What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-13 compared with 2022-03-16 · 272 added, 382 removed, 1313 unchanged (33% of the section changed)

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Report of Independent Registered Public Accounting Firm

Consolidated Statements of Income (Loss) for the fiscal years ended January 29, 2022, January 30, 2021 and February 2, 2019

Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended January 29, 2022, January 30, 2021 and February 2, 2019

Consolidated Statements of Income (Loss) 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 Balance Sheets as of January 28, 2023 and January 29, 2022

Consolidated Statements of Cash Flows for the fiscal years ended January 29, 2022, January 30, 2021 and February 2, 2019

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

Consolidated Statements of Stockholders’

Equity for the fiscal years ended January 29, 2022, January 30, 2021 and February 2, 2019

Notes to Consolidated Financial Statements for the fiscal years ended January 29, 2022, January 30, 2021 and February 2, 2019

Equity for the fiscal years ended January 28, 2023, January 29, 2022 and January 30, 2021

Notes to Consolidated Financial Statements for the fiscal years ended January 28, 2023, January 29, 2022 and January 30, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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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 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.

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Our audit procedures related to the timing of markdowns taken included the following, among others:

We tested the effectiveness of controls over inventory valuation, specifically those over the determination and execution of markdowns.

We tested the design and operating effectiveness of controls over inventory valuation, specifically those over the determination and execution of markdowns.

We made a selection of markdowns recorded throughout the year to test the accuracy and timeliness of markdowns taken.

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/s/ Deloitte & Touche LLP

Parsippany, New Jersey

New York, New York

March 13, 2023

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Interest rate derivative contracts:

Net unrealized gains (losses) arising during the period

Net unrealized gain (loss) arising during the period

Net reclassification into earnings during the period

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Restricted cash and cash equivalents

Accounts receivable —

net of allowance for doubtful accounts of $ 3,305 and $ 4,855 , respectively

Accounts receivable—net of allowance for doubtful accounts of $ 1,252 and $ 3,305 , respectively

Merchandise inventories

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Additional paid-in-capital

Accumulated earnings (deficit)

Accumulated other comprehensive loss

Accumulated earnings

Accumulated other comprehensive income (loss)

Treasury stock, at cost

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Principal payments on long term debt—Term B-5 Loans

Proceeds from long term debt—Convertible Note

Proceeds from long term debt—Convertible Notes

Principal payment on long term debt—Convertible Notes

Proceeds from long term debt—Secured Note

Proceeds from long term debt—Secured Notes

Principal payments on long term debt—Secured Notes

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Interest paid

Income tax payments - net

Income tax (refund) payments - net

Non-cash investing and financing activities:

Shares issued to repurchase Convertible Notes

Finance lease modification

Accrued purchases of property and equipment

Acquisition of finance leases

Exchange of noncash assets

See Notes to Consolidated Financial Statements.

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Shares purchased as part of publicly announced programs

Forfeiture of restricted shares, net of issuances of 1,759 restricted shares

Vesting of restricted shares, net of forfeitures of 9,437 restricted shares

Stock based compensation

Equity component of convertible notes issuance, net of related taxes of $ 44.1 million

Unrealized losses on interest rate derivative contracts, net of related taxes of $ 4.1 million

Amount reclassified into earnings, net of related taxes of $ 2.8 million

Cumulative-effect adjustment

Balance at February 1, 2020

Balance at January 30, 2021

Stock options exercised

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Stock based compensation

Equity component of convertible notes issuance, net of related taxes of $ 44.1 million

Unrealized losses on interest rate derivative contracts, net of related taxes of $ 4.1 million

Shares issued to redeem convertible notes

Unrealized gains on interest rate derivative contracts, net of related taxes of $ 3.0 million

Amount reclassified into earnings, net of related taxes of $ 4.0 million

Adoption of ASU 2020-06

Balance at January 29, 2022

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Stock based compensation

Shares issued to redeem convertible notes

Unrealized gains on interest rate derivative contracts, net of related taxes of $ 10.1 million

Amount reclassified into earnings, net of related taxes of $ 2.0 million

Adoption of ASU 2020-06 (Note 2)

Balance at January 28, 2023

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As of January 28, 2023 , the Company operated stores under the names “Burlington Stores”

( 837 stores), “Cohoes Fashions”

( 2 stores), and “MJM Designer Shoes”

( 925 stores), and “Cohoes Fashions”

Cohoes Fashions offers products similar to those offered by Burlington Stores.

MJM Designer Shoes offers moderately priced designer and fashion shoes.

Basis of Consolidation and Presentation

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The Company defines its fiscal year as the 52 or 53-week period ending on the Saturday closest to January 31.

The fiscal years ended January 29, 2022 (Fiscal 2021), January 30, 2021 (Fiscal 2020 ) and February 1, 2020 (Fiscal 2019) each consisted of 52 weeks.

The fiscal years ended January 28, 2023 (Fiscal 2022), January 29, 2022 (Fiscal 2021 ) and January 30, 2021 (Fiscal 2020) each consisted of 52 weeks.

Use of Estimates

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While every effort is made to ensure the integrity of such estimates, actual results could differ from these estimates, and such differences could have a material impact on the Company’s Consolidated Financial Statements.

On March 11, 2020, the World Health Organization declared the novel coronavirus (known as COVID-19) outbreak to be a global pandemic.

As a result, the Company began the temporary closing of some its stores, and effective March 22, 2020, the Company made the decision to temporarily close all of its stores, distribution centers (other than processing of received inventory) and corporate offices to combat the rapid spread of COVID-19.

The Company began re-opening stores on May 11, 2020, with the majority of stores, as well as all distribution centers, re-opened by mid-June 2020, and substantially all stores re-opened by the end of the second quarter of Fiscal 2020.

In response to the COVID-19 pandemic and the temporary closing of stores, the Company provided two weeks of financial support to associates impacted by these store closures and by the shutdown of distribution centers.

The Company temporarily furloughed most store and distribution center associates, as well as some corporate associates, but continued to provide benefits to furloughed associates in accordance with its benefit plans.

In addition, the Company paid 100 % of medical benefit premiums during the period they were furloughed.

During the second quarter, the Company recalled all furloughed associates at re-opened stores, as well as corporate and distribution facilities.

In order to maintain financial flexibility during these uncertain times, the Company completed several debt transactions in the first quarter of Fiscal 2020.

Refer to Note 7, "Long Term Debt," for further discussion regarding these debt transactions.

Additionally, the Company took the following steps to further enhance its financial flexibility:

Carefully managed operating expenses, working capital and capital expenditures, including ceasing substantially all buying activities while stores were closed.

The Company subsequently resumed its buying activities, while continuing its conservative approach toward operating expenses and capital expenditures;

Negotiated rent deferral agreements with landlords, which were substantially complete as of the end of Fiscal 2021;

Temporarily suspended the Company’s share repurchase program, which resumed during the third quarter of Fiscal 2021;

The Company’s CEO voluntarily agreed to not take a salary;

the Company’s Board of Directors voluntarily forfeited their cash compensation;

the Company’s executive leadership team voluntarily agreed to decrease their salary by 50 %;

and smaller salary reductions were temporarily put in place for all associates through a certain level.

This compensation was reinstated once substantially all of the Company’s stores re-opened;

The annual incentive bonus payments related to Fiscal 2019 performance were delayed to the second quarter of Fiscal 2020, and merit pay increases for Fiscal 2020 were delayed to the third quarter of Fiscal 2020.

Due to the aging of inventory related to the temporary store closures discussed above, as well as the impact of seasonality on the Company’s merchandise, the Company recognized inventory markdown reserves of $ 271.9 million during the three month period ended May 2, 2020.

These reserves covered markdowns taken during the second quarter of Fiscal 2020.

These charges were included in “Cost of sales”

on the Company’s Consolidated Statement of Income (Loss).

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was signed into law, which provided emergency economic assistance for American workers, families and businesses affected by the COVID-19 pandemic.

As a result of amending prior returns to carry back the federal net operating loss generated on the Fiscal 2020 tax return, the Company expects to obtain a one-time tax refund of $ 245.5 million, which is included in the line item “Prepaid and other current assets”

on the Company's Consolidated Balance Sheet.

Results for Fiscal 2020 were significantly impacted by the COVID-19 pandemic.

All the Company’s stores were temporarily closed for a portion of Fiscal 2020, resulting in a sales decline and higher inventory markdowns.

These store closures did not repeat in Fiscal 2021 or Fiscal 2022.

However, certain lingering economic effects of the pandemic did continue to impact results, including supply chain disruptions.

Cash and Cash Equivalents

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Accounts Receivable

Accounts receivable consist of credit card receivables, insurance receivables and other receivables.

Accounts receivable consist of credit card receivables, insurance receivables, interest receivables, and other receivables.

Accounts receivable are recorded at net realizable value, which approximates fair value.

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Property and equipment are recorded at cost.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 20 to 40 years for buildings, depending upon the expected useful life of the facility, and 3 to 15

years for store fixtures and equipment.

Leasehold improvements are amortized over the lease term, including any reasonably assured renewal options or the expected economic life of the improvement, whichever is less.

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There were no impairment charges recorded during Fiscal 2022, Fiscal 2021 or Fiscal 2020 related to indefinite-lived intangible assets.

Finite-lived intangible assets:

Identifiable intangible assets that are subject to amortization are evaluated for impairment in accordance with Topic No.

360 using a process similar to that used to evaluate other long-lived assets as described in Note 6, “Impairment Charges.”

An impairment charge is recognized for the amount by which the carrying value exceeds the fair value of the asset.

There were no impairment charges related to finite-lived intangible assets during Fiscal 2021, Fiscal 2020, and Fiscal 2019 .

Refer to Note 6, “Impairment Charges,”

for further discussion of the Company’s measurement of impairment of long-lived assets.

Goodwill represents the excess of the acquisition cost over the estimated fair value of tangible assets and other identifiable intangible assets acquired less liabilities assumed.

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There were no impairment charges related to goodwill during Fiscal 2022, Fiscal 2021 or Fiscal 2020 .

Other assets consist primarily of landlord-owned store assets that the Company has paid for as part of its lease and deferred financing costs associated with the Company’s senior secured asset-based revolving credit facility (the ABL Line of Credit).

Other assets consist primarily of landlord-owned store assets that the Company has paid for as part of its lease, deferred financing costs associated with the Company’s senior secured asset-based revolving credit facility (the ABL Line of Credit), and the fair value of derivative contracts.

Landlord-owned assets represent leasehold improvements at certain stores for which the Company has paid and derives a benefit, but the landlord has retained title.

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Fiscal Years Ended

Subleased rental income, PLCC and other

Private Label Credit Card

Subleased rental income and other

The Company has a private label credit card program, in which customers earn reward points for purchases made using the card.

The Company reduces net sales for the dollar value of any points earned at the time of the initial transaction, and subsequently recognizes net sales at the time the points are redeemed or expired.

The Company receives royalty revenue based on a percentage of all purchases made on the card, which is recognized at the time of the initial transaction.

The Company receives royalty revenue based on a percentage of all purchases made on the card, which is recognized within net sales at the time of the initial transaction.

The Company also receives a fee for each card activated.

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to be sustained upon examination by the relevant taxing authority, based on the technical merits of the position.

The tax benefits recognized in the Company’s Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

realized upon ultimate resolution.

The Company records interest and penalties related to unrecognized tax benefits as part of income taxes.

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The Company leases store locations, distribution centers and office space used in its operations.

Beginning in Fiscal 2019, as a result of adopting Accounting Standards Update (ASU) 2016-02, “Leases”

(ASU 2016-02) , the Company accounts for these types of leases in accordance with ASC Topic No.

The Company accounts for these types of leases in accordance with ASC Topic No.

842, “Leases”

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The Company is an off-price retailer that offers customers a complete line of value-priced apparel, including:

women’s ready-to-wear apparel, accessories, footwear, menswear, youth apparel, baby, home, coats, beauty, toys and gifts.

women’s ready-to-wear apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats.

Sales percentage by major product category is as follows:

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Kids apparel and baby

Certain classifications have been updated in the above table compared to prior years in order to conform to the manner in which the Company manages its operations.

These updates include a shift in certain cold weather categories from apparel to accessories and

shoes, as well as in certain gifts, electronics, automotive and other miscellaneous categories from men's to home.

Prior year amounts have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

Convertible Debt

On August 5, 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”

(ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments.

The new guidance removes from GAAP the separation models for convertible debt with a cash conversion feature.

The Company elected to early adopt this ASU as of the beginning of Fiscal 2021, using the modified retrospective method of transition.

Prior periods have not been restated.

In April 2020, the Company issued $ 805.0 million of 2.25 % Convertible Senior Notes due 2025 (Convertible Notes).

As a result of adopting the guidance, the Company is no longer separating the Convertible Notes into debt and equity components, and is instead accounting for it wholly as debt.

As of the beginning of Fiscal 2021, this ASU resulted in a reduction in the line item “Additional paid-in capital”

of $ 176.0 million, net of deferred financing costs, and an increase in the line item “Long term debt”

of $ 153.0 million, which eliminated the debt discount and reallocated deferred financing costs that were previously allocated to the equity component.

The changes noted above caused a decrease in the effective interest rate on the Convertible Notes from 8.2 % to 2.8 %, resulting in a cumulative-effect adjustment to retained earnings of $ 23.0 million related to Fiscal 2020 interest expense, as well as a $ 31.3 million reduction in interest expense for Fiscal 2021.

As of the beginning of Fiscal 2021, the tax effect of adopting this guidance resulted in a $ 44.1 million increase in the line item “Additional paid-in-capital,”

a $ 38.3 million reduction in the line item “Deferred tax liabilities”

and a $ 5.9 million reduction to retained earnings.

The new guidance also requires use of the if-converted method when calculating the dilutive impact of the Convertible Notes on earnings per share.

The Company used the treasury stock method prior to adoption of the ASU.

This ASU resulted in an increase in net income as a result of the reduction of interest expense, as well as an increase in diluted shares caused by the application of the if-converted method, resulting in an increase to diluted net income per share of $ 0.29 during Fiscal 2021.

There were no other new a ccounting standards that had a material impact on the Company’s Consolidated Financial Statements and notes thereto during Fiscal 2021, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of January 29, 2022 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective.

On December 18, 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes." The purpose of this ASU is to reduce cost and complexity associated with the accounting for income taxes by removing specific exceptions to the general principles in Topic 740, Income Taxes, and by clarifying and amending certain aspects of income-tax-related guidance.

The ASU also improves financial statement preparers’

application of income tax-related guidance and simplifies GAAP for franchise taxes that are partially based on income and enacted changes in tax laws in interim periods.

This ASU became effective as of the beginning of Fiscal 2021.

Adoption of this ASU did not have a significant impact on the Company’s Consolidated Financial Statements.

There were no new accounting standards that had a material impact on the Company’s Consolidated Financial Statements during Fiscal 2022, and there were no new accounting standards or pronouncements that were issued but not yet effective as of January 28, 2023 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective.

Restricted Cash and Cash Equivalents

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Impairment charges recorded during Fiscal 2022, Fiscal 2021 and Fiscal 2020 amounted to $ 21.4 million, $ 7.7 million and $ 6.0 million, respectively.

Impairment charges are primarily related to declines in revenues and operating results of the respective stores.

Impairment charges are primarily related to sales of owned properties in Fiscal 2022, as well as declines in revenues and operating results of certain stores in Fiscal 2022, Fiscal 2021, and Fiscal 2020.

Impairment charges during these periods related to the following:

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Operating lease assets

The Company recorded impairment charges related to store-level assets for nine stores during Fiscal 2021 , 14 stores during Fiscal 2020 , and two stores, as well as the online store, during Fiscal 2019.

The Company recorded impairment charges related to store-level assets for 16 stores during Fiscal 2022, nine stores during Fiscal 2021 , and 14 stores during Fiscal 2020.

Long-lived assets are measured at fair value on a non-recurring basis for purposes of calculating impairment using the fair value hierarchy of ASC Topic No.

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The fair value of the Company’s long-lived assets is calculated us ing a discounted cash-flow model that used level 3 inputs.

In calculating future cash flows, the Company makes estimates regarding future operating results and market rent rates, based on its experience and knowledge of market factors in which the retail location is located.

During Fiscal 2021 and Fiscal 2020, the assets impaired had a remaining carrying value after impairments of $ 63.4 million and $ 30.5 million, respectively, primarily related to the right-of-use assets.

In calculating future cash flows, the Company makes estimates regarding future operating results and market rent rates, based on its experience and knowledge of market factors in which the retail

location is located.

The assets impaired had a remaining carrying value after impairments of $ 99.0 million, $ 63.4 million, and $ 30.5 million during Fiscal 2022, Fiscal 2021, and Fiscal 2020, respectively, primarily related to the right-of-use assets.

Long Term Debt

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Senior secured term loan facility (Term B-6 Loans), LIBOR (with a floor of 0.00 %) plus 2.00 %, matures on June 24, 2028

Senior secured term loan facility (Term B-5 Loans), LIBOR (with a floor of 0.00 %) plus 1.75 %, repaid in full on June 24, 2021

Convertible senior notes, 2.25 %, matures on April 15, 2025

$ 300,000 senior secured notes, 6.25 %, redeemed in full on June 11, 2021

$ 650,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, matures on December 22, 2026

ABL senior secured revolving facility, SOFR plus spread based on average outstanding balance, matures on December 22, 2026

Finance lease obl igations

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Term Loan Facility

On February 24, 2011, the Company entered into a senior secured term loan facility (the Term Loan Facility).

The Term Loan Facility was issued pursuant to a credit agreement (Term Loan Credit Agreement), dated February 24, 2011, among Burlington Coat Factory Warehouse Corporation, an indirect subsidiary of the Company (BCFWC), the guarantors signatory thereto, and JPMorgan

Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto, J.P.

Morgan Securities LLC and Goldman Sachs Lending Partners LLC, as joint bookrunners, and J.P.

Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint arrangers, governing the terms of the Term Loan Facility.

On February 26, 2020, the Company entered into Amendment No.

8 (the Eighth Amendment) to the Term Loan Credit Agreement governing its Term Loan Facility.

The Eighth Amendment, among other things, reduced the interest rate margins applicable to the Term Loan Facility from 1.00 % to 0.75 %, in the case of prime rate loans, and from 2.00 % to 1.75 %, in the case of LIBOR loans, with the LIBOR floor remaining at 0.00 %.

In connection with the execution of the Eighth Amendment, the Company incurred fees of $ 1.1 million, primarily related to legal and placement fees, which were recorded in the line item “Costs related to debt issuances and amendments”

in the Company’s Consolidated Statement of Income (Loss).

Additionally, the Company recognized a non-cash loss on the extinguishment of debt of $ 0.2 million, representing the write-off of unamortized deferred financing costs and original issue discount, which was recorded in the line item “Loss on extinguishment of debt”

in the Company’s Consolidated Statement of Income (Loss).

On June 24, 2021, BCFWC entered into Amendment No.

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Convertible Notes

On April 16, 2020, the Company issued $ 805.0 million of Convertible Notes.

On April 16, 2020, the Company issued $ 805.0 million of its 2.25 % Convertible Senior Notes due 2025 (Convertible Notes).

The Convertible Notes are general unsecured obligations of the Company.

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The Convertible Notes will mature on April 15, 2025 , unless earlier converted, redeemed or repurchased.

During the third quarter of Fiscal 2021, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

(ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments.

The Company elected to early adopt this ASU as of the beginning of Fiscal 2021, using the modified retrospective method of transition.

As a result of adopting the guidance, the Company is no longer separating the Convertible Notes into debt and equity components, and is instead accounting for it wholly as debt.

Prior periods have not been

During the second half of Fiscal 2021, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

Under the terms of the exchange agreements, the holders exchanged $ 232.7 million in aggregate principal amount of Convertible Notes held by them for a combination of an aggregate of $ 199.8 million in cash and 513,991 shares of the Company's common stock.

During the fourth quarter of Fiscal 2021, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

Under the terms of these exchange agreements, the holders exchanged $ 72.3 million in aggregate principal amount of Convertible Notes held by them for $ 109.0 million in cash.

These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 124.6 million in Fiscal 2021.

Subsequent to January 29, 2022 (March 15, 2022), the Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

Under the terms of the exchange agreements, the holders have agreed to exchange $ 55.6 million in aggregate principal amount of Convertible Notes held by them for an amount in cash to be calculated based on the volume-weighted average price of the Company’s common stock over a two-day measurement period beginning on March 16, 2022.

These exchange transactions are expected to close on March 21, 2022, subject to the satisfaction of customary closing conditions.

During the first quarter of Fiscal 2022, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

Under the terms of the exchange agreements, the holders exchanged $ 64.6 million in aggregate principal amount of Convertible Notes held by them for $ 78.2 million in cash.

These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 14.7 million and $12 4.6 million during Fiscal 2022 and Fiscal 2021, respectively.

Subsequent to January 28, 2023 (March 7, 2023), the Company entered into separate, privately negotiated exchange agreements with certain holders of its Convertible Notes.

Under the terms of the exchange agreements, the holders have agreed to exchange $ 110.3 million in aggregate principal amount of Convertible Notes held by them for $ 133.3 million in cash.

Prior to the close of business on the business day immediately preceding January 15, 2025, the Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods.

Thereafter, the

Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

Thereafter, the Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The Convertible Notes have an initial conversion rate of 4.5418 shares per $ 1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $ 220.18 per share of the Company’s common stock), subject to adjustment if certain events occur.

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In connection with certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate event or during the relevant redemption period for such Convertible Notes.

The Convertible Notes contain a cash conversion feature, and as a result, the Company initially separated it into liability and equity components.

The Company valued the liability component based on its borrowing rate for a similar debt instrument that does not contain a conversion feature.

The equity component, which was recognized as a debt discount, was valued as the difference between the face value of the Convertible Notes and the fair value of the liability component.

As a result of adopting ASU 2020-06, the Company is no longer separating the Convertible Notes into debt and equity components, and is instead accounting for it wholly as debt.

In connection with the Convertible Notes issuance, the Company incurred deferred financing costs of $ 21.0 million, primarily related to fees paid to the bookrunners of the offering, as well as legal, accounting and rating agency fees.

These costs were initially allocated on a pro rata basis, with $ 16.4 million allocated to the debt component and $ 4.6 million allocated to the equity component.

As a result of adopting ASU 2020-06, all unamortized deferred financing costs related to the Convertible Notes are now allocated to debt.

Prior to adoption of ASU 2020-06, the debt discount and the debt portion of the deferred costs were being amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 8.2 %.

The effective interest rate after adoption of ASU 2020-06 is 2.8 %.

The effective interest rate is 2.8 %.

The Convertible Notes consist of the following components as of the dates indicated:

(in thousands)

Liability component:

Unamortized debt discount

Unamortized deferred debt costs

Net carrying amount

Equity component, net

Interest expense related to the Convertible Notes consists of the following as of the periods indicated:

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January 29, 2022

February 1, 2020

January 30, 2021

Coupon interest

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and BCFWC’s subsidiaries that guarantee the loans under the Term Loan Facility.

In connection with the Secured Notes issuance, the Company incurred deferred financing costs of $ 7.9 million, primarily related to fees paid to the bookrunners of the offering, as well as legal fees.

These costs are being amortized to interest expense over the term of the Secured Notes.

The Company incurred additional costs of $ 2.5 million, primarily related to legal fees, which are recorded in the line item, “Costs related to debt issuances and amendments”

in the Company’s Consolidated Statement of Income (Loss).

On June 11, 2021, BCFWC redeemed the full $ 300.0 million aggregate principal amount of the Secured Notes.

The redemption price of the Secured Notes was $ 323.7 million, plus accrued and unpaid interest to, but not including, the date of redemption.

This redemption resulted in a pre-tax debt extinguishment charge of $ 30.2 million in the three month period ended July 31, 2021.

This redemption resulted in a pre-tax debt extinguishment charge of $ 30.2 million in Fiscal 2021.

ABL Line of Credit

The aggregate amount of commitments under the Second Amended and Restated Credit Agreement (as amended, supplemented and otherwise modified, the Amended ABL Credit Agreement) is $ 900.0 million (subject to a borrowing base limitation) and, subject to the satisfaction of certain conditions, the Company can increase the aggregate amount of commitments up to $ 1,200 million.

The interest rate margin applicable under the Amended ABL Credit Agreement in the case of loans drawn at LIBOR is 1.125 % - 1.375 % (based on total commitments or borrowing base availability), and the fee on the average daily balance of unused loan commitments is 0.20%.

The ABL Line of Credit is collateralized by a first priority lien on the Company’s and each guarantor's inventory, receivables, bank accounts, and certain related assets and proceeds thereof (subject to certain exceptions), and a second priority lien on the Company's and each guarantor's other assets and proceeds thereof, including certain owned real estate (subject to certain exceptions).

The interest rate margin applicable under the Amended ABL Credit Agreement in the case of loans drawn at the Secured Overnight Financing Rate (SOFR) is 1.125 % to 1.375 % in the case of a daily SOFR rate or a term SOFR rate (in each case, plus a credit spread adjustment of 0.10 %), and 0.125 % to 0.375 % in the case of a prime rate, depending on the average daily availability of the lesser of (a) the total commitments or (b) the borrowing base.

The ABL Line of Credit is collateralized by a first priority lien on the Company’s and each guarantor's inventory, receivables, bank accounts, and certain related assets and proceeds thereof (subject to certain exceptions), and a second priority lien on the Company's and each guarantor's other assets and proceeds thereof (other than real estate and subject to certain exceptions).

The Company believes that the Amended ABL Credit Agreement provides the liquidity and flexibility to meet its operating and capital requirements over the remaining term of the ABL Line of Credit.

Further, the calculation of the borrowing base under the Amended ABL Credit Agreement allows for increased availability with respect to inventory during the period from August 1st through November 30th of each year.

Further, the calculation of the borrowing base under the Amended ABL Credit Agreement allows for increased availability with respect to inventory during the period from (i) August 1st through November 30th of each year or (ii) after 2023, a 120 day period selected by the Company commencing after February 15 of the applicable year and ending on or before December 15 of such year.

On March 17, 2020, the Company borrowed $ 400.0 million under the ABL Line of Credit as a precautionary measure in order to increase the Company’s cash position and facilitate financial flexibility in light of the uncertainty resulting from COVID-19.

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This extension increased the aggregate principal amount of the commitments from $ 600 million to $ 650 million, extended the maturity date to December 22, 2026 , and reduced the interest rate margins applicable to the Company’s ABL facility.

On July 20, 2022, BCFWC entered into a Fourth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”).

The Amendment increased the aggregate principal amount of the commitments of its ABL Line of Credit from $ 650.0 million to $ 900.0 million and replaced the LIBOR-based interest rate benchmark provisions with interest rate benchmark provisions based on a term secured overnight financing rate (SOFR) or a daily SOFR rate (in the case of daily SOFR, available for borrowings up to $ 100 million, or up to the full amount of the commitments if the term SOFR rate is not available ).

At January 29, 2022 , the Company had $ 594.6 million available under the ABL Line of Credit.

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At January 28, 2023 , the Company had $ 795.7 million available under the ABL Line of Credit.

The maximum borrowings under the facility during Fiscal 2020 amounted to $ 400.0 million.

Average borrowings during Fiscal 2020 amounted to $ 256.6 million at an average interest rate of 1.9 %.

The Company did no t have any borrowings during Fiscal 2022.

Deferred Financing Costs

The Company had $ 2.8 million and $ 1.8 million in deferred financing costs associated with its ABL Line of Credit, which are recorded in the line item “Other assets”

in the Company’s Consolidated Balance Sheets as of January 29, 2022 and January 30, 2021 , respectively.

In addition, the Company had $ 11.5 million and $ 22.7 million of deferred financing costs associated with its Term Loan Facility, Convertible Notes and Secured Notes, recorded in the line item “Long term debt”

The Company had $ 2.8 million in deferred financing costs associated with its ABL Line of Credit as of both January 28, 2023 and January 29, 2022 , which are recorded in the line item “Other assets”

in the Company’s Consolidated Balance Sheets.

In addition, the Company had $ 7.4 million and $ 11.5 million of deferred financing costs associated with its Term Loan Facility and Convertible

Notes, recorded in the line item “Long term debt”

in the Company’s Consolidated Balance Sheets as of January 28, 2023 and January 29, 2022, respectively.

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unamortized deferred financing costs

Finance lease liabilities

Derivative Instruments and Hedging Activities

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815, the Company records all derivatives on the balance sheet at fair value and adjusts them to market on a quarterly basis.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging

relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

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The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company has used interest rate cap contracts and interest rate swap contracts to add stability to interest expense and to manage its exposure to interest rate movements.

The Company has used interest rate swap contracts to add stability to interest expense and to manage its exposure to interest rate movements.

The fair value of these contracts are determined using the market standard methodology of discounted future variable cash flows.

The variable cash flows of the interest rate cap contracts are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps in conjunction with the cash payments related to financing the premium of the interest rate caps.

The variable cash flows of the interest rate swap contract are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise or fall compared to current levels in conjunction with the fixed cash payments.

The variable interest rates used in the calculation of projected receipts on the cap and swap contracts are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

The variable interest rates used in the calculation of projected receipts on the swap contracts are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

In addition, to comply with the provisions of Topic No.

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820, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

There is no impact of netting because the Company’s only derivatives are interest rate cap contracts and interest rate swap contracts that are with separate counterparties and are under separate master netting agreements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

There is no impact of netting because the Company only has the one derivative mentioned above.

Although the Company has determined that the majority of the inputs used to value its derivative fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of January 28, 2023 and January 29, 2022, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivative portfolios.

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Cash Flow Hedges of Interest Rate Risk

On April 24, 2015, the Company entered into two interest rate cap contracts, which expired in May of 2019.

On December 17, 2018, the Company entered into an interest rate swap contract, which hedged $ 450 million of the variable rate exposure under the Term Loan Facility at a rate of 2.72 %.

On June 24, 2021, the Company terminated this previous interest rate swap, and entered into a new interest rate swap, which hedges $ 450 million of the variable rate exposure on the Term Loan Facility at a blended rate of 2.19 %,.

All of these derivative contracts were designated as cash flow hedges.

On June 24, 2021, the Company terminated its previous interest rate swap, and entered into a new interest rate swap, which hedges $ 450 million of the variable rate exposure on the Term Loan Facility at a blended rate of 2.19 %.

This derivative contract was designated as a cash flow hedge.

The amount of loss deferred for the previous interest rate swap was $ 26.9 million.

The Company is amortizing this amount from accumulated other comprehensive loss into interest expense over the original life of the previous interest rate swap, which had an original maturity date of December 29, 2023 .

The new interest rate swap had a liability fair value at inception of $ 26.9 million.

The Company will accrete this amount into accumulated other comprehensive loss as a benefit to interest expense over the life of the new interest rate swap, which has a maturity date of June 24, 2028 .

During Fiscal 2021, the Company’s derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

The current interest rate swap had a liability fair value at inception of $ 26.9 million.

The Company will accrete this amount into accumulated other comprehensive income as a benefit to interest expense over the life of the new interest rate swap, which has a maturity date of June 24, 2028 .

During Fiscal 2022, the Company’s derivative was used to hedge the variable cash flows associated with existing variable-rate debt.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in the line item “Accumulated other comprehensive loss”

on the Company’s Consolidated Balance Sheets and are subsequently

reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

Amounts reported in accumulated other comprehensive loss related to the Company’s derivative contracts will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

As of January 29, 2022 , the Company estimates that $ 6.7 million will be reclassified into interest expense during the next twelve months.

As of January 29, 2022, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

on the Company’s Consolidated Balance Sheets and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

Amounts reported in accumulated other comprehensive income related to the Company’s derivative contracts will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

As of January 28, 2023 , the Company estimates that $ 5.7 million will be reclassified as a reduction to interest expense during the next twelve months.

As of January 28, 2023, the Company had the following outstanding interest rate derivative that was designated as a cash flow hedge of interest rate risk:

Interest Rate Derivative

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Other liabilities

The following table presents the unrealized losses deferred to accumulated other comprehensive loss resulting from the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods.

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January 29, 2022

February 1, 2020

January 30, 2021

Unrealized gains (losses), before taxes

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January 29, 2022

February 1, 2020

January 30, 2021

Interest expense

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Share Repurchase Program

On August 14, 2019, the Company’s Board of Directors authorized the repurchase of up to $ 400.0 million of common stock, which expired in August 2021 .

On August 18, 2021, the Company’s Board of Directors authorized the repurchase of up to $ 400.0 million of common stock, which is authorized to be executed through August 2023 .

On August 18, 2021, the Company’s Board of Directors authorized the repurchase of up to $ 400.0 million of common stock, which was authorized to be executed through August 2023 .

This authorization was completed during the second quarter of Fiscal 2022.

On February 16, 2022, the Company's Board of Directors authorized the repurchase of up to $ 500.0 million of common stock, which is authorized to be executed through February 2024 .

These repurchase programs are funded using the Company’s available cash and borrowings under the ABL Line of Credit.

During Fiscal 2022, the Company repurchased 1,756,811 shares of common stock for $ 302.7 million under its share repurchase program.

As of January 28, 2023, the Company had $ 347.3 million remaining under its share repurchase authorization.

Subsequent to January 29, 2022 (February 16, 2022), the Company's Board of Directors authorized the repurchase of up to $ 500.0 million of common stock, which is authorized to be executed through February 2024 .

This repurchase program is funded using the Company’s available cash and borrowings under the ABL Line of Credit.

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding.

Dilutive net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of

common shares and potentially dilutive securities outstanding during the period using the treasury stock method for the Company’s stock option, restricted stock and restricted stock unit awards, and the if-converted method for the Convertible Notes.

Dilutive net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method for the Company’s stock option, restricted stock and restricted stock unit awards, and the if-converted method for the Convertible Notes.

(in thousands, except per share data)

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Net income (loss) per common share –

Diluted net income (loss) per share

Diluted net income per share

Net income (loss)

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Stock-Based Compensation

On May 1, 2013, the Company’s Board of Directors approved the Company’s assumption and adoption of the 2006 Management Incentive Plan (the 2006 Plan) that was previously sponsored by Burlington Coat Factory Holdings, LLC.

The 2006 Plan terminated on April 12, 2016 .

The Company’s 2013 Omnibus Incentive Plan (the 2013 Plan and, together with the 2006 Plan, the Plans), originally adopted effective prior to and in connection with the Company’s initial public offering, was amended and restated effective May 17, 2017.

The 2006 Plan, prior to its termination, and the 2013 Plan provide for the granting of stock options, restricted stock and other forms of awards to key employees and directors of the Company or its affiliates.

The Company’s 2013 Omnibus Incentive Plan (the 2013 Plan), originally adopted effective prior to and in connection with the Company’s initial public offering, was amended and restated effective May 17, 2017.

On May 18, 2022, the Company's stockholders approved the Company's 2022 Omnibus Incentive Plan (the 2022 Plan), which replaced the 2013 Plan.

The 2013 Plan provided, prior to its termination, and the 2022 Plan provides for the granting of stock options, restricted stock and other forms of awards to key employees and directors of the Company or its affiliates.

The Company accounts for awards issued under the Plans in accordance with Topic No.

As of January 29, 2022 , there were 1,906,220 shares of common stock available for issuance under the 2013 Plan.

As of January 28, 2023 , there were 6,281,887 shares of common stock available for issuance under the Company's 2022 Omnibus Incentive Plan.

Non-cash stock compensation expense is as follows:

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Exercise Price Ranges

All awards granted during Fiscal 2021, Fiscal 2020 and Fiscal 2019 vest in either one-fourth annual increments or one-third annual increments (subject to continued employment through the applicable vesting date).

All awards granted during Fiscal 2022, Fiscal 2021 and Fiscal 2020 generally vest in either one-fourth annual increments or one-third annual increments (subject to continued employment through the applicable vesting date).

The final exercise date for any option granted is the tenth anniversary of the grant date.

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Weighted average grant date fair value of options issued

The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future.

Since the Company completed its initial public offering in October 2013, it does not have sufficient history as a publicly traded company to evaluate its volatility factor.

As such, the expected stock price volatility is based upon the historical volatility of the stock price over the expected life of the options of peer companies that are publicly traded.

The expected dividend yield was based on the Company’s expectation of not paying dividends in the near term.

To evaluate its volatility factor, the Company uses the historical volatility of its stock price, as well as the historical volatility of the stock price of peer companies that are publicly traded over the expected life of the options.

The risk free interest rate was based on the U.S.

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Treasury zero-coupon bonds with maturities similar to those of the expected term of the awards being valued.

For grants issued during Fiscal 2021, Fiscal 2020 and Fiscal 2019, the expected life of the options was calculated using the simplified method, which defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches.

This methodology was utilized due to the short length of time the Company's common stock has been publicly traded.

For grants issued during Fiscal 2022, Fiscal 2021 and Fiscal 2020, the expected life of the options was calculated using the simplified method.

The simplified method defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches.

This methodology was utilized due to the relatively short length of time the Company’s common stock has been publicly traded.

Restricted Stock Awards

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The remaining awards outstanding as of January 28, 2023 have graded vesting provisions that generally vest in one-fourth annual increments or one-third annual increments (subject to continued employment through the applicable vesting date).

Following a change of control, all unvested restricted stock awards shall remain unvested, provided, however, that 100 % of such shares shall vest if, following such change of control, the employment of the recipient is terminated without cause or, in some instances, the recipient resigns with good reason, within a certain period of time following a change in control.

As of January 29, 2022 , there was approximately $ 59.8 million of unearned non-cash stock-based compensation related to restricted stock awards that the Company expects to recognize as an expense over the next 2.4 years.

Following a change of control, all unvested restricted stock awards shall remain unvested, provided, however, that 100 % of such shares shall vest

if, following such change of control, the employment of the recipient is terminated without cause or, in some instances, the recipient resigns with good reason, within a certain period of time following a change in control.

As of January 28, 2023 , there was approximately $ 69.9 million of unearned non-cash stock-based compensation related to restricted stock awards that the Company expects to recognize as expense over a weighted average period of 2.4 years.

The awards are expensed on a straight-line basis over the requisite service periods.

Prior to May 1, 2019, the Company granted shares of restricted stock.

Grants made on and after May 1, 2019 are in the form of restricted stock units.

Award grant, vesting and forfeiture transactions during Fiscal 2022 are summarized as follows:

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Performance Share Units

The Company grants performance share units to its senior executives.

Vesting of these performance share units is based on pre-established EBIT margin expansion and sales compound annual growth rate (CAGR) goals (each weighted equally) over a three-year performance period.

Based on the Company’s achievement of these goals, each award may range from 50 % (at threshold

performance) to no more than 200 % of the target award.

The Company grants performance-based restricted stock units to its senior executives.

The fair value of each unit of performance stock granted during Fiscal 2022 was based upon the closing price of the Company’s common stock on the grant date.

Vesting of the performance stock units granted in Fiscal 2020 and Fiscal 2021 is based on continued service and the achievement of pre-established EBIT margin expansion and sales compounded annual growth rate (CAGR) goals (each weighted equally) over a three-year performance period.

Vesting of the performance stock units granted in Fiscal 2022 will be based on continued service and the achievement of pre-established adjusted net income per share growth over a three-year performance period.

Based on the Company’s achievement of these goals, each award may be earned up to 200 % of the target award.

In the event that actual performance is below threshold, no award will be made.

In addition to the performance conditions, each performance share unit cliff vests at the end of a three-year service period.

Following a change of control, all unvested performance share units shall remain unvested, provided, however, that 100 % of such shares shall vest if, following such change of control, the employment of the recipient is terminated without cause or, in some instances, the recipient resigns with good reason, within a certain period of time following a change in control.

As of January 29, 2022 , there was approximately $ 16.3 million of unearned non-cash stock-based compensation related to performance share units that the Company expects to recognize as an expense over the next 1.7 years.

Compensation costs recognized on the performance stock units are adjusted, as applicable, for performance above or below the target specified in the award.

As of January 28, 2023 , there was approximately $ 20.4 million of unearned non-cash stock-based compensation related to performance share units that the Company expects to recognize as expense over a weighted average period of 1.8 years.

The awards are expensed on a straight-line basis over the requisite service periods.

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Average Grant

Non-vested units outstanding, January 30, 2021

Units granted

Non-vested awards outstanding, January 29, 2022

Awards granted (a)

Awards vested (a) (b)

Awards forfeited

Non-vested units outstanding, January 29, 2022

Non-vested awards outstanding, January 28, 2023

(a) Inclusive of awards distributed in connection with the final settlement of the performance-based stock awards granted in Fiscal 2019.

(b) Performance-based stock awards vested during Fiscal 2022 had a total intrinsic value of $ 15.4 million.

Lease Commitments

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Lease renewals are only included in the lease liability to the extent that they are reasonably assured of being exercised.

The Company’s leases typically provide for contingent rentals based on a percentage of gross sales.

Company’s leases typically provide for contingent rentals based on a percentage of gross sales.

Contingent rentals are not included in the lease liability, and they are recognized as variable lease cost when incurred.

As a result of the COVID-19 pandemic and the associated temporary store closures, the Company worked with its landlords to modify payment terms for certain leases.

The FASB has provided relief under ASC 842, “Leases,”

related to the COVID-19 pandemic.

Under this relief, companies can make a policy election on how to treat lease concessions resulting directly from COVID-19, provided that the modified contracts result in total cash flows that are substantially the same or less than the cash flows in the original contract.

The Company has made the policy election to account for lease concessions that result from the COVID-19 pandemic as if they were made as enforceable rights under the original contract.

Additionally, the Company has elected to account for these concessions outside of the lease modification framework described under ASC 842.

As a result, deferred payments related to these leases of $ 1.5 million are included in the line item “Other current liabilities”

on the Company’s Consolidated Balance Sheet.

The following is a schedule of the Company’s future lease payments:

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Weighted average remaining lease term (years)

The above schedule excludes approximately $ 567.2 million for 82 stores and one warehouse that the Company has committed to open or relocate but has not yet taken possession of the space.

The above schedule excludes approximately $ 409.5 million for 75 stores that the Company has committed to open or relocate but has not yet taken possession of the space.

The following is a schedule of net lease costs for the years indicated:

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January 29, 2022

February 1, 2020

January 30, 2021

Finance lease cost:

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January 29, 2022

February 1, 2020

January 30, 2021

Cash paid for amounts included in the measurement of lease liabilities:

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Effective tax rate

The income tax benefit in the prior year is a result of the pre-tax loss and the carry-back of net operating losses arising in Fiscal 2020 to the five prior tax years, as permitted under the CARES Act.

The higher effective tax rate in the prior year is a function of losses facilitating a refund receivable upon amending previously filed returns at a 35% tax rate.

Additionally, excess tax benefit from stock compensation drove an increase in the tax rate related to pre-tax loss in Fiscal 2020, compared to a decrease in the tax rate related to pre-tax income in Fiscal 2021.

The tax effects of temporary differences are included in deferred tax accounts as follows:

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As of January 29, 2022 , the Company had a deferred tax asset related to net operating losses of $ 25.5 million, inclusive of $ 25.2 million of state net operating losses, and $ 0.3 million of deferred tax assets recorded for Puerto Rico net operating loss carry-forwards.

As of January 30, 2021 , the Company had tax credit carry-forwards of $ 13.9 million, inclusive of federal tax credit carry-forwards of $ 4.8 million, state tax credit carry-forwards of $ 7.9 million, and $ 1.2 million of Puerto Rico AMT credits.

As of January 29, 2022 , the Company had tax credit carry-forwards of $ 8.6 million, inclusive of state tax credit carry-forwards of $ 7.7 million, and $ 0.9 million of Puerto Rico AMT credits.

The Company believes that it is more likely than not that the benefit from certain state net operating loss carry forwards and credits will not be realized.

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Lapse of statute of limitations

Balance at February 1, 2020

Balance at January 30, 2021

Additions for tax positions of the current year

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820 which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurements.

820 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 (exit price), and classifies the inputs used to measure fair value into the following hierarchy:

820 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 (exit price), and classifies the inputs used to measure fair value into the following hierarchy:

Quoted prices for identical assets or liabilities in active markets.

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Refer to Note 8, “Derivative Instruments and Hedging Activities,”

for further discussion regarding the fair value of the Company’s interest rate cap contracts.

for further discussion regarding the fair value of the Company’s interest rate swap contract.

Refer to Note 6, “Impairment Charges,”

for further discussion regarding the fair value of the Company's long-lived assets after impairment.

Financial Assets

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Fair Value Measurements at

Cash equivalents (including restricted cash)

Cash equivalents (including restricted cash equivalents)

Financial Liabilities

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Term B-6 Loans

Term B-5 Loans

Convertible Notes

Secured Notes

ABL Line of Credit (a)

Total debt (b)

(a) To the extent the Company has any outstanding borrowings under the ABL Line of Credit, the fair value would approximate its reported value, because the interest rate is variable and reflects current market rates, due to short term nature.

(b) Excludes finance lease obligations, original-issue discount and deferred financing costs.

(b) The table above excludes finance lease obligations, debt discount and deferred debt costs.

The fair values presented herein are based on pertinent information available to management as of the respective year end dates.

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Commitments and Contingencies

Like many retailers, the Company has been named in potential class or collective actions on behalf of groups alleging violations of federal and state wage and hour and other labor statutes, and alleged violations of state consumer and/or privacy protection and other statutes.

In the normal course of business, the Company is also party to representative claims under the California Private Attorneys’

General Act and various other lawsuits and regulatory proceedings including, among others, commercial, product, product safety, employee, customer, intellectual property and other claims.

In the course of business, the Company is party to class or collective actions alleging violations of federal and state wage and hour and other labor statutes, representative claims under the California Private Attorneys’

General Act and various other lawsuits and regulatory proceedings from time to time including, among others, commercial, product, employee, customer, intellectual property, privacy and other claims.

Actions against us are in various procedural stages.

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In November 2005, the Company entered into agreements with three of the Company’s former executives whereby, upon each of their deaths, the Company will pay $ 1.0 million to each respective designated beneficiary.

Related Party Transactions

The brother-in-law of one of the Company’s former Executive Vice Presidents is an independent sales representative of one of the Company’s suppliers of merchandise inventory.

This relationship predated the commencement of the former Executive Vice President’s employment with the Company.

The Company has determined that the dollar amount of purchases through such supplier represents an insignificant amount of its inventory purchases.

The Executive Vice President retired from the Company during the second quarter of Fiscal 2021.

CONDENSED FINANCIAL INFORMATION

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Burlington Stores, Inc.

Condensed Balance Sheets

(in thousands)

Cash and cash equivalents

Total current assets

Investment in subsidiaries

LIABILITIES AND STOCKHOLDERS’

Current liabilities

Long term debt

Commitments and contingencies

Total stockholders’

Total liabilities and stockholders’

See Notes to Condensed Financial Statements

CONDENSED FINANCIAL INFORMATION

OF REGISTRANT

Parent Company Information

Burlington Stores, Inc.

Condensed Statements of Income (Loss) and Comprehensive Income (Loss)

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COSTS AND EXPENSES:

Income from equity investment

Interest expense, net

Total costs and expenses

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See Notes to Condensed Financial Statements

(1) During the current year financial reporting process, management determined that the previously reported Total comprehensive income (loss) of the Parent Company did not include the components of Other comprehensive income (loss) of the Parent Company.

As a result, the accompanying Condensed Statements of Income and Comprehensive Income (Loss) for the years ended January 30, 2021 and February 1, 2020 have been revised to correct the presentation of Total comprehensive income (loss) to include the components of Other comprehensive income (loss) of the Parent Company.

The correction of this presentation had no impact on previously reported Net income (loss) of the Parent Company and resulted in an increase in previously reported Total comprehensive loss from $ 216.5 million to $ 220.6 million for the year ended January 30, 2021 and a decrease in previously reported Total comprehensive income from $ 465.1 million to $ 449.8 million for the year ended February 1, 2020.

CONDENSED FINANCIAL INFORMATION

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Burlington Stores, Inc.

Condensed Balance Sheets

(in thousands)

Cash and cash equivalents

Total current assets

Investment in subsidiaries

LIABILITIES AND STOCKHOLDERS’

Current liabilities

Long term debt

Commitments and contingencies

Total stockholders’

Total liabilities and stockholders’

See Notes to Condensed Financial Statements

CONDENSED FINANCIAL INFORMATION

OF REGISTRANT

Parent Company Information

Burlington Stores, Inc.

Condensed Statements of Cash Flows

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OPERATING ACTIVITIES:

Net cash provided by operations

Net cash provided by operating activities

INVESTING ACTIVITIES:

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See Notes to Condensed Financial Statements

(1) During the current year financial reporting process, management determined that the Parent Company’s net investment activities in its subsidiary were incorrectly classified as Financing activities rather than Investing activities in the Company’s previously reported Condensed Statements of Cash Flows for the years ended January 30, 2021 and February 1, 2020.

As a result, the accompanying Condensed Statements of Cash Flows have been revised to reclassify Intercompany financing transactions previously classified within Financing activities as a net payment to subsidiary of $ 753.4 million and a net contribution from subsidiary of $ 288.9 million to Net contribution from (payment to) subsidiaries within Investing activities for the years ended January 30, 2021 and February 1, 2020, respectively.

CONDENSED FINANCIAL INFORMATION

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(the Parent Company) is a holding company that conducts substantially all of its business operations through its subsidiaries.

The Parent Company’s ability to pay dividends on Parent Company’s common stock will be limited by restrictions on the ability of Parent Company and its subsidiaries to pay dividends or make distributions under the terms of current and future agreements governing the indebtedness of Parent Company’s subsidiaries.

In addition to other baskets under the agreements governing its indebtedness, the Parent Company and its subsidiaries are permitted to make dividends and distributions under the Term Loan Facility so long as there is no event of default and the pro forma consolidated leverage ratio of the Parent Company and its subsidiaries does not exceed 3.50 to 1.00, and under the ABL Line of Credit as long as certain restricted payment conditions are satisfied.

The Parent Company’s ability to pay dividends on Parent Company’s common stock will be limited by restrictions on the ability of Parent Company's subsidiaries to pay dividends or make distributions under the terms of current and future agreements governing the indebtedness of Parent Company’s subsidiaries.

In addition to other baskets under the agreements governing its indebtedness, the Parent Company and its subsidiaries are permitted to make dividends and distributions under the Term Loan Facility so long as there is no event of default and the consolidated leverage ratio of the Parent Company and its subsidiaries does not exceed 3.50 to 1.00, and under the ABL Line of Credit as long as certain restricted payment conditions are satisfied.

The accompanying Condensed Financial Statements include the accounts of the Parent Company and, on an equity basis, its consolidated subsidiaries and affiliates.

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Under a parent-only presentation, the Parent Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting.

These parent-only financial statements should be read in conjunction with Burlington Stores, Inc.’s audited Consolidated Financial Statements included elsewhere herein.

Other than debt related costs, the Parent Company incurs certain corporate costs which are borne by the Parent Company’s subsidiaries.

Such costs are not significant.

These parent-only financials statements are not the general-purpose financial statements of Burlington Stores, Inc., and they should be read in conjunction with Burlington Stores, Inc.’s audited Consolidated Financial Statements included elsewhere herein.

As discussed above, the terms of current and future agreements governing the indebtedness of the Parent Company and its subsidiaries include, or may include, limitations on the ability of such subsidiaries and the Parent Company to pay dividends, subject to certain exceptions set forth in such agreements.

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The Convertible Notes will mature on April 15, 2025 , unless earlier converted, redeemed or repurchased.

During the third quarter of Fiscal 2021, the Parent Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

Under the terms of the exchange agreements, the holders exchanged $ 160.4 million in aggregate principal amount of Convertible Notes held by them for a combination of an aggregate of $ 90.8 million in cash and 513,991 shares of the Parent Company's common stock.

During the fourth quarter of Fiscal 2021, the Parent Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

Under the terms of the exchange agreements, the holders exchanged $ 72.3 million in aggregate principal amount of Convertible Notes held by them for $ 109.0 million in cash.

These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 124.6 million that have been pushed down to Parent Company's subsidiaries for Fiscal 2021.

Subsequent to January 29, 2022 (March 15, 2022), the Parent Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

Under the terms of the exchange agreements, the holders have agreed to exchange $ 55.6 million in aggregate principal amount of Convertible Notes held by them for an amount in cash to be calculated based on the volume-weighted average price of the Parent Company’s common stock over a two-day measurement period beginning on March 16, 2022.

These exchange transactions are expected to close on March 21, 2022, subject to the satisfaction of customary closing conditions.

The Convertible Notes contain a cash conversion feature, and as a result, the Company initially separated it into liability and equity components.

The Parent Company valued the liability component based on its borrowing rate for a similar debt instrument that does not contain a conversion feature.

The equity component, which was recognized as a debt discount, was valued as the difference between the face value of the Convertible Notes and the fair value of the liability component.

As a result of adopting ASU 2020-06, the Parent Company is no longer separating the Convertible Notes into debt and equity components, and is instead accounting for it wholly as debt.

In connection with the Convertible Notes issuance, the Parent Company incurred deferred financing costs of $ 21.0 million, primarily related to fees paid to the bookrunners of the offering, as well as legal, accounting and rating agency fees.

These costs were initially allocated on a pro rata basis, with $ 16.4 million allocated to the debt component and $ 4.6 million allocated to the equity component.

As a result of adopting ASU 2020-06, all unamortized deferred financing costs related to the Convertible Notes are now allocated to debt.

The effective interest rate after adoption of ASU 2020-06 is 2.8 %.

Interest expense on the Convertible Notes of $ 20.1 million and $ 40.5 million have been pushed down to Parent Company’s subsidiaries for Fiscal 2021 and Fiscal 2020, respectively.

There was a $ 572.3 million and $ 805.0 million intercompany note receivable as of January 29, 2022 and January 30, 2021, respectively, related to the cash transferred to Parent subsidiaries for the Convertible Notes, which is included in Investment in subsidiaries in the Condensed Balance Sheets.

BCFWC and Burlington Merchandising Corporation, a Delaware corporation, wholly owned subsidiaries of the Company, have entered into a promissory note, in which they jointly and severally have promised to pay to the Parent an amount equal to the principal of the Convertible Notes.

In connection with the promissory note, there was a $ 507.7 million and $ 572.3 million intercompany note receivable as of January 28, 2023 and January 29, 2022, respectively, related to the cash transferred to Parent subsidiaries for the Convertible Notes, which is included in the line item "Investment in subsidiaries" in the Condensed Balance Sheets.

The interest rate and repayment terms of the intercompany note receivable are consistent with that of the Convertible Notes.

The Convertible Notes consist of the following components as of the dates indicated:

(in thousands)

Liability component:

Unamortized debt discount

Unamortized deferred debt costs

Net carrying amount

Equity component, net

During the second half of Fiscal 2021, the Parent Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

During the first quarter of Fiscal 2022, the Parent Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes.

Under the terms of the exchange agreements, the holders exchanged $ 64.6 million in aggregate principal amount of Convertible Notes held by them for $ 78.2 million in cash.

These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 14.7 million and $ 124.6 million during Fiscal 2022 and Fiscal 2021, respectively.

Furthermore, the intercompany note receivable was extinguished for the same terms, resulting in an offsetting gain on extinguishment, as reflected in the table below.

Subsequent to January 28, 2023 (March 7, 2023), the Parent Company entered into separate, privately negotiated exchange agreements with certain holders of its Convertible Notes.

Under the terms of the exchange agreements, the holders have agreed to exchange $ 110.3 million in aggregate principal amount of Convertible Notes held by them for $ 133.3 million in cash.

Included in the Condensed Statements of Income (Loss) and Comprehensive Income (Loss) is the following for each of the periods indicated:

(in thousands)

Fiscal Year Ended

Convertible Notes interest expense

Intercompany note receivable interest expense

Loss on extinguishment of Convertible Notes

Gain on extinguishment of intercompany note receivable

Interest expense, net

Refer also to Note 7 to the Consolidated financial statements.

Capital Stock

4 unchanged sentences

Share Repurchase Program

On August 14, 2019, the Parent Company’s Board of Directors authorized the repurchase of up to $ 400.0 million of common stock, which expired in August 2021 .

On August 18, 2021, the Parent Company’s Board of Directors authorized the repurchase of up to $ 400.0 million of common stock, which is authorized to be executed through August 2023 .

On August 18, 2021, the Parent Company’s Board of Directors authorized the repurchase of up to $ 400.0 million of common stock, which was authorized to be executed through August 2023.

This authorization was completed during the second quarter of Fiscal 2022.

On February 16, 2022, the Parent Company's Board of Directors authorized the repurchase of up to an additional $ 500.0 million of common stock, which is authorized to be executed through February 2024.

During Fiscal 2022, the Parent Company repurchased 1,756,811 shares of common stock for $ 302.7 million under its share repurchase program.

As of January 28, 2023, the Parent Company had $ 347.3 million remaining under its share repurchase authorization.

Subsequent to January 29, 2022 (February 16, 2022), the Parent Company's Board of Directors authorized the repurchase of up to $ 500.0 million of common stock, which is authorized to be executed through February 2024 .

This repurchase program is funded using the Parent Company’s available cash and borrowings under the ABL Line of Credit.

BURLINGTON STORES, INC.

8 unchanged sentences

Valuation allowances on deferred tax assets

Year ended February 1, 2020

Year ended January 30, 2021

Allowance for doubtful accounts

31 unchanged sentences

Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 29, 2022, of the Company and our report dated March 16, 2022 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of (ASU) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.”

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 28, 2023, of the Company and our report dated March 13, 2023 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company's adoption of (ASU) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.”

Basis for Opinion

15 unchanged sentences

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

New York, New York

March 13, 2023

12 unchanged sentences

and “Director Compensation”

in the Proxy Statement, which information is incorporated herein by reference.

in the Proxy Statement, which information (excluding the information under the subheading "Pay Versus Performance") is incorporated herein by reference.

Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters

8 unchanged sentences

For the information required by this Item 14, see “Principal Accountant Fees and Services”

and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Certified Public Accounting Firm”

and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services”

in the Proxy Statement, which information is incorporated herein by reference.

19 unchanged sentences

Amended and Restated Bylaws of Burlington Stores, Inc.

Current Report on Form 8-K

February 27, 2018

Quarterly Report on Form 10-Q

November 22, 2022

Description of the Registrant’s Securities.

50 unchanged sentences

August 18, 2014

Second Amendment to Second Amended and Restated Credit Agreement, dated June 29, 2018, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent.

Current Report on Form 8-K

America, N.A., as administrative agent and collateral agent.

Consent and Technical Modification Agreement, dated December 3, 2018, by and between Burlington Coat Factory Warehouse Corporation, as lead borrower, and Bank of America, N.A., as administrative agent

6 unchanged sentences

December 22, 2021

Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of July 20, 2022, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors party thereto, each lender party thereto, and Bank of America, N.A., as administrative agent and collateral agent.

Current Report on Form 8-K

July 22, 2022

Revolving Credit Note, dated April 13, 2006, by the borrowers party thereto in favor of PNC Bank, National Association.

22 unchanged sentences

April 30, 2010

Form of Swingline Note.

Form of Swingline Note, dated April 12, 2006.

Registration Statement on Form S-4

12 unchanged sentences

October 10, 2006

Employment Agreement, dated October 13, 2009, by and between Burlington Coat Factory Warehouse Corporation and Joyce Manning Magrini.

Transition Report on Form 10-K/T

April 30, 2010

Amendment to Employment Agreement, dated February 26, 2010, by and between Burlington Coat Factory Warehouse Corporation and Joyce Manning Magrini.

Transition Report on Form 10-K/T

April 30, 2010

Amendment No.

2 to Employment Agreement, dated October 18, 2012, by and between Burlington Coat Factory Warehouse Corporation and Joyce Manning Magrini.

Quarterly Report on Form 10-Q

December 11, 2012

Amendment No.

3 to Employment Agreement, dated July 22, 2020, by and between Burlington Coat Factory Warehouse Corporation and Joyce Manning Magrini.

Current Report on Form 8-K

July 24, 2020

Employment Agreement, dated January 28, 2008, by and between Burlington Coat Factory Warehouse Corporation and Fred Hand.

Quarterly Report on Form 10-Q

April 15, 2008

Amendment No.

1 to Employment Agreement, dated October 31, 2012, by and between Burlington Coat Factory Warehouse Corporation and Fred Hand.

Registration Statement on Form S-1/A

September 6, 2013

Amended and Restated Employment Agreement, dated July 28, 2015, by and among Burlington Coat Factory Warehouse Corporation and Jennifer Vecchio.

14 unchanged sentences

March 13, 2020

Form of Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc.

and Employees with Employment Agreements (for grants made after March 2009 and prior to 2014 (other than 2013 special one-time grants)) pursuant to 2006 Management Incentive Plan.

Letter Agreement, dated April 4, 2022, by and between Burlington Stores, Inc.

and John Crimmins.

Current Report on Form 8-K

April 4, 2022

Form of Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc.

and Employees without Employment Agreements (for grants made after March 2009 and prior to 2014 (other than 2013 special one-time grants)) pursuant to 2006 Management Incentive Plan.

Employment Agreement dated May 24, 2022 by and between Burlington Stores, Inc.

and Kristin Wolfe.

Current Report on Form 8-K

April 30, 2009

Burlington Coat Factory Holdings, Inc.

8 unchanged sentences

Current Report on Form 8-K

Form of Non-Qualified Stock Option Agreement, pursuant to Burlington Holdings, Inc.

2006 Management Incentive Plan (Amended and Restated June 15, 2013), between Burlington Holdings, Inc.

and Employees with Employment Agreements (for 2013 special one-time grants).

Registration Statement on Form S-1/A

September 6, 2013

Form of Non-Qualified Stock Option Agreement, pursuant to Burlington Holdings, Inc.

2006 Management Incentive Plan (Amended and Restated June 15, 2013), between Burlington Holdings, Inc.

and Employees without Employment Agreements (for 2013 special one-time grants).

Registration Statement on Form S-1/A

September 6, 2013

Form of Non-Qualified Stock Option Agreement between Burlington Stores, Inc.

and Employees with Employment Agreements pursuant to Burlington Holdings, Inc.

2006 Management Incentive Plan (Amended and Restated June 15, 2013) (for grants made from and after December 2015 and prior to November 2016).

Annual Report on Form 10-K

March 15, 2016

Form of Non-Qualified Stock Option Agreement between Burlington Stores, Inc.

and Employees without Employment Agreements pursuant to Burlington Holdings, Inc.

2006 Management Incentive Plan (Amended and Restated June 15, 2013) (for grants made from and after December 2015 and prior to November 2016).

Annual Report on Form 10-K

March 15, 2016

Burlington Stores, Inc.

2022 Omnibus Incentive Plan

Current Report on Form 8-K

Form of Non-Qualified Stock Option Agreement between Burlington Stores, Inc.

16 unchanged sentences

Current Report on Form 8-K

Form of Restricted Stock Grant Agreement between Burlington Stores, Inc.

and Employees with Employment Agreements or Subject to the Executive Severance Plan pursuant to Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2017 and prior to May 2019).

Current Report on Form 8-K

Form of Restricted Stock Grant Agreement between Burlington Stores, Inc.

and Employees without Employment Agreements pursuant to Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2017 and prior to May 2019).

Current Report on Form 8-K

Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

10 unchanged sentences

Quarterly Report on Form 10-Q

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and Kristin Wolfe pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for Make-Whole RSU Award).

Current Report on Form 8-K

Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc.

and Thomas A.

Kingsbury pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2019).

and Kristin Wolfe pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for Make-Whole Option Award).

Current Report on Form 8-K

Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan.

Quarterly Report on Form 10-Q

August 25, 2022

Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for grants made to certain merchandising and planning associates).

Quarterly Report on Form 10-Q

August 25, 2022

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan.

Quarterly Report on Form 10-Q

August 25, 2022

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for grants made to certain merchandising and planning associates).

Quarterly Report on Form 10-Q

August 25, 2022

Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan.

Quarterly Report on Form 10-Q

August 25, 2022

Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for grants made to certain merchandising and planning associates).

Quarterly Report on Form 10-Q

August 25, 2022

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for special grants made to certain merchandising and planning associates).

Quarterly Report on Form 10-Q

August 25, 2022

Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for special grants made to certain merchandising and planning associates).

Quarterly Report on Form 10-Q

August 25, 2022

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for special grants made to all other associates).

Quarterly Report on Form 10-Q

August 25, 2022

Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for special grants made to all other associates).

Quarterly Report on Form 10-Q

August 25, 2022

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and non-employee directors pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2019).

2022 Omnibus Incentive Plan.

Quarterly Report on Form 10-Q

12 unchanged sentences

April 16, 2020

Pari Passu Intercreditor Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Guarantors party thereto, JPMorgan Chase Bank, N.A., as collateral agent under the Term Loan Facility, and Wilmington Trust, National Association, in its capacity as collateral agent under the Indenture

Current Report on Form 8-K

April 16, 2020

Association, in its capacity as collateral agent under the Indenture

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

3 unchanged sentences

August 27, 2020

Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for special grants made from and after May 20, 2020).

Quarterly Report on Form 10-Q

August 27, 2020

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

30 unchanged sentences

July 15, 2021

Employment Agreement, dated as of November 16, 2009, by and between Burlington Coat Factory Warehouse Corporation and Michael Metheny.

Annual Report on Form 10-K

April 26, 2013

Amendment No.

1 to Employment Agreement, dated as of August 20, 2012, by and between Burlington Coat Factory Warehouse Corporation and Michael Metheny.

Annual Report on Form 10-K

April 26, 2013

Offer Letter with Michael Allison dated March 9, 2021.

Annual Report on Form 10-K

March 16, 2022

Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

1 unchanged sentence

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after November 9, 2021).

Annual Report on Form 10-K

March 16, 2022

Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

1 unchanged sentence

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made to certain merchandising and planning associates from and after November 9, 2021).

Annual Report on Form 10-K

March 16, 2022

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

1 unchanged sentence

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for special grants made to certain merchandising and planning associates).

Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for special grants made to certain merchandising and planning associates).

Annual Report on Form 10-K

March 16, 2022

List of Subsidiaries of Burlington Stores, Inc.

28 unchanged sentences

Michael O’Sullivan

/s/ John Crimmins

/s/ Kristin Wolfe

Chief Financial Officer

(Principal Financial Officer)

John Crimmins

Kristin Wolfe

/s/ Jeffrey Laub

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data