8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 15, 2010

Date of Report (Date of earliest event reported)

THE GYMBOREE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-21250	94-2615258
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
of Incorporation)		Identification No.)
500 Howard Street, San Francisco, CA		94105
(Address of principal executive offices)		(Zip Code)
(415) 278-7000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                      Results of Operations and Financial Condition.

On November 15, 2010, The Gymboree Corporation issued an earnings release announcing its financial results for the third fiscal quarter ended October 30, 2010.  A copy of the press release is attached hereto as Exhibit 99.1.  The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release.

Item 9.01                      Financial Statements and Exhibits.

              (d)Exhibits.

Exhibit No. Description

  99.1  Earnings release of The Gymboree Corporation issued November 15, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GYMBOREE CORPORATION
Dated:  November 15, 2010	By:	/s/ JEFFREY P. HARRIS
		Name:  Jeffrey P. Harris
		Title:   Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings release of The Gymboree Corporation issued November 15, 2010.

EX-99.1

EXHIBIT 99.1

Investor Relations contact:

Jeffrey P. Harris

Tel: 415-278-7933

investor_relations@gymboree.com

Media Relations contact:

Mark Mizicko

Tel : 415-278-7503

media_relations@gymboree.com

The Gymboree Corporation Reports Third Quarter 2010 Results

San Francisco, Calif., November 15, 2010 – The Gymboree Corporation (NASDAQ: GYMB) today reported earnings of $34.4 million or $1.26 per diluted share for the third fiscal quarter ended October 30, 2010.  This compares to earnings of $34.8 million or $1.15 per diluted share for the same period of the prior year.  Excluding $3.5 million of transaction-related expenses, earnings per diluted share for the third fiscal quarter was $1.33.

Net sales from retail operations for the fiscal quarter ended October 30, 2010, totaled $276.6 million, a 4% increase from $265.6 million in net sales from retail operations for the third fiscal quarter of the prior year.  As previously reported, comparable store sales from retail operations for the third fiscal quarter decreased 4% versus the same period last year.  Total net sales for the third fiscalquarter were $280.9 million, an increase of 4% compared to total net sales of $269.1 million for the third fiscal quarter last year.  Excluding the impact of transaction-related expenses, operating margins increased to 21.4% of sales versus 21.0% in the third quarter of the prior year.

“We are pleased to continue to report higher operating margins after excluding the impact of transaction-related expenses,” said Matthew McCauley, Chairman and Chief Executive Officer.  “Our strategy of leveraging existing infrastructure across a multi-brand portfolio, coupled with the strong performance of Crazy 8, has served as the catalyst for our continued margin improvement.  Looking ahead, we plan to build on our success with the Crazy 8 brand and expect to roll out an additional 80 stores in 2011.”

Management Presentation

The broadcast of the discussion of third quarter 2010 earnings results will be available to interested parties at 5:00 a.m. PT (8:00 a.m. ET) on Monday, November 15, 2010.  To listen to the broadcast over the Internet, please log on to www.gymboree.com, go to “About Us” at the bottom of the page, go to “Investors & Media,” and then “Conference Calls & Webcasts.”  The call will be available through midnight ET, Monday, November 22, 2010, at 800-642-1687, passcode 54962970, as well as archived on our website at the same location as the live webcast.

About The Gymboree Corporation

The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of October 30, 2010, the Company operated a total of 1,049 retail stores: 636 Gymboree® stores (595 in the United States, 37 in Canada, 2 in Australia and 2 in Puerto Rico), 148 Gymboree Outlet stores, 122 Janie and Jack® shops and 143 Crazy 8® stores in the United States. The Company also operates online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com, and offers directed parent-child developmental play programs at 672 franchised and Company-operated Gymboree Play & Music® centers in the United States and 33 other countries.

Forward-Looking Statements

The foregoing financial information for the third fiscal quarter ended October 30, 2010, is unaudited and subject to quarter-end and year-end adjustment.  The foregoing paragraphs contain forward-looking statements relating to The Gymboree Corporation’s anticipated sales growth and future financial performance. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results could vary materially as a result of a number of factors, including high levels of unemployment and consumer debt, volatility in the financial markets, general economic conditions, customer reactions to new merchandise, service levels and new concepts, success in meeting our delivery targets, the level of our promotional activity, our gross margin achievement, our ability to appropriately manage inventory, effects of future embargos from countries used to source product, and competitive market conditions. Other factors that may cause actual results to differ materially include those set forth in the reports that we file from time to time with the Securities and Exchange Commission, including our annual report on Form 10-K for the year-ended January 30, 2010. These forward-looking statements reflect The Gymboree Corporation’s expectations as of November 15, 2010.  The Gymboree Corporation undertakes no obligation to update the information provided herein.

Gymboree, Janie and Jack, Crazy 8, and Gymboree Play & Music are registered trademarks of The Gymboree Corporation.

###

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share and operating data)
(Unaudited)
	13 Weeks Ended			13 Weeks Ended			39 Weeks Ended			39 Weeks Ended
	October 30,			October 31,			October 30,			October 31,
	2010			2009			2010			2009
Net sales:
Retail	$	276,585		$	265,596		$	746,073		$	705,836
Play & Music		4,265			3,485			10,351			9,513
Total net sales		280,850			269,081			756,424			715,349
Cost of goods sold, including
buying and occupancy expenses		(142,046	)		(131,973	)		(390,549	)		(375,484	)
Gross profit		138,804			137,108			365,875			339,865
Selling, general and administrative expenses		(82,102	)		(80,689	)		(241,515	)		(229,843	)
Operating income		56,702			56,419			124,360			110,022
Other income		47			159			179			668
Income  before income taxes		56,749			56,578			124,539			110,690
Income tax expense		(22,353	)		(21,823	)		(48,703	)		(41,966	)
Net income	$	34,396		$	34,755		$	75,836		$	68,724
Net income per share:
Basic	$	1.30		$	1.20		$	2.77		$	2.40
Diluted	$	1.26		$	1.15		$	2.68		$	2.31
Weighted average shares outstanding:
Basic		26,400			28,952			27,382			28,684
Diluted		27,355			30,093			28,291			29,801
Operating Data:
Stores Open at the Beginning of the Period		1,019			926			953			886
New Stores		30			25			99			65
Closed Stores		-			-			(3	)		-
Stores Open at the End of the Period		1,049			951			1,049			951
Gross Store Square Footage		2,097,000			1,866,000			2,097,000			1,866,000
Merchandise Inventories per Square Foot	$	82		$	77		$	82		$	77
Supplemental Financial Information:
Depreciation and amortization	$	10,169		$	9,285		$	29,712		$	27,463
Interest income, net	$	19		$	43		$	65		$	464
Stock-based compensation	$	4,013		$	4,442		$	12,551		$	12,793

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
	October 30,		January 30,		October 31,
	2010		2010		2009
Current Assets
Cash and cash equivalents	$	176,835	$	257,672	$	212,107
Accounts receivable		18,777		9,911		14,500
Merchandise inventories		171,191		121,133		144,559
Prepaid expenses and deferred taxes		19,697		19,778		17,431
Total current assets		386,500		408,494		388,597
Property and Equipment, net		218,274		205,461		208,627
Deferred Taxes and Other Assets		21,051		22,175		20,130
Total Assets	$	625,825	$	636,130	$	617,354
Current Liabilities
Accounts payable	$	55,775	$	46,470	$	47,409
Accrued liabilities		70,776		69,295		64,975
Income tax payable		624		5,381		3,559
Total current liabilities		127,175		121,146		115,943
Long Term Liabilities
Lease incentives and other liabilities		80,630		76,231		75,423
Stockholders' Equity		418,020		438,753		425,988
Total Liabilities and Stockholders' Equity	$	625,825	$	636,130	$	617,354