms are used in “Note 11. Stock-Based Compensation” to these consolidated financial
statements), but only in the periods in which such effect is dilutive under the treasury stock method. Included in basic and
diluted weighted average common shares are those shares, due to participants in the Deferred Compensation Plan, which are
held in treasury stock. Anti-dilutive stock awards are comprised of unvested deferred, restricted, and performance shares which
would have been anti-dilutive in the application of the treasury stock method in accordance with FASB ASC 260—Earnings
Per Share.

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THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In accordance with this topic, the following table reconciles share amounts utilized to calculate basic and diluted net

income per common share:

Basic weighted average common shares outstanding
Dilutive effect of stock awards
Diluted weighted average common shares outstanding

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

13,041
—
13,041

(in thousands)
14,597
273
14,870

14,631
—
14,631

Anti-dilutive shares excluded from diluted earnings (loss) per common share
calculation

184

—

Recent Accounting Standards Updates

There are no pending accounting standards updates that are currently expected to have a material impact on the

Company’s consolidated financial statements.

2. REVENUES

The following table presents the Company’s revenues disaggregated by geography:

Net sales:

South

Northeast

West

Midwest
International and other (1)

Total net sales

January 28,
2023

Fiscal Years Ended

January 29,
2022

(in thousands)

January 30,
2021

633,430 $

724,375 $

579,348

339,072

231,135

196,075

308,770

412,785

277,162

242,392

258,650

325,124

219,686

197,697

200,743

$ 1,708,482 $ 1,915,364 $ 1,522,598

____________________________________________

(1)

Includes retail and e-commerce sales in Canada and Puerto Rico, wholesale and franchisee sales, and certain amounts earned under the Company’s private
label credit card program

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THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. INTANGIBLE ASSETS

On April 4, 2019, the Company acquired certain intellectual property and related assets (the “Gymboree Assets”) of

Gymboree Group, Inc. and related entities, which included the worldwide rights to the names “Gymboree” and “Crazy 8” and
other intellectual property, including trademarks, domain names, copyrights, and customer databases. These intangible assets,
inclusive of acquisition costs, are recorded in the long-term assets section of the Consolidated Balance Sheets.

The Company’s intangible assets were as follows:

Gymboree tradename (1)
Crazy 8 tradename (1)
Customer databases (2)
Total intangible assets

Useful Life

Gross Amount

January 28, 2023

Accumulated
Amortization

(in thousands)

Net Amount

Indefinite

69,953 $

— $

69,953

5 years

3 years

4,000

3,000

76,953 $

(3,062)

(3,000)

(6,062) $

938

—

70,891

Useful Life

Gross Amount

January 29, 2022

Accumulated
Amortization

(in thousands)

Net Amount

Indefinite

69,953 $

5 years

3 years

4,000

3,000

76,953 $

— $

(2,261)

(2,827)

(5,088) $

69,953

1,739

173

71,865

____________________________________________

(1)

(2)

Included within Tradenames, net on the Consolidated Balance Sheets.

Included within Other assets on the Consolidated Balance Sheets.

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THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

Property and equipment:

Land and land improvements

Building and improvements

Material handling equipment

Leasehold improvements

Store fixtures and equipment

Capitalized software

Construction in progress

Less accumulated depreciation and amortization

Property and equipment, net

January 28,
2023

January 29,
2022

(in thousands)

3,403 $

36,187

71,404

196,302

210,413

336,336

23,959

878,004

3,403

36,045

64,989

197,436

212,613

320,716

8,170

843,372

(728,130)

(688,366)

149,874 $

155,006

During Fiscal 2022, the Company reviewed its store related long-lived assets for indicators of impairment, and

performed a recoverability test if indicators were identified. Based on the results of the analysis performed, the Company
recorded asset impairment charges of $3.3 million, inclusive of ROU assets, during Fiscal 2022.

During Fiscal 2021, the Company reviewed its store related long-lived assets for indicators of impairment, and

performed a recoverability test if indicators were identified. Based on the results of the analysis performed, the Company
recorded asset impairment charges of $1.5 million, inclusive of ROU assets, during Fiscal 2021.

During Fiscal 2020, the Company reviewed its store related long-lived assets for 749 stores with a total net book value of
$43.6 million for indicators of impairment, and performed a recoverability test if indicators were identified. Based on the results
of the analysis performed, the Company recorded asset impairment charges of $38.5 million, inclusive of ROU assets, during
Fiscal 2020.

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

Prepaid income taxes

Prepaid cloud computing

Prepaid maintenance contracts

Prepaid property expense

Other

January 28,
2023

January 29,
2022

(in thousands)

30,781 $

54,043

6,635

2,107

323

8,029

7,187

3,709

1,678

9,458

Total Prepaid expenses and other current assets

47,875 $

76,075

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THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

Accrued salaries and benefits

Customer liabilities

Accrued property expenses

Accrued outside services

Sales taxes and other taxes payable

Accrued information technology costs

Accrued marketing

Insurance reserves

Accrued freight

Accrued store expenses

Deferred revenue

Accrued capital expenditures

Deferred revenue for MyPlace Rewards loyalty program

Accrued professional fees

Other

Total Accrued expenses and other current liabilities

7. LEASES

January 28,
2023

January 29,
2022

(in thousands)

16,191 $

11,132

10,799

7,235

5,643

4,676

4,286

4,277

4,275

4,230

3,954

3,613

2,626

2,529

44,494

11,354

18,990

3,306

4,147

3,586

4,015

3,487

4,196

2,696

4,613

5,277

4,971

2,114

14,192

13,423

99,658 $

130,669

The following components of lease expense were recognized in the Company’s Consolidated Statements of Operations:

Fixed operating lease cost
Variable operating lease cost (1)
Total operating lease cost

____________________________________________

January 28,
2023

Fiscal Years Ended

January 29,
2022

(in thousands)

January 30,
2021

99,988 $

113,681 $

128,373

51,905

39,711

44,085

151,893 $

153,392 $

172,458

(1)

Includes short term leases with lease periods of less than 12 months as well as lease abatements accounted for as reductions to variable lease costs under
the COVID-19 expedient of $1.5 million, $12.1 million, and $12.9 million for Fiscal 2022, Fiscal 2021, and Fiscal 2020, respectively.

As of January 28, 2023, the weighted-average remaining operating lease term was 3.8 years, and the weighted-average
discount rate for operating leases was 5.0%. Cash paid for amounts included in the measurement of operating lease liabilities
in Fiscal 2022 was $102.5 million. ROU assets obtained in exchange for new operating lease liabilities were $60.9 million in
Fiscal 2022.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of January 28, 2023, the maturities of operating lease liabilities were as follows:

2023

2024

2025

2026

2027

Thereafter

Total operating lease payments

Less: imputed interest

Present value of operating lease liabilities

8. DEBT

January 28, 2023

(in thousands)

85,250

40,596

19,265

15,533

13,169

17,816

191,629

(16,571)

175,058

On November 16, 2021, the Company completed the refinancing of its previous $360.0 million asset-based revolving
credit facility (the “Previous ABL Credit Facility”) and previous $80.0 million term loan (the “Previous Term Loan”) with a
new lending group led by an affiliate of Wells Fargo Bank, National Association (“Wells Fargo”) by entering into a fourth
amendment to its Credit Agreement, dated as of May 9, 2019, with the lenders party thereto. The new debt consists of a
$350.0 million asset-based revolving credit facility (the “ABL Credit Facility”) and a $50.0 million term loan (the “Term
Loan”). In connection with the refinancing, the Company recorded a charge of $3.7 million in Fiscal 2021, which is included
within Interest expense on the Consolidated Statements of Operations and consists of a prepayment penalty and the write-off of
unamortized deferred financing costs and debt discount.

ABL Credit Facility and Term Loan

The Company and certain of its subsidiaries maintain the $350.0 million ABL Credit Facility and the $50.0 million Term

Loan with Wells Fargo, Truist Bank, Bank of America, N.A., HSBC Business Credit (USA) Inc., and JPMorgan Chase Bank,
N.A., as lenders (collectively, the “Lenders”) and Wells Fargo, as Administrative Agent, Collateral Agent, Swing Line Lender
and Term Agent. Both the ABL Credit Facility and the Term Loan mature in November 2026, and both of these debt facilities
have lower interest rates, reduced reporting requirements, and increased flexibility under the covenants compared to the
Previous ABL Credit Facility and Previous Term Loan.

The ABL Credit Facility includes a $25.0 million Canadian sublimit and a $50.0 million sublimit for standby and

documentary letters of credit.

Borrowings outstanding under the ABL Credit Facility bear interest, at the Company’s option, at:

(i)

the prime rate plus a margin of 0.375% or 0.625% based on the amount of the Company’s average excess
availability under the facility; or

(ii) the London InterBank Offered Rate, or “LIBOR”, for an interest period of one, three, or six months, as selected by

the Company, plus a margin of 1.125% or 1.375% based on the amount of the Company’s average excess
availability under the facility.

For Fiscal 2022, Fiscal 2021, and Fiscal 2020, the Company recognized $10.2 million, $7.0 million, and $8.2 million,

respectively, in interest expense related to the ABL Credit Facility and Previous ABL Credit Facility.

The Company is charged a fee of 0.20% on the unused portion of the commitments. Letter of credit fees range from
0.563% to 0.683% for commercial letters of credit and range from 0.625% to 0.875% for standby letters of credit. Letter of
credit fees are determined based on the amount of the Company’s average excess availability under the facility. The amount
available for loans and letters of credit under the ABL Credit Facility is determined by a borrowing base consisting of certain
credit card receivables, certain trade receivables, certain inventory, and the fair market value of certain real estate, subject to
certain reserves.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The ABL Credit Facility contains covenants, which include conditions on stock buybacks and the payment of cash
dividends or similar payments, and a fixed-charge coverage ratio covenant, which only becomes effective in the event that
borrowings exceed $315.0 million. These covenants also limit the ability of the Company and its subsidiaries to incur certain
liens, to incur certain indebtedness, to make certain investments, acquisitions, or dispositions, or to change the nature of its
business.

Credit extended under the ABL Credit Facility is secured by a first priority security interest in substantially all of the
Company’s U.S. and Canadian assets other than intellectual property, certain furniture, fixtures, equipment, and pledges of
subsidiary capital stock, and a second priority security interest in the Company’s intellectual property, certain furniture,
fixtures, equipment, and pledges of subsidiary capital stock.

The table below presents the components of the Company’s ABL Credit Facility and Previous ABL Credit Facility:

Credit facility maximum
Borrowing base (1)

Outstanding borrowings
Letters of credit outstanding—standby
Utilization of credit facility at end of period

Availability (2) (3)

Interest rate at end of period

Average end of day loan balance during the period
Highest end of day loan balance during the period
Average interest rate

____________________________________________

January 28,
2023

January 29,
2022

(in millions)

350.0
350.0

287.0
7.4
294.4

350.0
279.7

175.3
7.4
182.7

55.6

97.0

5.9 %

1.6 %

Fiscal Years Ended

January 28,
2023

January 29,
2022

$
$

(in millions)

$
$

274.9
297.7
3.7 %

187.0
269.7
3.6 %

(1)

(2)

(3)

Lower of the credit facility maximum or the total borrowing base collateral.

The sub-limit availability for letters of credit was $42.6 million at January 28, 2023 and January 29, 2022.

The ABL Credit Facility contains an excess availability requirement which would effectively reduce this amount to $20.6 million.

The Term Loan bears interest, payable monthly, at (a) the LIBOR Rate plus 2.50% for any portion that is a LIBOR loan,

or (b) the base rate plus 1.75% for any portion that is a base rate loan. The Term Loan is pre-payable at any time without
penalty, and does not require amortization. For Fiscal 2022, Fiscal 2021, and Fiscal 2020, the Company recognized $2.3
million, $5.9 million, and $2.6 million, respectively in interest expense related to the Term Loan and Previous Term Loan.

The Term Loan is secured by a first priority security interest in the Company’s intellectual property, certain furniture,

fixtures, equipment, and pledges of subsidiary capital stock, and a second priority security interest in the collateral securing the
ABL Credit Facility on a first-priority basis. The Term Loan is guaranteed by each of the Company’s subsidiaries that
guarantees the ABL Credit Facility and contains substantially the same covenants as provided in the ABL Credit Facility.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Both the ABL Credit Facility and the Term Loan contain customary events of default, which include (subject in certain

9. COMMITMENTS AND CONTINGENCIES

Commitments

As of January 28, 2023, the Company entered into various purchase commitments for the next 12 months for
merchandise for re-sale of approximately $284.5 million and approximately $10.6 million for equipment, construction, and
other non-merchandise commitments. The Company also has operating lease and standby letters of credit commitments of
$191.6 million and $7.4 million, respectively.

Legal and Regulatory Matters

The Company is a defendant in Rael v. The Children’s Place, Inc., a purported class action, pending in the U.S. District

The Company engaged in mediation proceedings with the plaintiffs in December 2016 and April 2017. The parties
reached an agreement in principle in April 2017, and signed a definitive settlement agreement in November 2017, to settle the
matter on a class basis with all individuals in the U.S. who made a qualifying purchase at The Children’s Place from February
11, 2012 through January 28, 2020, the date of preliminary approval by the court of the settlement. The Company submitted its
memorandum in support of final approval of the class settlement on March 2, 2021. On March 29, 2021, the court granted final
approval of the class settlement and denied plaintiff’s motion for attorney’s fees, with the amount of attorney’s fees to be
decided after the class recovery amount has been determined. The settlement provides merchandise vouchers for qualified class
members who submit valid claims, as well as payment of legal fees and expenses and claims administration expenses. Vouchers
were distributed to class members on November 15, 2021 and they will be eligible for redemption in multiple rounds through
November 2023. In connection with the settlement, the Company recorded a reserve for $5.0 million in its consolidated
financial statements in the first quarter of 2017.

10. STOCKHOLDERS’ EQUITY

Share Repurchase Programs

In March 2018, the Board of Directors authorized a $250.0 million share repurchase program (the “2018 Share
Repurchase Program”). In November 2021, the Board of Directors approved another $250.0 million share repurchase program
(the “2021 Share Repurchase Program”), which added to the then remaining availability under the 2018 Share Repurchase
Program. Under these programs, the Company may repurchase shares on the open market at current market prices at the time of
purchase or in privately negotiated transactions. The timing and actual number of shares repurchased under a program will
depend on a variety of factors, including price, corporate and regulatory requirements, and other market and business
conditions. The Company may suspend or discontinue the programs at any time and may thereafter reinstitute purchases, all
without prior announcement. As of January 28, 2023, the 2018 Share Repurchase Program was exhausted, and there was $164.4
million remaining under the 2021 Share Repurchase Program. From March 2020 through July 2021, the Company suspended
share repurchases, other than to satisfy withholding tax requirements of equity award recipients, due to the COVID-19
pandemic.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pursuant to the Company’s practice, including due to restrictions imposed by the Company’s insider trading policy
during black-out periods, the Company withholds and repurchases shares of vesting stock awards and makes payments to taxing
authorities as required by law to satisfy the withholding tax requirements of all equity award recipients. The Company’s
payment of the withholding taxes in exchange for the surrendered shares constitutes a repurchase of its common stock. The
Company also acquires shares of its common stock in conjunction with liabilities owed under the Company’s Deferred
Compensation Plan, which are held in treasury.

The following table summarizes the Company’s share repurchases:

Share repurchases related to:

Share repurchase program

Fiscal Years Ended

January 28, 2023

January 29, 2022

January 30, 2021

Amount

(in thousands)

1,953

92,945

1,025

85,648

294

15,490

Shares acquired and held in treasury

293

278

209

In accordance with FASB ASC 505—Equity, the par value of the shares retired is charged against Common stock and

the remaining purchase price is allocated between Additional paid-in capital and Retained earnings. The portion charged against
Additional paid-in capital is determined using a pro-rata allocation based on total shares outstanding. For all shares retired in
Fiscal 2022, Fiscal 2021, and Fiscal 2020, $54.2 million, $66.5 million, and $10.6 million was charged to Retained earnings,
respectively.

Dividends

Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to

approval by the Company’s Board of Directors based on a number of factors, including business and market conditions, the
Company’s financial performance, and other investment priorities.

11. STOCK-BASED COMPENSATION

The Company generally grants time vesting stock awards (“Deferred Awards”) and performance-based stock awards

(“Performance Awards”) to employees at management levels. The Company also grants Deferred Awards to its non-employee
directors. Deferred Awards are granted in the form of restricted stock units that require each recipient to complete a service
period. Deferred Awards generally vest ratably over three years, except for those granted to non-employee directors, which
generally vest over one year. Performance Awards are granted in the form of restricted stock units which have performance
criteria that must be achieved for the awards to vest in addition to a service period requirement. With the approval of the Human
Capital & Compensation Committee, the Company may settle vested Deferred Awards and Performance Awards to the
employee in shares, in a cash amount equal to the market value of such shares at the time all requirements for delivery of the
award have been met, or in part shares and cash.

For Performance Awards granted in Fiscal 2022, employees may earn from 0% to 200% of their target shares, for

Performance Awards granted in Fiscal 2021, employees may earn from 0% to 300% of their Target Shares, and for
Performance Awards granted in Fiscal 2020, employees may earn from 0% to 250% of their Target Shares, based on the terms
of the award and the Company’s achievement of certain performance goals established at the beginning of the applicable
service period. Performance Awards cliff vest, if earned, after completion of the applicable service period, which is generally
three years.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the Company’s stock-based compensation expense:

Deferred Awards

Performance Awards
Total stock-based compensation expense (1)
____________________________________________

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

(in thousands)

9,937 $

13,061 $

14,100

19,213

17,881

216

29,150 $

30,942 $

14,316

(1)

Stock-based compensation expense recorded within Cost of sales (exclusive of depreciation and amortization) amounted to $2.2 million, $3.3 million, and
$3.4 million in Fiscal 2022, Fiscal 2021, and Fiscal 2020, respectively. All other stock-based compensation expense is included in Selling, general, and
administrative expenses.

The Company recognized a tax benefit related to stock-based compensation expense of $2.5 million, $2.6 million, and

$3.8 million for Fiscal 2022, Fiscal 2021, and Fiscal 2020, respectively.

At January 28, 2023, the Company had 599,906 shares available for grant under the Equity Plan.

Changes in the Company’s Unvested Stock Awards

Deferred Awards

Fiscal Years Ended

January 28, 2023

January 29, 2022

January 30, 2021

Number of
Shares

(in thousands)

Weighted
Average
Grant Date
Fair Value

Number of
Shares

(in thousands)

Number of
Shares

(in thousands)

Weighted
Average
Grant Date
Fair Value

Unvested Deferred Awards at beginning
of year

Granted

Vested

Forfeited

467 $

159

(222)

(122)

Unvested Deferred Awards at end of year

282 $

57.60

46.56

62.13

53.09

49.78

550 $

157

(229)

(11)

467 $

55.43

76.59

63.73

92.10

57.60

377 $

410

97.88

41.73

(161)

107.55

(76)

550 $

82.07

55.43

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was $7.7 million as of

January 28, 2023, which will be recognized over a weighted average period of approximately 1.8 years.

The fair value of Deferred Awards that vested during Fiscal 2022, Fiscal 2021, and Fiscal 2020 was $11.4 million, $14.6

million, and $5.3 million, respectively.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Performance Awards

January 28, 2023

Fiscal Years Ended

January 29, 2022

January 30, 2021

Number of
Shares(1)
(in thousands)

Weighted
Average
Grant Date
Fair Value

Number of
Shares(1)
(in thousands)

Weighted
Average
Grant Date
Fair Value

Unvested Performance Awards at
beginning of year
Granted
Shares earned in excess of (below)
target
Vested shares, including shares earned
in excess of target
Forfeited
Unvested Performance Awards at end
of year

366 $

70.01
48.84

350 $
164

74.37
75.01

342 $
144

99.97
52.16

192

48.17

(22)

65.34

(101)

118.00

(58)
(107)

101.62
59.86

(119)
(7)

89.44
90.22

(4)
(31)

107.51
107.24

483 $

55.85

366 $

70.01

350 $

74.37

____________________________________________

(1)

For awards for which the performance period is complete, the number of unvested shares is based on actual shares that will vest upon completion of the
service period. For awards for which the performance period is not yet complete, the number of unvested shares is based on the participants earning their
target shares at 100%.

The cumulative expense recognized for Performance Awards reflects changes in the probability that the performance

criteria will be achieved as they occur. Based on the current number of Performance Awards expected to be earned, total
unrecognized stock-based compensation expense related to unvested Performance Awards was $10.2 million as of January 28,
2023, which will be recognized over a weighted average period of approximately 1.4 years.

The fair value of Performance Awards that vested during Fiscal 2022, Fiscal 2021, and Fiscal 2020 was $3.0 million,

$10.6 million, and $0.1 million, respectively.

12. INCOME TAXES

The components of Income (loss) before provision (benefit) for income taxes were as follows:

Domestic

Foreign

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

(in thousands)

(61,065) $

198,173 $

(250,876)

46,303

58,857

39,118

Total income (loss) before provision (benefit) for income taxes

(14,762) $

257,030 $

(211,758)

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of the Company’s Provision (benefit) for income taxes consisted of the following:

Current:

Federal

State and local

Foreign

Deferred:

Federal

State and local

Foreign

Total provision (benefit) for income taxes

Effective tax rate

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

(in thousands)

4,172

29,406

(45,072)

(1,193)

(2,842)

137

(12,030)

(2,712)

981

(13,761)

7,389

7,218

212

5,728

44,013

(39,132)

14,517

8,780

2,549

25,846

(14,274)

(15,968)

(2,019)

(32,261)

(13,624)

69,859

(71,393)

92.3 %

27.2 %

33.7 %

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), was enacted in
response to the COVID-19 pandemic. The CARES Act allows net operating losses (“NOLs”) incurred in taxable years 2018,
2019, and 2020 to be carried back to each of the five preceding taxable years to offset 100% of taxable income and to generate a
refund of previously paid income taxes. Pursuant to the CARES Act, the Company carried back the Fiscal 2020 tax loss of
approximately $150.0 million to prior years. During Fiscal 2022, the Company received $22.0 million of the related income tax
refund and the remaining balance of $19.1 million as of January 28, 2023 is included within Prepaid expenses and other current
assets on the Consolidated Balance Sheets.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation between the calculated tax provision (benefit) based on the U.S. federal statutory rate of 21.0% and the

effective tax rate for Fiscal 2022, Fiscal 2021, and Fiscal 2020 follows:

Fiscal Years Ended

January 28,
2023

January 29,
2022

January 30,
2021

(in thousands)

Calculated income tax provision (benefit) at U.S. federal statutory rate

(3,100) $

53,976 $

(44,471)

State and local income taxes, net of federal benefit
Foreign tax rate differential (1)
Non-deductible expenses

Excess tax detriment (benefit) related to stock compensation

Unrecognized tax benefits

Change in valuation allowance

Global intangible low-taxed income

Federal tax credits
CARES Act Carryback (2)
Other

(3,812)

(5,498)

3,696

816

(5,324)

163

1,760

14,394

(3,598)

7,301

(293)

1,050

358

1,476

(2,934)

(2,882)

(12,447)

(5,791)

2,654

2,051

1,150

(10)

7,815

(1,422)

—

609

—

(20,954)

(1,923)

Total provision (benefit) for income taxes

(13,624) $

69,859 $

(71,393)

____________________________________________

(1) The Company has substantial operations in Hong Kong, which has a lower statutory income tax rate as compared to the U.S. The Company’s foreign
effective tax rate for Fiscal 2022, Fiscal 2021, and Fiscal 2020 was 9.8%, 16.6%, and 7.7%, respectively. This rate fluctuates from year to year in
response to changes in the mix of income by country, as well as changes in tax laws in foreign jurisdictions.

(2) The CARES Act permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. The Fiscal 2020 tax
loss of approximately $150.0 million was carried back to earlier tax years when the corporate tax rate was 35.0%, compared to the current corporate tax
rate of 21.0%, resulting in a tax benefit of $21.0 million.

The assessment of the amount of value assigned to the Company’s deferred tax assets under the applicable accounting

rules is judgmental. The Company is required to consider all available positive and negative evidence in evaluating the
likelihood that it will be able to realize the benefit of the Company’s deferred tax assets in the future. Such evidence includes
scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and the results of recent
operations. Since this evaluation requires consideration of events that may occur some years into the future, there is an element
of judgment involved. Realization of the Company’s deferred tax assets is dependent on generating sufficient taxable income in
future periods. The Company believes that it is more likely than not that future taxable income will be sufficient to recover
substantially all of the value assigned to the Company’s deferred tax assets. However, if future events cause the Company to
conclude that it is not more likely than not that it will be able to recover all of the value assigned to its deferred tax assets, the
valuation allowance would be adjusted accordingly.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The tax effects of temporary differences which give rise to deferred tax assets and liabilities were as follows:

Operating lease liabilities

Right-of-use assets

Stock-based compensation

Reserves

Inventory

Property and equipment, net

Capitalized research and development, net

Tradenames and customer databases, net

Prepaid expenses

Foreign and state tax on unremitted earnings

Net operating loss carryforward

Tax credits

Interest expense carryforward

Valuation allowance

Total deferred tax asset, net

January 28,
2023

January 29,
2022

(in thousands)

48,079 $

59,283

(43,576)

(51,617)

2,461

12,038

4,612

(2,407)

17,856

(3,202)

(3,704)

(1,554)

3,453

2,727

1,106

2,863

12,475

4,570

(6,296)

3,569

(2,200)

(1,481)

(1,554)

2,900

1,746

—

(1,273)

(1,149)

36,616 $

23,109

The Company has state NOL carryforwards of $48.8 million which expire within five to twenty years, and foreign NOL
carryforwards of $1.9 million which expire in five years. The Company also has an Alternative Minimum Tax credit (“AMT”)
in Puerto Rico of $0.7 million.

The Company has concluded that it is more likely than not that certain deferred tax assets cannot be used in the
foreseeable future, principally the foreign net operating loss carryforwards and the AMT credit in Puerto Rico. Accordingly, a
valuation allowance has been established for these tax benefits. However, to the extent these tax benefits are realized in the
future, the reduction of the valuation allowance will reduce income tax expense accordingly.

On December 22, 2017, the U.S. government passed the Tax Cuts and Jobs Act (the “Tax Act”), which resulted in
complex changes to the U.S. tax code including, but not limited to, the reduction of the corporate tax rate from 35% to 21% and
a move from a global tax regime to a modified territorial regime which required U.S. companies to pay a mandatory one-time
transition tax on historical offshore earnings that had not been repatriated to the U.S. The remaining unpaid transition tax,
which begins to be repaid in Fiscal 2023, amounted to $18.8 million at January 28, 2023, of which $17.2 million is shown as
long-term Income taxes payable and $1.6 million is shown net in Prepaid expenses and other current assets on the Consolidated
Balance Sheet as of January 28, 2023.

While the Company is no longer permanently reinvested to the extent earnings were subject to the transition tax under

the Tax Act, no additional income taxes have been provided on any earnings subsequent to the transition tax or for any
additional outside basis differences inherent in the Company’s foreign subsidiaries, as these amounts continue to be
permanently reinvested in foreign operations. Determining the amount of the unrecognized deferred tax liability related to any
additional outside basis differences in the Company’s foreign subsidiaries (i.e., basis differences in excess of that subject to the
one-time transition tax) is not practicable. The unremitted foreign earnings earned subsequent to the transition tax, which are
permanently reinvested, were $220.2 million as of January 28, 2023.

Unrecognized Tax Benefits

Tax positions are evaluated in a two-step process. First, the Company determines whether it is more-likely-than-not that

a tax position will be sustained upon examination. Second, if a tax position meets the more-likely-than-not recognition
threshold, it is measured to determine the amount of benefit to recognize in the financial statements. The tax position is
measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of the gross amounts of unrecognized tax benefits, excluding accrued interest and penalties, is as

follows:

Beginning Balance

Additions for current year tax positions

Additions for prior year tax positions

Reductions for prior year tax positions

Impact of foreign currency translation

Ending Balance

Fiscal Years Ended

January 28,
2023

January 29,
2022

(in thousands)

8,937 $

750

261

(6,322)

—

8,060

1,155

(317)

(28)

3,626 $

8,937

Unrecognized tax benefits of $3.3 million, excluding accrued interest and penalties, at January 28, 2023 would affect the

Company’s effective tax rate in future periods, if recognized. The Company does not expect to reverse reserves for
unrecognized tax benefits in the next 12 months as a result of settlements with taxing authorities or the expiration of statutes of
limitations.

The Company accrues interest and penalties related to unrecognized tax benefits as part of the provision for income

taxes. At January 28, 2023 and January 29, 2022, accrued interest and penalties of $0.4 million and $0.5 million, respectively,
were included in unrecognized tax benefits. Interest, penalties, and reversals thereof, net of taxes, amounted to a benefit of $0.1
million in Fiscal 2022 and expense of $0.3 million in Fiscal 2021.

The Company is subject to tax in the U.S. and foreign jurisdictions, including Canada and Hong Kong. The Company
files a consolidated U.S. income tax return for federal income tax purposes. The Company is no longer subject to income tax
examinations by U.S. federal, state and local or foreign tax authorities for tax years 2016 and prior.

13. RETIREMENT AND SAVINGS PLANS

401(k) Plan

The Company has adopted The Children’s Place 401(k) Savings Plan (the “401(k) Plan”), which qualifies under
Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). The 401(k) Plan is a defined contribution plan
established to provide retirement benefits for employees. The 401(k) Plan is employee funded up to an elective annual deferral
amount and also provides for Company matching contributions up to a certain percentage of the employee’s salary.

The 401(k) Plan is available for all U.S. employees of the Company. Following guidance in IRS Notice 98-52 related to
the design-based alternative, or “safe harbor,” 401(k) plan method, the Company modified its 401(k) Plan for Company match
contributions for non-highly compensated associates, as defined in the Code. For non-highly compensated associates, the
Company matches the first 3% of the participant’s contributions and 50% of the next 2% of the participant’s contributions, and
the Company match contribution vests immediately. For highly compensated associates, the Company has the discretion to
match the lesser of 50% of the participant’s contributions or 2.5% of the participant’s covered compensation and the Company
match contribution vests over five years. Due to the COVID-19 pandemic, the Company suspended the Company's portion of
the 401(k) match on June 1, 2020, which was subsequently reinstated on January 1, 2021. The Company’s matching
contributions were $4.5 million in Fiscal 2022, $3.5 million in Fiscal 2021, and $1.4 million in Fiscal 2020.

Deferred Compensation Plan

The Deferred Compensation Plan liability, excluding Company stock, was $1.3 million and $2.2 million at January 28,

2023 and January 29, 2022, respectively. The value of the assets held in the rabbi trust was $1.3 million and $2.2 million at
January 28, 2023 and January 29, 2022, respectively. The cost of the Company’s stock repurchased was $3.7 million and $3.4
million at January 28, 2023 and January 29, 2022, respectively.

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Plans

Under statutory requirements, the Company contributes to retirement plans for its operations in Canada, Puerto Rico, and

Asia. Contributions under these plans were $0.6 million, $0.6 million, and $0.7 million in Fiscal 2022, Fiscal 2021, and Fiscal
2020, respectively.

14. SEGMENT INFORMATION

In accordance with FASB ASC 280—Segment Reporting, the Company reports segment data based on geography: The

Children’s Place U.S. and The Children’s Place International. Each segment includes an e-commerce business located
at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com. Included in The Children’s
Place U.S. segment are the Company’s U.S. and Puerto Rico-based stores and revenue from the Company’s U.S.-based
wholesale business. Included in The Children’s Place International segment are the Company’s Canadian-based stores, revenue
from the Company’s Canadian-based wholesale business, and revenue from international franchisees. The Company measures
its segment profitability based on operating income, defined as income before interest and taxes. Net sales and direct costs are
recorded by each segment. Certain inventory procurement functions, such as production and design, as well as corporate
overhead, including executive management, finance, real estate, human resources, legal, and information technology services,
are managed by The Children’s Place U.S. segment. Expenses related to these functions, including depreciation and
amortization, are allocated to The Children’s Place International segment based primarily on net sales. The assets related to
these functions are not allocated. The Company periodically reviews these allocations and adjusts them based upon changes in
business circumstances. Net sales to external customers are derived from merchandise sales, and the Company has no
customers that individually account for more than 10% of its net sales. As of January 28, 2023, The Children’s Place U.S.
had 540 stores and The Children’s Place International had 73 stores. As of January 29, 2022, The Children’s Place U.S.
had 589 stores and The Children’s Place International had 83 stores.

The following tables provide segment level financial information for Fiscal 2022, Fiscal 2021, and Fiscal 2020:

January 28,
2023

Fiscal Years Ended

January 29,
2022

(in thousands)

January 30,
2021

Net sales:

The Children’s Place U.S.
The Children’s Place International (1)

Total net sales

Operating income (loss):

The Children’s Place U.S.
The Children’s Place International
Total operating income (loss)

Operating income (loss) as a percentage of net sales:

The Children’s Place U.S.
The Children’s Place International

Total operating income (loss) as a percentage of net sales

Depreciation and amortization:

The Children’s Place U.S.
The Children’s Place International

Total depreciation and amortization

Capital expenditures:

The Children’s Place U.S.
The Children’s Place International

Total capital expenditures

$ 1,533,934 $ 1,723,887 $ 1,372,079
150,519
$ 1,708,482 $ 1,915,364 $ 1,522,598

174,548

191,477

(8,781) $
7,251
(1,530) $

253,419 $ (196,565)
(3,350)
22,229
275,648 $ (199,915)

(0.6) %
4.2 %
(0.1) %

14.7 %
11.6 %
14.4 %

47,612
3,852
51,464

44,970
607
45,577

53,984
4,433
58,417

28,551
756
29,307

(14.3) %
(2.2) %
(13.1) %

61,074
5,331
66,405

29,955
630
30,585

Table of Contents

THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

____________________________________________

(1)

Net sales from The Children’s Place International are primarily derived from Canadian operations. The Company’s foreign subsidiaries, primarily in
Canada, have operating results based in foreign currencies and are thus subject to the fluctuations of the corresponding translation rates into U.S. dollars.

Total assets:

The Children’s Place U.S.
The Children’s Place International

Total assets

Geographic Information

The Company’s long-lived assets were located in the following countries:

Long-lived assets (1):

United States

Canada

Asia

Total long-lived assets

January 28,
2023

January 29,
2022

(in thousands)

951,401
922,120 $
64,161
86,059
986,281 $ 1,037,460

January 28,
2023

January 29,
2022

(in thousands)

377,388 $

415,548

9,883

451

16,868

397

387,722 $

432,813

____________________________________________

(1)

The Company’s long-lived assets are comprised of net Property and equipment, ROU assets, Tradenames, and Other assets.

Table of Contents

(a)(3) Exhibits.

Exhibit

Description

3.1

3.2

4.1(1)

4.2(1)

4.3

10.1

10.2

10.3

10.4

10.5

10.6

10.7(*)

10.8(*)

10.9

10.10

10.11(*)

10.12

10.13(*)

Amended and Restated Certificate of Incorporation of the Company dated May 31, 2016 filed as Exhibit
3.1 to the registrant’s Current Report on Form 8-K filed on June 7, 2016 is incorporated by reference
herein.

Sixth Amended and Restated By-Laws of the Company filed as Exhibit 3.2 to the registrant’s Form 8-K
filed on June 7, 2016, is incorporated by reference herein.
Form of Certificate for Common Stock of the Company filed as an exhibit to the registrant’s Registration
Statement No. 333-31535 on Form S-1, is incorporated by reference herein.
Amended Form of Certificate for Common Stock of the Company filed as Exhibit 4.2 to the registrant’s
Annual Report on Form 10-K for the period ended January 28, 2017, is incorporated by reference herein.
Description of capital stock of the Company filed as Exhibit 4.3 to the registrant’s Annual Report on
Form 10-K for the period ended February 1, 2020, is incorporated by reference herein.
Lease Agreement as of August 12, 2003 between Orlando Corporation and The Children’s Place
(Canada), LP, together with Indemnity Agreement as of August 12, 2003 between the Company and
Orlando Corporation, together with Surrender of Lease as of August 12, 2003 between the Company and
Orlando Corporation and Orion Properties Ltd. (Canadian Distribution Center) filed as Exhibit 10.2 to the
registrant’s Quarterly Report on Form 10-Q for the period ended November 1, 2003, is incorporated by
reference herein.

Form of Indemnity Agreement between the Company and certain members of management and the Board
of Directors filed as Exhibit 10.7 to registrant’s Quarterly Report on Form 10-Q for the period ended
August 2, 2008, is incorporated by reference herein.

Lease Agreement between The Children’s Place Services Company, LLC and 500 Plaza Drive Corp.
effective as of March 12, 2009 (500 Plaza Drive), Secaucus, New Jersey filed as Exhibit 10.67 to the
registrant’s Annual Report on Form 10-K for the period ended January 31, 2009, is incorporated by
reference herein.

Guaranty between the Company and 500 Plaza Drive Corp. effective as of March 12, 2009 filed as
Exhibit 10.68 to the registrant’s Annual Report on Form 10-K for the period ended January 31, 2009, is
incorporated by reference herein.

The First Lease Modification Agreement, dated as of August 27, 2009, between The Children’s Place
Services Company, LLC and 500 Plaza Drive Corp. filed as Exhibit 10.3 to the Registrant’s Quarterly
Report on Form 10-Q for the period ended August 1, 2009, is incorporated by reference herein.

The Company Nonqualified Deferred Compensation Plan effective January 1, 2010 filed as Exhibit 10.82
to the registrant’s Annual Report on Form 10-K for the period ended January 30, 2010, is incorporated by
reference herein.

Amended and Restated Employment Agreement, dated as of March 28, 2011, by and between the
Company and Jane T. Elfers filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for
the quarterly period ended April 30, 2011, is incorporated by reference herein.

Amendment No. 1 as of March 23, 2012 to Amended and Restated Employment Agreement dated as of
March 28, 2011, by and between the Company and Jane T. Elfers filed as Exhibit 10.31 to the
Registrant’s Annual Report on Form 10-K for the period ended January 28, 2012, is incorporated by
reference herein.

Form of Amended and Restated Change in Control Agreement filed as Exhibit 10.41 to the registrant’s
Annual Report on Form 10-K for the period ended January 29, 2011, is incorporated by reference herein.

Agreement dated May 22, 2015, by and among The Children’s Place, Inc., Macellum SPV II, LP,
Barington Companies Equity Partners, L.P., Jonathan Duskin, James A. Mitarotonda, certain of their
affiliates listed on Schedule A to the Agreement, and Robert L. Mettler filed as Exhibit 10.1 to the
registrant’s Current Report on Form 8-K filed on May 29, 2015, is incorporated by reference herein.

The Company Profit Sharing/401(k) Plan Adoption Agreement No.#001 for use with Fidelity Basic Plan
Document No. 17 entered into by the Company and Fidelity Management Trust Company on September
11, 2015 as filed as Exhibit 10.28 to the registrant’s Annual Report on Form 10-K for the period ended
January 30, 2016, is incorporated by reference herein.
The Children’s Place, Inc. Fourth Amended and Restated 2011 Equity Incentive Plan filed as Annex B to
the registrant’s Definitive Proxy Statement on Schedule 14A filed on April 2, 2021, is incorporated by
reference herein.

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive
Plan (Senior Vice President & above) filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form
10-Q for the period ended May 4, 2019, is incorporated by reference herein.

Table of Contents

Exhibit

10.14(*)

10.15(*)

10.16(*)

10.17

10.18

10.19

10.20

10.21

10.22(*)

10.23

10.24(*)

10.25(*)

10.26(*)

Description

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive
Plan (below Senior Vice President) filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-
Q for the period ended May 4, 2019, is incorporated by reference herein.

Letter Agreement dated February 13, 2019 between The Children’s Place Services Company, LLC and
Claudia Lima-Guinehut filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the
period ended May 4, 2019, is incorporated by reference herein.
Amended and Restated Credit Agreement, dated as of May 9, 2019, by and among the Company and The
Children’s Place Services Company, LLC, as borrowers, The Children’s Place (International), LLC, The
Children’s Place Canada Holdings, Inc., the childrensplace.com, inc., TCP IH II, LLC, TCP International
IP Holdings, LLC and TCP International Product Holdings, LLC, as guarantors, Wells Fargo Bank,
National Association (successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent
and Collateral Agent, L/C Issuer, Swing Line Lender and as a lender and Bank of America, N.A., HSBC
Bank USA, N.A. and JPMorgan Chase Bank, N.A., as lenders, filed as Exhibit 10.5 to the registrant’s
Quarterly Report on Form 10-Q for the period ended May 4, 2019, is incorporated by reference herein.
First Amendment to Amended and Restated Credit Agreement, dated April 24, 2020, by and among the
Company and The Children's Place Services Company, LLC, as borrowers, The Children's Place
(International), LLC, The Children's Place Canada Holdings, Inc., the childrensplace.com, inc., TCP IH
II, LLC, TCP International IP Holdings, LLC and TCP International Product Holdings, LLC, as
guarantors, Wells Fargo Bank, National Association (successor by merger to Wells Fargo Retail Finance,
LLC), as Administrative Agent and Collateral Agent, L/C Issuer, Swing Line Lender and as a lender and
HSBC Bank USA, N.A. and JPMorgan Chase Bank, N.A., as lenders, filed as Exhibit 10.1 to the
registrant’s Quarterly Report on Form 10-Q for the period ended May 2, 2020, is incorporated by
reference herein.
Joinder and Second Amendment to Amended and Restated Credit Agreement and Other Loan
Documents, dated as of October 5, 2020, among the Company, the Borrowers identified on Schedule I
thereto, TCP Brands, LLC, TCP Investment Canada I Corp., collectively, the New Guarantors, the
Guarantors identified on Schedule II thereto, the Lenders and Wells Fargo Bank, National Association
(successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent and Collateral
Agent, L/C Issuer, Swing Line Lender and as a lender, filed as Exhibit 4.2 to the registrant’s Current
Report on Form 8-K filed on October 6, 2020, is incorporated by reference herein.
Third Amendment to Amended and Restated Credit Agreement, dated as of April 23, 2021, by and
among the Company, the Borrowers identified on Schedule I thereto, the Guarantors identified on
Schedule II thereto, the Lenders and Wells Fargo Bank, National Association (successor by merger to
Wells Fargo Retail Finance, LLC), as Administrative Agent, Collateral Agent, L/C Issuer, and Swing
Line Lender filed as Exhibit 10.23 to the registrant’s Annual Report on Form 10-K for the period ended
January 29, 2022, is incorporated by reference herein.
Joinder and Fourth Amendment to Amended and Restated Credit Agreement and Other Loan Documents,
dated as of November 15, 2021, among the Company, the Borrowers identified on Schedule I thereto,
TCP Brands, LLC, The Children’s Place International, LLC, collectively the New Borrowers, the
Guarantors identified on Schedule II thereto, the Lenders and Wells Fargo Bank, National Association, as
Administrative Agent, Collateral Agent, L/C Issuer, Swing Line Lender and Term Agent, filed as Exhibit
10.4 to the registrant’s Quarterly Report on Form 10-Q for the period ended October 30, 2021, is
incorporated by reference herein.
Asset Purchase Agreement, dated March 1, 2019, by and among TCP Brands, LLC, as buyer, and
Gymboree Group, Inc. and its subsidiaries, as sellers, filed as Exhibit 10.6 to the registrant’s Quarterly
Report on Form 10-Q for the period ended May 4, 2019, is incorporated by reference herein.

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive
Plan (Senior Vice President & above), filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form
10-Q for the period ended May 2, 2020, is incorporated by reference herein.
The Fifth Lease Modification Agreement, dated as of January 29, 2021, by and between The Children’s
Place Services Company, LLC and Hancock S-REIT SECA LLC filed as Exhibit 10.24 to the registrant’s
Annual Report on Form 10-K for the period ended January 30, 2021, is incorporated by reference herein.
Form of Performance-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive
Plan (Senior Vice President & above) filed as Exhibit 10.25 to the registrant’s Annual Report on Form
10-K for the period ended January 30, 2021, is incorporated by reference herein.
Form of Time-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Plan
(Senior Vice President & above) filed as Exhibit 10.29 to the registrant’s Annual Report on Form 10-K
for the period ended January 29, 2022, is incorporated by reference herein.

Letter Agreement dated July 21, 2021 between The Children’s Place Services Company, LLC and Jared
Shure filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the period ended July
31, 2021, is incorporated by reference herein.

Table of Contents

Exhibit

10.27(*)

21.1(+)

23.1(+)

31.1(+)

31.2(+)

32(+)

101.SCH*

101.CAL*

101.DEF*

101.LAB*
101.PRE*

Description

Letter Agreement dated October 16, 2022 between The Children’s Place Services Company, LLC and
Sheamus Toal filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the period
ended October 29, 2022, is incorporated by reference herein.
Subsidiaries of the Company.

Consent of Independent Registered Public Accounting Firm Ernst & Young, LLP.

Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Certificate of Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the
Sarbanes Oxley Act of 2002.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
XBRL Taxonomy Extension Schema.

XBRL Taxonomy Extension Calculation Linkbase.

XBRL Taxonomy Extension Definition Linkbase.

XBRL Taxonomy Extension Label Linkbase.
XBRL Taxonomy Extension Presentation Linkbase.

________________________________________

(1) Exhibit numbers are identical to the exhibit numbers incorporated by reference to such registration statement.

(*) Compensation Arrangement.

(+) Filed herewith.

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange
Act of 1934 and otherwise are not subject to liability.

(b) Exhibits. The exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated by reference.

All other financial statement schedules are omitted from this Annual Report on Form 10-K, as they are not required or

applicable or the required information is included in the financial statements or notes thereto.

ITEM 16.

FORM 10-K SUMMARY.

Omitted at registrant’s option.

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 report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE CHILDREN’S PLACE, INC.

By:

/S/ Jane T. Elfers
Jane T. Elfers

Chief Executive Officer and President
(Principal Executive Officer)

March 28, 2023

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this 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/ Norman Matthews

Chairman of the Board

March 28, 2023

Norman Matthews

/S/ Jane T. Elfers
Jane T. Elfers

Director, Chief Executive Officer and President March 28, 2023
(Principal Executive Officer)

/S/ Sheamus Toal
Sheamus Toal

/S/ Joseph Alutto

Joseph Alutto

Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)

March 28, 2023

Director

March 28, 2023

/S/ John E. Bachman

Director

John E. Bachman

March 28, 2023

/S/ Marla Beck

Marla Beck

Director

March 28, 2023

/S/ Elizabeth Boland

Director

Elizabeth Boland

/S/ John A. Frascotti

Director

John A. Frascotti

/S/ Tracey Griffin

Tracey Griffin

/S/ Katherine Kountze
Katherine Kountze

/S/ Debby Reiner

Debby Reiner

Director

March 28, 2023

Supplement*

The Children’s Place, Inc.

Board of Directors and Executive Officers †

Board of Directors

Executive Officers

Jane T. Elfers
Chief Executive Officer and President

Sheamus Toal
Senior Vice President, Chief Financial Officer

Claudia Lima-Guinehut
Senior Vice President, Global Merchandising and
Strategic Partnerships

Jared Shure
Senior Vice President, General Counsel and
Corporate Secretary

Norman Matthews
(Chairman of the Board)
Retired; formerly President of Federated Department
Stores

Jane T. Elfers
Chief Executive Officer and President,
The Children’s Place, Inc.

Joseph Alutto, Dr.
Distinguished Professor of Organizational Behavior -
Emeritus, The Ohio State University

John E. Bachman
Retired; formerly Operations Leader of U.S.
Assurance Practice at PricewaterhouseCoopers, LLP
and formerly a partner at the firm

Marla Beck
Formerly Chief Executive Officer of Bluemercury,
Inc.

Elizabeth Boland
Chief Financial Officer of Bright Horizons Family
Solutions Inc.

John A. Frascotti
Formerly Special Advisor and President and Chief
Operating Officer of Hasbro, Inc.

Tracey R. Griffin
Formerly Chief Financial Officer and Chief
Operating Officer of Framebridge, Inc.

Katherine Kountze
Vice President and Global Chief Information Officer
of Bose Corporation

Debby Reiner
Formerly President, Global Clients at Grey Global
Group

* This document, together with the Annual Report on Form 10-K for the fiscal year ended January 28, 2023,

constitutes our 2022 Annual Report to Stockholders.

† As of March 28, 2023