Burlington Stores

2024
Annual
REPORT

Burlington Stores, Inc., headquartered in New Jersey, is a nationally recognized off-
price retailer with Fiscal 2024 net sales of $10.6 billion. The Company is a Fortune 
500 company and its common stock is traded on the New York Stock Exchange 
under the ticker symbol “BURL.” The Company operated 1,108 stores as of the
end of the fourth quarter of Fiscal 2024, in 46 states, Washington D.C. and Puerto
Rico, principally under the name Burlington Stores. The Company’s stores offer an 
extensive selection of in-season, fashion-focused merchandise at up to 60% off 
other retailers’ prices, including women’s ready-to-wear apparel, menswear, youth 
apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats.

TO OUR STOCKHOLDERS:
I am pleased to report that Fiscal 2024 was a very successful year for Burlington 
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Long-Range Financial Plan goals, which we shared in November of 2023, and 
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Fiscal 2024 Highlights1
Burlington’s Fiscal 2024 comparable store sales increased 4% on top of 4% comp growth in 2023, while total sales increased 11% 
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Progress on Burlington 2.0 and our Updated Long-Range Plan
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Looking Ahead 
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Sincerely,
Michael O’Sullivan
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended February 1, 2025
OR
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 001-36107
BURLINGTON STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware
80-0895227
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
2006 Route 130 North
Burlington, New Jersey
08016
(Address of Principal Executive Offices)
(Zip Code)
(609) 387-7800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
BURL
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes È
No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ‘
No È
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes È
No ‘
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes È
No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer È
Accelerated filer
‘
Non-Accelerated filer
‘
Smaller reporting company ‘
Emerging growth company ‘
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. È
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ‘
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ‘
No È
The aggregate market value of the common stock held by non-affiliates of the registrant on August 3, 2024, the last business day of the registrant’s most recently
completed second fiscal quarter, was $15,853,219,442. The aggregate market value was computed by reference to the closing price of the common stock on such
date.
As of March 1, 2025, there were 63,204,621 shares of common stock of the registrant outstanding.
Documents Incorporated By Reference:
Certain provisions of the registrant’s definitive proxy statement for the 2025 Annual Meeting of Stockholders, to be filed within 120 days of the close of the
registrant’s 2024 fiscal year, are incorporated by reference in Part III of this Form 10-K to the extent described herein.
Auditor Firm Id:
34
Auditor Name:
Deloitte & Touche LLP
Auditor Location:
Morristown, New Jersey

[THIS PAGE INTENTIONALLY LEFT BLANK]

BURLINGTON STORES, INC.
INDEX TO REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2025
PAGE
PART I.
Item 1.
Business
1
Item 1A. Risk Factors
8
Item 1B. Unresolved Staff Comments
23
Item 1C. Cybersecurity
24
Item 2.
Properties
25
Item 3.
Legal Proceedings
25
Item 4.
Mine Safety Disclosures
25
PART II.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
26
Item 6.
Reserved
28
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
46
Item 8.
Financial Statements and Supplementary Data
47
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
89
Item 9A. Controls and Procedures
89
Item 9B. Other Information
92
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
93
PART III.
Item 10.
Directors, Executive Officers and Corporate Governance
93
Item 11.
Executive Compensation
93
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
93
Item 13.
Certain Relationships and Related Transactions, and Director Independence
93
Item 14.
Principal Accountant Fees and Services
93
PART IV.
Item 15.
Exhibits and Financial Statement Schedules
94
Item 16.
Form 10-K Summary
104
SIGNATURES
105

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements that are based on current expectations, estimates,
forecasts and projections about us, the industry in which we operate and other matters, as well as management’s
beliefs and assumptions. For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could,” “will,” “opportunity,” “potential” or
“may,” variations of such words or other words that convey uncertainty of future events or outcomes, or make
any other statement that is not a historical fact, we are making “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements may relate to such
matters as future impacts of current macroeconomic conditions, our future actions, including expected store
openings and closings, ongoing strategic initiatives and the intended results of those initiatives, future
performance or results, anticipated sales, expenses and interest rates, the effect of the adoption of recent or future
accounting pronouncements and the outcome of contingencies such as legal proceedings. Our forward-looking
statements are subject to risks and uncertainties. Actual events or results may differ materially from the events or
results anticipated in these forward-looking statements as a result of a variety of factors, including each of the
factors discussed in Item 1A, Risk Factors as well as risks and uncertainties discussed elsewhere in this Annual
Report. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the
impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual future
events or results. In light of these risks and uncertainties, the forward-looking events and circumstances
discussed in this Annual Report might not occur. In addition, as a result of these and other factors, our past
financial performance should not be relied on as an indication of future performance. The cautionary statements
referred to in this section also should be considered in connection with any subsequent written or oral forward-
looking statements that may be issued by us or persons acting on our behalf. We do not undertake to publicly
update or revise our forward-looking statements, except as required by law, even if experience or future changes
make it clear that any projected results expressed or implied in such statements will not be realized. If we do
update one or more forward-looking statements, no inference should be made that we will make additional
updates with respect to those or other forward-looking statements.
PART I
Item 1.
Business Overview
We are a nationally recognized off-price retailer of high-quality, branded merchandise at everyday low
prices. We opened our first store in Burlington, New Jersey in 1972, selling primarily coats and outerwear. Since
then, we have expanded our store base to 1,108 stores as of February 1, 2025, in 46 states, Washington D.C. and
Puerto Rico. We have diversified our product categories by offering an extensive selection of in-season, fashion-
focused merchandise at up to 60% off other retailers’ prices, including: women’s ready-to-wear apparel,
menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats. We sell a broad
selection of desirable, first-quality, current-brand, labeled merchandise acquired directly from nationally
recognized manufacturers and other suppliers.
We continue to focus on a number of ongoing initiatives aimed at increasing our overall profitability by
driving comparable store sales growth, expanding and enhancing our retail store base, and enhancing operating
margins. These initiatives include, but are not limited to, those discussed under “Ongoing Initiatives for Fiscal
2025” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As used in this Annual Report, the terms “Company,” “we,” “us,” or “our” refer to Burlington Stores, Inc.
and all of its subsidiaries.
Fiscal Year End
We define our fiscal year as the 52- or 53-week period ending on the Saturday closest to January 31. This
Annual Report covers the 52-week fiscal year ended February 1, 2025 (Fiscal 2024), the 53-week fiscal year
ended February 3, 2024 (Fiscal 2023), and the 52-week fiscal year ended January 28, 2023 (Fiscal 2022).
1

Our Stores
Over 99% of our net sales are derived from stores we operate as Burlington Stores. We believe that our
customers are attracted to our stores principally by the availability of a large assortment of first-quality, current,
brand-name merchandise at everyday low prices.
Burlington Stores offer customers a complete line of merchandise, including: women’s ready-to-wear
apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats. Our broad
selection provides a wide range of apparel, accessories and furnishings for all ages. Our strategy to chase the
sales trend allows us the flexibility to purchase less pre-season merchandise with the balance purchased in-season
and opportunistically. It also provides us with the flexibility to shift purchases between suppliers and categories.
This enables us to obtain better terms with our suppliers, which we expect to help offset any rising costs of
goods. Furthermore, we believe the “treasure hunt” nature of the off-price buying experience drives frequent
visits to our stores.
Our store base is geographically diversified with stores located in 46 states, Washington D.C. and Puerto
Rico as set forth below:
State
Number of Stores
State
Number of Stores
State
Number of Stores
AK
2
KY
9
NY
70
AL
12
LA
11
OH
31
AR
8
MA
25
OK
16
AZ
25
MD
24
OR
7
CA
112
ME
2
PA
42
CO
16
MI
30
PR
22
CT
16
MN
14
RI
6
DC
1
MO
12
SC
13
DE
3
MS
4
SD
2
FL
119
NC
36
TN
17
GA
37
ND
1
TX
123
IA
5
NE
5
UT
9
ID
3
NH
6
VA
33
IL
45
NJ
53
WA
18
IN
19
NM
5
WI
16
KS
9
NV
13
WV
1
Store Expansion and Real Estate Strategy
We continue to explore expansion opportunities both within our current market areas and in other regions.
We believe that our ability to find satisfactory locations for our stores is essential for the continued growth of our
business. The opening of stores generally is contingent upon a number of factors, including the availability of
desirable locations with suitable structures and the negotiation of acceptable lease terms.
We have a proven track record of new store expansion. Our store base has grown from 13 stores in 1980 to
1,108 stores as of February 1, 2025. Based on our smaller store prototype, as well as the ongoing opportunity
presented by accelerating retail disruption and industry wide store closures, our long-term store target remains at
2,000 stores. If we identify appropriate locations, including locations that fit our smaller store prototype, we
believe that we will be able to execute our growth strategy without significantly impacting our current stores. The
table below shows our store openings and closings each of the last three fiscal years.
Fiscal 2024
Fiscal 2023
Fiscal 2022
Stores (beginning of period)
1,007
927
840
Stores opened(a)(b)
116
91
91
Stores closed(a)
(15)
(11)
(4)
Stores (end of period)
1,108
1,007
927
(a)
Exclusive of relocations during Fiscal 2024, Fiscal 2023 and Fiscal 2022 of 31, 13 and 22 stores, respectively.
2

(b)
Stores opened during Fiscal 2024, Fiscal 2023 and Fiscal 2022 had an average size of approximately 27,000,
27,000 and 28,000 square feet, respectively.
The total gross square footage of all stores as of the end of Fiscal 2024, Fiscal 2023, and Fiscal 2022 was
51.8 million, 51.5 million, and 50.7 million, respectively. Of this total square footage, the area that represents the
total selling square footage for all stores as of the end of Fiscal 2024, Fiscal 2023, and Fiscal 2022 was
32.7 million, 31.5 million, and 31.0 million respectively.
Distribution and Warehousing
We have six distribution centers that shipped more than 99% of merchandise units to our stores in Fiscal
2024. The remaining merchandise units are drop shipped by our vendors directly to our stores. Our three east
coast distribution centers are located in Edgewater Park, New Jersey; Burlington, New Jersey; and Logan, New
Jersey, which became fully operational in Fiscal 2024. Our three west coast distribution centers are located in
San Bernardino, California, Redlands, California, and Riverside, California. These six distribution centers
occupy an aggregate of 5,135,000 square feet, and each includes processing, shipping and storage capabilities. In
addition, we entered into a lease with a purchase option during Fiscal 2023 for an additional distribution center in
Ellabell, Georgia occupying approximately 2,057,000 square feet. The purchase option was exercised during
Fiscal 2024. This building is expected to be fully operational during Fiscal 2026.
We also operate warehousing facilities to support our distribution centers. The east coast has two supporting
warehouses located in Burlington, New Jersey. The west coast has three supporting warehouses located in
Redlands, California, Riverside, California, and San Bernardino, California. These five warehousing facilities
occupy an aggregate of 2,383,000 square feet and primarily serve as storage facilities. We previously operated a
third warehousing facility in Burlington, New Jersey, which was closed during Fiscal 2023.
Calendar
Year
Operational
Size
(sq. feet)
Leased
or
Owned
Primary Distribution Centers:
Edgewater Park, New Jersey (Route 130 South)(a)
2004
648,000
Owned
Burlington, New Jersey (Daniels Way)
2014
1,000,000
Leased
Logan, New Jersey
2022
1,029,000
Leased
San Bernardino, California (E. Mill St.)
2006
758,000
Leased
Redlands, California (Pioneer Ave.)
2014
800,000
Leased
Riverside, California (Cactus Ave.)(c)
2021
900,000
Leased
Ellabell, Georgia(b)
2026
2,057,000
Owned
Warehousing Facilities:
Burlington, New Jersey (Route 130 North)(a)
1987
525,000
Owned
Burlington, New Jersey (Richards Run)
2017
511,000
Leased
Redlands, California (River Bluff Ave.)
2017
543,000
Leased
Riverside, California (Oleander Ave.)
2023
410,000
Leased
San Bernardino, California (Waterman Ave.)
2020
394,000
Leased
(a)
Inclusive of corporate offices.
(b)
We entered into a lease with a purchase option during Fiscal 2023 for an additional distribution center in
Ellabell, Georgia. The purchase option was exercised during Fiscal 2024. This building is expected to be
fully operational during Fiscal 2026.
(c)
During Fiscal 2024, we negotiated a purchase agreement for the Cactus Ave. distribution center in
Riverside, California.
In addition to the distribution centers that we operate, we have arrangements with third parties for the use of
pool point facilities, which we believe streamline and optimize our distribution network.
3

Customer Service
We are committed to providing our customers with an enjoyable shopping experience in stores that are
clean, neat and easy to shop. In training our associates, our goal is to emphasize friendly customer service and a
sense of professional pride.
We have empowered our store teams to provide a satisfying customer experience for every customer in
every store, every day. We have and continue to streamline processes and strive to create opportunities for fast
and friendly customer interactions. Our goal is to facilitate a “treasure-hunt” experience for our customers with
clean, organized merchandise presentations that highlight the brands, value and diversity of selection within our
frequently refreshed assortments.
Our Off-Price Sourcing and Merchandising Model
We believe that our ability to chase sales within the off-price model enables us to provide our customers with
products that are nationally branded, fashionable, high quality and at a compelling value. We have an experienced
team of General Merchandise Managers, Divisional Merchandise Managers and buyers that are continually focused
on improving comparable store inventory turnover, inventory age and freshness of merchandise.
We continue to improve the quality of our brand portfolio, driven by the growth of our merchandising team,
wide breadth of our product categories, and a vendor community increasingly committed to grow with
Burlington. We carry many different brands, none of which accounted for more than 6% of our net purchases
during Fiscal 2024, Fiscal 2023 or Fiscal 2022. We have no long-term purchase commitments or arrangements
with any of our suppliers, and believe that we are not dependent on any one supplier. We continue to have good
working relationships with our suppliers.
We have designed our merchant organization so that buyers focus primarily on buying, planners focus
primarily on planning, and information systems help inform data-driven decisions for both groups. Buyers are in
the market each week and focus on purchasing great products for great value. We seek to purchase a majority of
our merchandise in-season. Buyers spend time interacting face-to-face with new and existing vendors and
continuously evaluating trends in the market to which we believe our customers would respond positively. Our
buyers use a merchant scorecard that rates products across four key attributes—fashion, quality, brand and
price—to help formalize a framework for buying decisions.
Our merchandising model allows us to provide our customers with a wide breadth of product categories.
Sales percentage by major product category over the last three fiscal years was as follows:
Category
Fiscal 2024
Fiscal 2023
Fiscal 2022
Ladies apparel
21%
21%
22%
Accessories and shoes
27%
27%
24%
Home
20%
20%
21%
Mens apparel
17%
17%
17%
Kids apparel and baby
12%
12%
12%
Outerwear
3%
3%
4%
Human Capital Resources
Attracting, developing and retaining top talent is key to our growth, and our success depends on cultivating
an engaged and motivated workforce. Our goal is to create a welcoming and inclusive environment where our
associates can build a career for life.
Oversight and Management
Our Human Resources department is tasked with managing associate-related matters, including recruiting
and hiring, compensation and benefits, performance management, and learning and development. In addition, our
4

management and cross-functional teams also work closely to evaluate human capital management issues such as
associate retention and workplace safety, as well as to implement measures to mitigate these risks. This process
is informed by the results of our annual associate survey, which is discussed in further detail below.
Our Board of Directors and Board committees provide oversight on certain human capital matters. For
example, our Compensation Committee is responsible for, among other things, developing and reviewing
executive management succession plans and reviewing our compensation policies for executives and associates
generally to assess (i) whether the compensation structure establishes appropriate incentives and (ii) the risks
associated with such policies and practices.
Associates
As of February 1, 2025, we employed 77,532 associates, of which 78% were part-time or seasonal
associates. Of our associates, 90% worked in our stores, 7% worked in our distribution centers and 3% worked in
our corporate organization. As of February 1, 2025, 73% of our associates are female, and 79% of our associates
have a racial or ethnic minority background.
Our staffing requirements fluctuate during the year as a result of the seasonality of our business. We hire
additional associates and increase the hours of part-time associates during seasonal peak selling periods. As of
February 1, 2025, associates at one of our stores were subject to a collective bargaining agreement.
Corporate Culture
We recognize the critical importance of talent and culture to our success. Our value proposition, “Our
Burlington,” which defines who we are as an employer and what is important to us as a team, is based on five
tenets:
•
We Are an Off-Price Retailer: We deliver great values to our customers every day.
•
We Live by Our Core Values: Drive Results. Trust & Respect Each Other. Build Teams & Partnerships.
•
We Believe Everyone Matters: We listen to the individual viewpoints of our diverse workforce through
open and honest communication.
•
We Win Together: We recognize those who make a difference. Great performance leads to exciting
career opportunities.
•
We Are a Caring Company: We have a caring work environment, and the generosity of our associates
and customers helps to improve the communities we live and work in and beyond.
We conduct an annual associate survey to measure associate engagement. The survey results help us
understand the associate experience, evaluate our performance, identify our strengths and pinpoint opportunities
for improvement.
Learning and Development
We support our associates’ career growth by offering a blended learning approach that includes online
education, on-the-job training, coaching and career development. All associates, including full- and part-time, in
our stores, distribution centers and corporate offices, are offered training and development opportunities. Our
learning and development programs are integral to the development of our associates and enable them to take on
new and expanded roles across our organization.
Compensation and Benefits
As part of our commitment to offer competitive wages, Burlington works to ensure that our pay structure
aligns with industry standards. In addition to being merit based, Burlington reviews compensation for all
5

associates at every level of the business based on market analysis, seeking to ensure associates are fairly and
appropriately compensated. Through this process, we have increased the wages of our hourly associates every
year since 2010. We also offer a wide array of benefits for our associates and their families, including health and
wellness and retirement benefits.
Customer Demographic
Our core customer is 25-49 years old, is more ethnically diverse than the general population, and most have
an annual household income of $25,000-$100,000. The core customer is educated, resides in mid- to large-sized
metropolitan areas and shops for themselves, their family, and their home. We appeal to value seeking and brand
conscious customers who understand the off-price model and love the thrill of the hunt.
Marketing and Advertising
We use a mix of broad-based and targeted marketing strategies to efficiently deliver the right message to our
audience at the right time. Broad-based strategies include television and radio, while our digital and streaming
audio strategies allow for more personalized and targeted messaging. Email reaches our best customers, while
social media marketing, including relationships with influencers, allows for authentic consumer engagement.
Burlington.com highlights our great merchandise values, while encouraging customers to visit our stores to
discover fantastic deals on the brands and products they love—from stylish apparel to everything they need and
want for their entire family and home.
Competition
The U.S. retail apparel and home furnishings markets are highly fragmented and competitive. We compete
on the basis of a combination of factors, including, among others, price, breadth, quality and style of merchandise
offered, in-store experience, level of customer service, ability to identify and respond to new and emerging
fashion trends, brand image and scalability. We compete for business with department stores, off-price retailers,
specialty stores, online retailers, discount stores, wholesale clubs, and outlet stores, as well as with certain
traditional, full-price retail chains that have developed off-price concepts. At various times throughout the year,
traditional full-price department store chains and specialty shops offer brand-name merchandise at substantial
markdowns, which can result in prices approximating those offered by us at our stores.
Seasonality
Our business, like that of most retailers, is subject to seasonal influences. In the second half of the year,
which includes the back-to-school and holiday seasons, we generally realize a higher level of sales and net
income. Weather is also a contributing factor to the sale of our merchandise. Generally, our sales are higher if the
weather is cold during the Fall and warm during the early Spring. Sales of cold weather clothing are increased by
early cold weather during the Fall, while sales of warm weather clothing are improved by early warm weather
conditions in the Spring. Although we have diversified our product offerings, we believe traffic to our stores is
still driven, in part, by weather patterns.
Trademarks
We are the owner of certain registered and common law trademarks, service marks and tradenames
(collectively referred to as the Marks) that we use in connection with our business. Our Marks include, but are
not limited to, “Burlington,” “Burlington Coat Factory,” “B, stylized” and “DEALS. BRANDS. WOW!” We
consider these Marks and the accompanying name recognition to be valuable to our business. We believe that our
rights to these properties are adequately protected. Our rights in these Marks endure for as long as they are used.
6

Available Information
We are subject to the reporting requirements of the Exchange Act. Therefore, we file reports, proxy
statements and other information with the Securities and Exchange Commission (SEC). The SEC maintains a
website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC, including us.
You can access financial and other information about us on the Investor Relations page of our website at
www.burlingtoninvestors.com. We make available through our website, free of charge, copies of our annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed with or furnished to the SEC under Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after electronically filing or furnishing such material to the SEC.
Investors and others should note that we currently announce material information using SEC filings, press
releases, public conference calls and webcasts. In the future, we will continue to use these channels to distribute
material information about the Company, and may also utilize our website and/or various social media sites to
communicate important information about the Company, key personnel, new brands and services, trends, new
marketing campaigns, corporate initiatives and other matters. Information that we post on our website or on
social media channels could be deemed material; therefore, we encourage investors, the media, our customers,
business partners and others interested in the Company to review the information posted on our website, as well
as the following social media channels: Facebook (www.facebook.com/BurlingtonStores) and X (formerly
Twitter) (www.x.com/burlington). Any updates to the list of social media channels we may use to communicate
material information will be posted on the Investor Relations page of our website at
www.burlingtoninvestors.com.
The information contained on, or accessible through, our website and these social media channels is not part
of this Annual Report and is therefore not incorporated by reference. The references to our website and these
social media channels are intended to be inactive textual references only.
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Item 1A. Risk Factors
Set forth below are material risks and uncertainties that could adversely affect our results of operations,
financial condition or cash flows and cause our actual results to differ materially from those expressed in
forward-looking statements made by us. Although we believe that we have identified and discussed below the
key risks and uncertainties affecting our business, there may be additional risks and uncertainties that are not
presently known or that are not currently believed to be material that may adversely affect our results of
operations, financial condition or cash flows. Before making an investment decision, you should carefully
consider the risks and uncertainties described below together with all of the other information included or
incorporated by reference in this Annual Report.
Macroeconomic, Industry and Business Risks
A downturn in general economic conditions or consumer spending or inflationary conditions could adversely
affect our business.
Consumer spending levels and shopping behaviors are affected by various economic conditions, which can
affect our business or the retail industry generally as a result. These factors include, among other things,
prevailing global economic conditions, inflation (including the costs of basic necessities and other goods), levels
of employment, salaries and wage rates, prevailing interest rates, housing costs, energy costs, commodities
pricing, income tax rates and policies, consumer confidence and consumer perception of economic conditions. In
addition, consumer purchasing patterns may be influenced by consumers’ disposable income, credit availability
and debt levels. Slowdown in the U.S. economy, an uncertain global economic outlook, interest rate volatility, or
a credit crisis could adversely affect consumer spending habits, resulting in lower net sales and profits than
expected on a quarterly or annual basis. Consumer confidence is also affected by the domestic and international
political situation and periods of social unrest. The occurrence of terrorist acts or other hostilities in or affecting
the U.S. could lead to a decrease in spending by consumers. In addition, natural disasters, industrial accidents,
acts of war or global international conflicts (such as the conflict in Ukraine or the conflict in the Middle East),
and public health issues (such as pandemics or epidemics) have in the past and may in the future have the effect
of disrupting supplies and raising prices globally which, in turn, may have adverse effects on the world and U.S.
economies and lead to a downturn in consumer confidence and spending. Certain of these risks, such as risks
arising from political volatility, may be enhanced in 2025 in light of the U.S. administration’s change in trade
and tariff policies.
There can be no assurance that we will be able to offset inflationary pressure and other fluctuations in costs
in the future, or that consumer behavior or our business, operations, liquidity, and/or financial results, will not be
negatively affected by continued inflation in the future. We may not be able to adequately increase our prices
over time to offset increased costs, whether due to inflation or otherwise. Any decreases in consumer
discretionary spending could result in a decrease in store traffic and same store sales, all of which could
negatively affect the Company’s business, operations, liquidity, financial results and/or stock price, particularly if
consumer spending levels are depressed for a prolonged period of time.
We face increased competition from other retailers that could adversely affect our business.
The retail sector is highly competitive, and retailers are constantly adjusting their business models,
promotional activities and pricing strategies in response to changing conditions. We compete on the basis of a
combination of factors, including, among others, price, breadth, quality and style of merchandise offered, in-store
experience, level of customer service, ability to identify and respond to new and emerging fashion trends, brand
image and scalability. We compete with a wide variety of retailers for customers, vendors, suitable store
locations and personnel. Some of our competitors are larger than we are or have more experience than we do in
selling certain product lines or through certain channels. Additionally, existing competitors may consolidate with
other retailers, expand their merchandise offerings, expand their e-commerce capabilities, and/or add new sales
channels, change their pricing strategies, or use technology more effectively than we do, including the use of
8

artificial intelligence. More generally, consumer e-commerce spending may continue to increase, as it has in
recent years, while our business is exclusively in brick-and-mortar stores. If we fail to compete effectively, our
sales and results of operations could be adversely affected.
In order to increase traffic and drive consumer spending, competitors, including department stores, mass
merchants and specialty apparel stores, have been offering brand-name merchandise at substantial markdowns.
Continuation of this trend, or the possible effect on consumer buying patterns that improving economic
conditions could have, may cause consumer demand to shift from off-price retailers to other retailers, which
could have a material adverse effect on our business and results of operations.
Certain traditional, full-price retail chains have developed off-price concepts, which may directly compete
with our business. Our competitors, including such retail chains, may seek to emulate facets of our business
strategy, which could result in a reduction of any competitive advantage or special appeal that we might possess.
In addition, most of our products are sold to us on a non-exclusive basis. As a result, our current and future
competitors may be able to duplicate or improve on some or all of our product offerings that we believe are
important in differentiating our stores. If our competitors were to duplicate or improve on some or all of our
in-store experience or product offerings, obtaining the products we sell may become increasingly difficult,
competition for customers may increase, and our competitive position and our business could suffer.
Our net sales, operating income and inventory levels fluctuate on a seasonal basis.
Our net sales and operating income fluctuate seasonally, with a higher level of our operating income
typically realized during the second half of the year. Any decrease in sales or margins during this period could
have a disproportionate effect on our financial condition and results of operations. Seasonal fluctuations also
affect our inventory levels. We must carry a significant amount of inventory, especially before the holiday season
selling period. If we are not successful in selling our inventory, we may have to write down our inventory or sell
it at significantly reduced prices or we may not be able to sell such inventory at all, which could have a material
adverse effect on our financial condition and results of operations.
A reduction in traffic to, or the closing of, the other destination retailers in the shopping areas where our
stores are located could significantly reduce our sales.
Many of our stores are strategically located in off-mall shopping areas known as “power centers.” Power
centers typically contain three to five big-box anchor stores along with a variety of smaller specialty tenants. Due
to many of our stores being located in such shopping areas, our sales are derived, in part, from the volume of
traffic generated by the other destination retailers and the anchor stores in power centers where our stores are
located. Customer traffic to these shopping areas may be adversely affected by the closing of such destination
retailers or anchor stores, or by a reduction in traffic to such stores resulting from a regional or global economic
downturn, a general downturn in the local area where our store is located, increased competition from alternative
retail options such as those accessible via the internet or a decline in the desirability of the shopping environment
of a particular power center. Such a reduction in customer traffic would reduce our sales and leave us with excess
inventory, which could have a material adverse effect on our business, financial condition, profitability and cash
flows. We may respond by increasing markdowns or transferring product to other stores to reduce excess
inventory, which would further decrease our gross profits and net income.
Failure to identify customer trends and preferences to meet customer demand could negatively impact our
performance and reputation.
Because our success depends on our ability to meet customer demand, we work to follow customer trends
and preferences on an ongoing basis and to buy inventory in response to those trends and preferences. However,
identifying consumer trends and preferences in the diverse product lines and many markets in which we do
business and successfully meeting customer demand across those lines and for those markets on a timely basis is
9

challenging. Although our flexible business model allows us to buy close to need and in response to consumer
preferences and trends, and to expand and contract merchandise categories in response to consumers’ changing
tastes, we may not do so successfully, which could adversely affect our sales and the markdowns required to
move the resulting excess inventory will adversely affect our operating margins.
Customers may also have expectations about how they shop in stores, or more generally engage with
businesses across different channels or media (through internet-based and other digital or mobile channels or
particular forms of social media), which may vary across demographics and may evolve rapidly. Customers are
increasingly using technology and mobile devices to rapidly compare products and prices and to purchase
products. Failure to effectively meet these changing expectations and demands may adversely impact our
reputation and our financial results.
We may be unable to meet evolving regulatory requirements and stakeholder expectations regarding
environmental, social or governance (ESG) matters.
Many stakeholders, including investors, customers, employees, consumers and others, have increasingly
focused on ESG topics, including environmental sustainability and corporate social responsibility matters such as
climate change, packaging and waste reduction, and energy consumption in a variety of ways that are not
necessarily consistent. We face pressures from certain constituencies to meet our goals related to, and to make
significant advancements toward achievements in, these areas. Achievement of our goals is subject to risks and
uncertainties, many of which are outside of our control, and it is possible that we may fail to achieve these goals or
that these constituencies may not be satisfied with the goals we set or our efforts to achieve them. Our disclosure on
these matters and our failure, or perceived failure, to meet our goals and otherwise address these matters to our
stakeholders’ satisfaction, could harm our reputation, which could negatively impact our business, our relationship
with our various stakeholders, and our results of operations. In addition, we could be criticized for the scope of our
ESG initiatives. Our failure to meet shifting stakeholder expectations could negatively impact our brand, image,
reputation, credibility, and the willingness of our customers and suppliers to do business with us.
In addition, complying with ESG-related rules and regulations, including collecting, measuring and
reporting related data, can be costly, difficult and time consuming. Significant expenditures and commitment of
time by management, employees and outside advisors may be involved in developing, implementing and
overseeing policies, practices and internal controls related to ESG risk and performance, and we may undertake
additional costs to meet our reporting and compliance obligations related to ESG matters. For example, the State
of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial
Risk Act that will impose broad climate-related disclosure obligations on companies doing business in California
and may increase our costs of compliance as a result.
We also may face stakeholder scrutiny, potential governmental enforcement actions or private litigation
regarding our ESG initiatives and sustainability goals, or our disclosure of those goals and our metrics for
measuring achievement of them, which may increase our costs of compliance, damage our reputation, or cause
investors or consumers to lose confidence in us.
Extreme and/or unseasonable weather conditions caused by climate change or otherwise, or natural disasters,
could have a significant adverse effect on our business.
Our business is susceptible to risks associated with climate change, which may cause more frequent and
extreme weather events. Extreme weather conditions in the areas in which our stores or distribution centers are
located—especially in areas with a high concentration of our stores—could have a material adverse effect on our
business, financial condition and results of operations. For example, heavy snowfall or other extreme weather
conditions over a prolonged period, caused by climate change or otherwise, might make it difficult for our
customers or employees to travel to our stores. In addition, natural disasters such as hurricanes, tornados, floods,
earthquakes, and other extreme weather or climate conditions, or a combination of these or other factors, could
severely damage or destroy one or more of our stores or distribution facilities located in the affected areas, or
10

disrupt our computer systems, thereby disrupting our business operations. Any of these events or circumstances
also could disrupt the operations of one or more of our vendors. Day-to-day operations, particularly our ability to
receive products from our vendors or transport products to our stores, could be adversely affected, or we could be
required to close stores.
Our business is also susceptible to unseasonable weather conditions. For example, extended periods of
unseasonably warm temperatures during the Fall or Winter seasons or cool weather during the Spring or Summer
seasons could render a portion of our inventory incompatible with those unseasonable conditions, particularly in light
of our historical product mix. These prolonged unseasonable weather conditions could adversely affect our business,
financial condition and results of operations. In addition, because higher net sales historically have occurred during the
second half of the year, unseasonably warm weather during these months could have a disproportionately large effect
on our business and materially adversely affect our financial condition and results of operations.
Public health crises, epidemics or pandemics have had, and could in the future have, a negative impact on the
Company’s business and operations.
Public health crises, epidemics or pandemics have had, and could in the future have, a negative impact on
our business and operations, including Company sales and cash flow. Such public health crises, epidemics and
pandemics have the potential to create significant volatility, uncertainty and worldwide economic disruption,
resulting in an economic slowdown of potentially extended duration, as seen with the COVID-19 pandemic. Such
public health crises, epidemics and pandemics, could adversely affect our business and financial results, they
may also have the effect of heightening many of the other risks described throughout this Annual Report.
Strategic Risks
We may not be able to sustain our growth plans or successfully implement our long-range strategic goals.
Our growth largely depends on our ability to successfully open and operate new stores, as well as to expand
our distribution capabilities in order to support that growth. While we have identified numerous market
opportunities that we believe will allow us to operate 2,000 stores over the long term, the success of these
strategies is dependent upon, among other things, the current retail environment, the identification of suitable
markets and the availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease
economics, demographics and other factors, the negotiation of acceptable lease terms, construction costs, the
availability of financing, the hiring, training and retention of competent sales personnel, and the effective
management of inventory to meet the needs of new and existing stores on a timely basis.
Notably, as we continue to evolve our off-price model, we plan on more effectively chasing the sales trend,
making greater investments in our merchandising capabilities, operating with leaner inventories, improving
operational flexibility, and challenging expenses, among other strategic initiatives. Executing these initiatives
while also maintaining the current pace of our expansion may place increased demands on our operational,
managerial and administrative resources. These initiatives may require us to increase the number of merchants
and other associates we employ, modify how we manage our liquidity and inventory, as well as to monitor and
upgrade our management information and other systems and our distribution infrastructure.
We may not be able to successfully execute our growth and other strategies on a timely basis or at all. If we
fail to implement these strategies successfully, if we cannot keep up with the pace required for execution, or if
these strategies do not yield the desired outcomes, our financial condition and results of operations would be
adversely affected.
Failure to execute our opportunistic buying and inventory management process could adversely affect our
business.
We purchase the majority of our inventory opportunistically, with our buyers purchasing close to need.
Establishing the “treasure hunt” nature of the off-price buying experience to drive traffic to our stores requires us
11

to offer changing assortments of merchandise in our stores. While opportunistic purchasing provides our buyers
the ability to buy at desirable times and prices, in the quantities we need and into market trends, it places
considerable discretion with our buyers, which subjects us to risks related to the pricing, quantity, nature and
timing of inventory flowing to our stores. If we are unable to provide frequent replenishment of fresh, high
quality, attractively priced merchandise in our stores, it could adversely affect traffic to our stores as well as our
sales and margins. We base our purchases of inventory, in part, on our sales forecasts. If our sales forecasts do
not match customer demand, we may experience higher inventory levels and need to mark down excess or slow-
moving inventory, leading to decreased profit margins, or we may have insufficient inventory to meet customer
demand, leading to lost sales, either of which could adversely affect our financial performance. We need to
purchase inventory sufficiently below conventional retail to maintain our pricing differential to regular
department and specialty store prices, and to attract customers and sustain our margins, which we may not
achieve at various times and which could adversely affect our results.
In order to better serve our customers and maximize sales, we must properly execute our inventory
management strategies by appropriately allocating merchandise among our stores, timely and efficiently
distributing inventory to such locations, maintaining an appropriate mix and level of inventory in such locations,
appropriately changing the allocation of floor space of stores among product categories to respond to customer
demand, and effectively managing pricing and markdowns, and there is no assurance we will be able to do so. In
addition, as we execute inventory localization initiatives, there could be disruptions in inventory flow and
placement. Failure to effectively execute our opportunistic inventory buying and inventory management
strategies could adversely affect our performance and our reputation.
In addition to our own execution, we may need to react to factors affecting inventory flow that are outside
our control, such as adverse weather, natural disasters, epidemics or pandemics or other changes in conditions
affecting our vendors and others in our supply chain, such as political instability, labor issues (including strikes
or threats of strikes and scarcity of labor) and increased labor costs, reduced freight capacity and other
transportation issues, or increasing cost of regulations. If we are not able to adjust appropriately to such factors,
our inventory management may be affected, which could impact our performance and our reputation.
Operational Risks
If we cannot optimize our existing stores or maintain favorable lease terms, our growth strategy and
profitability could be negatively impacted.
We lease substantially all of our store locations. Most of our current leases expire at various dates after
ten-year terms, the majority of which are subject to our option to renew such leases for several additional five-
year periods. While we have the right to terminate some of our leases under specified conditions, including by
making specified payments, we may not be able to terminate a particular lease if or when we would like to close
a particular store. If we decide to close stores, we are generally required to continue to perform obligations under
the applicable leases, which generally include, among other things, paying rent and operating expenses for the
balance of the lease term, or paying to exercise rights to terminate, and performing any of these obligations may
be expensive. When we assign leases or sublease space to third parties, we may remain liable on the lease
obligations, which could lead to significant expense if the assignee or sublessee does not perform. In addition,
when the lease terms for the stores in our ongoing operations expire, our ability to renew such expiring leases on
commercially acceptable terms or, if such leases cannot be renewed, our ability to lease a suitable alternative
location, and our ability to enter into leases for new stores on favorable terms will each depend on many factors,
some of which may not be within our control, such as conditions in the local real estate market, competition for
desirable properties and our relationships with current and prospective lessors. As we renew and replace our store
leases, we also strive to optimize the size of our existing stores to ensure maximum space utilization, which
frequently means adjusting operations to accommodate smaller space through alternative floor plans and
inventory turn optimization.
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In addition, to the extent that our new store openings are in existing markets, we may experience reduced
net sales volumes in existing stores in those markets. If we experience a decline in performance or lease payment
allowances from our lessors become unavailable, we may slow or discontinue store openings, relocations,
refreshes and/or remodels.
If any of the foregoing occurs, our growth and profitability may be negatively impacted.
If we are unable to purchase attractive brand name merchandise in sufficient quantities at competitive prices,
we may be unable to offer an appealing merchandise mix and our sales may be harmed.
Our ability to purchase merchandise opportunistically from third party vendors depends upon the
continuous, sufficient availability of high-quality merchandise that we can acquire at prices sufficiently below
those paid by conventional retailers in order to achieve the value proposition we strive to provide to our
customers. Some of our key vendors may limit the number of retail channels they use to sell their merchandise,
which may result in intense competition among retailers to obtain and sell these goods. Moreover, we typically
buy products from our vendors on a purchase order basis. We have no long-term purchase contracts with any of
our vendors and, therefore, have no contractual assurances of continued supply, pricing or access to products, and
any vendor could change the terms upon which they sell to us or discontinue selling to us at any time. Finally, if
our vendors are better able to manage their inventory levels and reduce the amount of their excess inventory, the
amount of high-quality merchandise available to us could be materially reduced.
If our relationships with our vendors are disrupted, we may not be able to acquire the merchandise we
require in sufficient quantities or on terms acceptable to us. Any inability to acquire high quality merchandise
would have a negative effect on our business and operating results because we would be missing products from
our merchandise mix unless and until alternative supply arrangements were made, resulting in deferred or lost
sales. In addition, events that adversely affect our vendors could impair our ability to obtain desired merchandise
in sufficient quantities. Such events include difficulties or problems associated with our vendors’ businesses,
finances, labor, importation of products, costs, production, insurance and reputation.
Our failure to attract, train and retain quality employees and temporary personnel in sufficient numbers could
adversely affect our business.
Our performance depends on recruiting, developing, training and retaining quality store, distribution center
and other employees in large numbers as well as experienced buying and management personnel, and we invest
significant resources in training and motivating them to maintain a high level of job satisfaction. Many of our
store and distribution center employees are in entry level or part-time positions with historically high rates of
turnover, which can lead to increased training and retention costs, particularly if employment opportunities
increase. Availability and skill of employees may differ across markets in which we do business and in new
markets we enter, and we need to manage our labor needs effectively.
In addition, because of the distinctive nature of our off-price model, we must provide significant internal
training and development for key employees across the company, including within our buying organization. Similar
to other retailers, we face challenges in securing and retaining sufficient talent in management and other key areas
for many reasons, including competition in the retail industry generally and for talent in various geographic markets.
If we do not continue to attract qualified individuals, train them in our business model, support their development
and retain them, our performance could be adversely affected or our growth could be limited.
We are also dependent upon temporary personnel to adequately staff our distribution facilities, with
heightened dependence during busy periods such as the holiday season. Although we strive to secure long-term
contracts on favorable terms with our service providers and other vendors, we may not be able to avoid
unexpected operating cost increases in the future, such as those associated with minimum wage increases or
enhanced health care requirements. In addition, there can be no assurance that we will receive adequate
assistance from our temporary personnel, or that there will be sufficient sources of suitable temporary personnel
13

to meet our demand. Any such failure to meet our staffing needs or any material increases in associate turnover
rates could have a material adverse effect on our business or results of operations. Further, any negative publicity
regarding the agencies from which we source temporary personnel, such as in connection with immigration
issues or employment practices, could damage our reputation, disrupt our ability to obtain needed labor or result
in financial harm to our business.
Labor costs, including healthcare costs, and other challenges from our large workforce may adversely affect
our results and profitability.
We have a large workforce, and our ability to meet our labor needs while controlling costs, including costs
of providing health, retirement and other associate benefits, is subject to various factors such as unemployment
levels; prevailing wage rates and minimum wage requirements; participant benefit levels; economic conditions;
interest rate changes; health and other insurance costs; and the regulatory environment, including health care
legislation, and with respect to governmental labor and employment and associate benefits programs and
requirements. When wage rates or benefit levels increase in the market or the unemployment rate is otherwise
low, increasing our wages or benefits to compete for employees may cause our earnings to decrease, while failing
to increase our wages or benefits competitively or reducing our wages or benefits could result in a decline in our
ability to attract or retain employees or in the quality of our workforce, causing our customer service or
performance to suffer, which could negatively impact our results.
Parties with whom we do business may be subject to insolvency risks or may otherwise become unable or
unwilling to perform their obligations to us.
We are party to contracts, transactions and business relationships with various third parties, including
vendors, suppliers, service providers and lenders, pursuant to which such third parties have performance,
payment and other obligations to us. In some cases, we depend upon such third parties to provide essential
leaseholds, products, services or other benefits, including with respect to store and distribution center locations,
merchandise, advertising, software development and support, logistics, other agreements for goods and services
in order to operate our business in the ordinary course, extensions of credit, hedging instruments and other vital
matters. Economic, industry and market conditions could result in increased risks to us associated with the
potential financial distress of such third parties.
If any of the third parties with which we do business become subject to bankruptcy, receivership or similar
insolvency proceedings, our rights and benefits in relation to our contracts, transactions and business
relationships with such third parties could be terminated, modified in a manner adverse to us, or otherwise
impaired. We cannot make any assurances that we would be able to arrange for alternate or replacement
contracts, transactions or business relationships on terms as favorable as our existing contracts, transactions or
business relationships, if at all. Any inability on our part to do so could negatively affect our cash flows, financial
condition and results of operations.
Many of our vendors produce merchandise overseas, and our business is exposed to the risk of foreign and
domestic operations and international tax policies and trade relations.
We do not own or operate any manufacturing facilities. As a result, we are dependent upon the timely
receipt of quality merchandise from vendors, many of which produce merchandise overseas. Factors which affect
overseas production could affect our vendors and, in turn, our ability to obtain inventory and the price levels at
which they may be obtained. Factors that cause an increase in merchandise costs or a decrease in supply could
lead to generally lower sales and gross margins in the retail industry.
Such factors include:
•
political or labor instability in countries where vendors are located or at foreign ports which could
result in lengthy shipment delays, which, particularly if timed ahead of the Fall and Winter peak selling
periods, could materially and adversely affect our ability to stock inventory on a timely basis;
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•
disruptions in the operations of domestic ports through which we import our merchandise, including
labor disputes involving work slowdowns, lockouts or strikes, which could require us and/or our
vendors to ship merchandise to alternative ports in the United States or through the use of more
expensive means, and shipping to alternative ports in the United States could result in increased lead
times and transportation costs; disruptions at ports through which we import our goods could also
result in unanticipated inventory shortages;
•
political or military conflict, which could cause a delay in the transportation of our products to us and
an increase in transportation costs;
•
heightened terrorism security concerns, which could subject imported goods to additional, more
frequent or more thorough inspections, leading to delays in deliveries or impoundment of goods for
extended periods;
•
disease epidemics, pandemics, outbreaks and other health-related concerns, which could result in
closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods
produced in affected areas;
•
natural disasters and industrial accidents, which could have the effect of curtailing production and
disrupting supplies;
•
increases in labor and production costs in goods-producing countries, which would result in an increase
in our inventory costs;
•
the migration and development of manufacturers, which can affect where our products are or will be
produced;
•
fluctuation in our vendors’ local currency against the dollar, which may increase our cost of goods
sold; and
•
changes in import duties, tariffs, taxes, charges, quotas, loss of “most favored nation” trading status
with the United States for a particular foreign country and trade restrictions (including the United
States imposing antidumping or countervailing duty orders, safeguards, remedies or compensation and
retaliation due to illegal foreign trade practices).
Any of the foregoing factors, or a combination thereof, could have a material adverse effect on our business.
Over the past few years, uncertainty has increased with respect to tax and trade policies, tariffs and
government regulations affecting trade between the U.S. and other countries. Although we source the majority of
our merchandise from third party vendors located in the U.S., the production of that merchandise occurs
primarily overseas. As a result, we continue to evaluate the impact of currently effective tariffs, as well as any
additional proposed tariffs, on our supply chain, costs, sales and profitability. We can provide no assurance that
any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.
In addition, other major developments in tax policy or trade relations, such as the disallowance of tax
deductions for imported merchandise or the imposition of additional unilateral tariffs on imported products,
could increase the cost of products purchased from suppliers in such countries or restrict the importation of
products from such countries, which in turn could have a material adverse effect on our business, results of
operations and liquidity.
Any disruption to our distribution network could cause disruptions in our business, a loss of sales and profits,
increases in our expenses, and other material adverse effects.
Most of the merchandise we purchase is shipped directly to our distribution centers, where it is prepared for
shipment to the appropriate stores. The success of our stores depends in part on their timely receipt of
merchandise, and a strong, efficient and flexible distribution network is critical to our ability to grow and to
maintain a low-cost operating structure. A disruption within our distribution network, including the shutdown of
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or loss of significant capacity by one or more of our current primary distribution centers could adversely affect
our ability to deliver inventory in a timely manner and significantly disrupt our business. In addition, any failure
to continue to add capacity to our existing distribution centers and build out planned additional distribution
centers timely and cost effectively could adversely affect our business.
In addition to the distribution centers that we operate, we have arrangements with third parties for the use of
pool point facilities, which we believe streamline and optimize our distribution network. If complications arise
with a pool point facility or its operator, or if any such facility is severely damaged or destroyed, it may cause
delays in the delivery of our merchandise to our stores. We also may be affected by disruptions in the global
transportation network such as port strikes, weather conditions, work stoppages or other labor unrest, which may
also adversely affect our ability to deliver inventory on a timely basis. We also depend upon third-party carriers
for shipment of merchandise; any interruption in service by these carriers for any reason could cause disruptions
in our business, a loss of sales and profits, and other material adverse effects.
If we are unable to protect our information systems against service interruption, misappropriation of data,
breaches of security, or other cyber-related attacks, our operations could be disrupted, we may suffer financial
losses and our reputation may be damaged.
We rely extensively on various information systems, including data centers, hardware, software and
applications to manage many aspects of our business, including to process and record transactions in our stores,
to enable effective communication systems, to plan and track inventory flow, to manage logistics and to generate
performance and financial reports. In addition, some aspects of our business, like that of most retailers, involve
the receipt, storage and transmission of customers’ personal information and consumer preferences, as well as
confidential information about our employees, our vendors and our Company, some of which is entrusted to
third-party service providers and vendors. We are dependent on the integrity, security and consistent operations
of these systems and related back-up systems, software, tools (including encryption technology) and monitoring
to maintain reliable operations, provide security and oversight for processing, transmission, storage and the
protection of confidential information, and to recover from unexpected outages.
Like most major corporations, we, our customers and our third-party services providers face an evolving,
increasing threat landscape in which cybercriminals, among others, employ a complex array of techniques
designed to disrupt operations and/or access personal and other sensitive information, including, for example, the
use of fraudulent or stolen access credentials, malware, ransomware, phishing, denial of service and other types
of attacks. Hardware, software or applications we develop or obtain from third parties may contain defects in
design or manufacture or other problems that are not presently known and could unexpectedly compromise
information security. In addition, our employees, contractors or third parties with which we do business or to
which we outsource business operations may attempt to circumvent our security measures in order to
misappropriate such information, and may purposefully or inadvertently cause a breach involving such
information or become subject to various other cyber-crimes. Further, our computer systems and the third-party
systems of our vendors are also subject to damage or interruption from a number of non-criminal causes,
including power outages; computer and telecommunications failures; computer viruses; and design or usage
errors by our employees or contractors. Moreover, the rapid evolution and increased adoption of artificial
intelligence, Software as a Service (SaaS) and cloud technologies may intensify our cybersecurity risks.
If we or third parties with which we do business were to fall victim to successful cyber-attacks or experience
other material cybersecurity incidents, including the loss of individually identifiable customer or other
confidential data or the inability to provide contracted services, we may incur substantial costs and suffer other
negative consequences, which may include:
•
remediation costs, such as liability for stolen assets or information, repairs of system damage or
replacement of systems, and incentives to customers or business partners in an effort to maintain
relationships after an attack;
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•
increased cybersecurity protection costs, which may include the cost of continuing to make
organizational changes, deploy additional personnel and protection technologies, train employees, and
engage third party consultants;
•
lost revenues resulting from operational disruption or the unauthorized use of proprietary information
or the failure to retain or attract customers following an attack;
•
litigation and legal risks, including regulatory actions by state and federal governmental authorities;
•
increased cybersecurity and other insurance premiums;
•
reputational damage that adversely affects customer or investor confidence; and
•
damage to our competitiveness, stock price, and long-term stockholder value.
We employ various security measures and technologies to actively monitor, prevent, mitigate, and recover
from cyber-attacks. Despite advances in security hardware, and software, the methods and tools used to obtain
unauthorized access, disable or degrade service, or sabotage systems are constantly changing and evolving, and
may be difficult to anticipate or detect, and there is no guarantee that the proactive measures we put in place will
be adequate to safeguard against all data security breaches or misuses of data. As many of our non-store
associates continue to work in a hybrid model, we face an increased risk due to the potential interruptions to
internal or external information technology infrastructure as well as ongoing threats and attempts to breach our
security networks. The Company carries information security risk insurance that is designed to mitigate against
certain potential losses arising from a cybersecurity incident. However, there is no guarantee that this insurance
coverage will be sufficient to cover all possible claims and we could suffer losses that could have a material
adverse effect on our business.
Although we endeavor to maintain reliable operations and protect consumer identity and payment
information through the development of security talent and the implementation of technologies, processes and
procedures, including training programs for employees to raise awareness about phishing, malware and other
cyber risks, we could experience increased costs associated with maintaining these protections as threats of
cyber-attacks increase in sophistication and complexity. In addition, there are inherent risks associated with
modifying or replacing systems, and with new or changed relationships, including accurately capturing and
maintaining data, realizing the expected benefit of the change and managing the potential disruption of the
operation of the systems as the changes are implemented. Potential issues associated with implementing
technology initiatives and the time and resources required to optimize the benefits of new elements of our
systems and infrastructure could reduce the efficiency of our operations in the short term.
We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft,
subject us to potential liability and potentially disrupt our business.
We accept payments using a variety of methods, including cash, checks, credit and debit cards, and gift
cards, and we may offer new payment options over time. Acceptance of these payment methods subjects us to
rules, regulations, contractual obligations and compliance requirements, including payment network rules and
operating guidelines, data security standards and certification requirements, and rules governing electronic funds
transfers. These requirements may change over time or be reinterpreted, making compliance more difficult or
costly.
For certain payment methods, including credit and debit cards, we pay interchange and other fees, which
may increase over time and raise our operating costs. We rely on third parties to provide payment processing
services, including the processing of credit cards, debit cards, and other forms of electronic payment. If these
companies become unable to provide these services to us, or if their systems are compromised, it could
potentially disrupt our business. The payment methods that we offer also subject us to potential fraud and theft
by criminals, who are becoming increasingly sophisticated, seeking to obtain unauthorized access to or exploit
weaknesses that may exist in the payment systems. If we fail to comply with applicable rules or requirements for
the payment methods we accept, or if payment-related data is compromised due to a breach or misuse of data, we
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may be liable for costs incurred by payment card issuing banks and other third parties or subject to fines and
higher transaction fees, or our ability to accept or facilitate certain types of payments may be impaired. In
addition, our customers could lose confidence in certain payment types, which may result in a shift to other
payment types or potential changes to our payment systems that may result in higher costs. As a result, our
business and operating results could be adversely affected.
Our future growth and profitability could be adversely affected if our advertising and marketing programs are
not effective in generating sufficient levels of customer awareness and traffic.
We rely on advertising to increase consumer awareness of our product offerings and pricing to drive traffic
to our stores. In addition, we rely and will increasingly rely on other forms of media advertising, including
digital, social media and e-marketing. Our future growth and profitability will depend in part upon the
effectiveness and efficiency of our advertising and marketing programs. Our advertising and marketing programs
may not be successful if we do not:
•
manage advertising and marketing costs effectively in order to maintain acceptable operating margins
and return on our marketing investment; and
•
convert customer awareness into actual store visits and product purchases.
Our planned advertising and marketing expenditures may not result in increased total or comparable store
sales or generate sufficient levels of product awareness. Further, we may not be able to manage our advertising
and marketing expenditures on a cost-effective basis. Additionally, some of our competitors may have
substantially larger marketing budgets, which may provide them with a competitive advantage over us.
Damage to our corporate reputation or brand could adversely affect our sales and operating results.
Building brand reputation is important to our continuing success. Our reputation is partially based on
perceptions of various subjective qualities and overall integrity. Any incident that erodes the trust or confidence
of our customers or the general public could adversely affect our reputation and business, particularly if the
incident results in significant adverse publicity or governmental inquiry. Such an incident could also include
alleged acts or omissions by or situations involving our vendors (or their contractors or subcontractors), the
landlords for our stores, or our associates outside of work, and may pertain to social or political issues or protests
largely unrelated to our business. In addition, information concerning us, whether or not true, may be instantly
and easily posted on social media platforms and similar devices at any time, which information may be adverse
to our reputation or business.
The harm may be immediate without affording us an opportunity for redress or correction. Damage to our
reputation in any form could result in declines in customer loyalty and sales, affect our vendor relationships,
development opportunities and associate retention, and otherwise adversely affect our business.
The loss of executives or other key personnel may disrupt our business and adversely affect our financial
results.
We depend on the contributions of key personnel in various functions for our continued success. These
executives and other key personnel may be hired by our competitors, some of which have considerably more
financial resources than we do. The loss of key personnel, or the inability to hire, train, motivate and retain
qualified employees, or changes to our organizational structure, operating results, or business model that
adversely affect morale or retention, could adversely affect our business, financial condition and results of
operations.
Effective succession planning is also a key factor for our success. Our failure to enable the effective transfer
of knowledge and facilitate smooth transitions with regard to key personnel could adversely affect our strategic
planning and execution and negatively affect our business, financial condition and results of operations. If we fail
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to enable the effective transfer of knowledge and facilitate smooth transitions for key personnel, the operating
results and future growth for our business could be adversely affected, and the morale and productivity of the
workforce could be disrupted.
Legal, Regulatory, Compliance and Tax Risks
Difficulty complying with existing and changing laws, rules, regulations and local codes could negatively
affect our business operations and financial performance.
We are subject to federal, state and local laws, rules and regulations in the operation of our business. In
addition to complying with current laws, rules and regulations, we must also comply with new and changing laws
and regulations, executive orders and other directives, new regulatory initiatives, evolving interpretation of
existing laws by judicial and regulatory authorities, and reforms in jurisdictions where we do business.
Complying with local zoning codes, real estate land use restrictions, employment-related laws, and other local
laws across numerous jurisdictions is particularly challenging as we grow the number of our stores in new
municipalities and need to stay abreast of changes in such local laws. The increasing proliferation of local laws,
some of which may be conflicting, further complicates our efforts to comply with all of the various laws, rules
and regulations that apply to our business. We could also be negatively impacted by changes in government
regulations, initiatives or programs in areas including taxes, healthcare, immigration and environmental
protection.
All of the above legal, regulatory and administrative requirements may, individually or collectively, affect
multiple aspects of our business, including those involving labor and employment benefits; health, welfare and
finance; real estate management; consumer protection and product safety; climate change, supply chain, energy
and waste; electronic communications, data protection and privacy; protection of third-party intellectual property
rights; and income taxes. Changes to these laws and regulations could increase our costs of compliance or of
doing business, and could adversely affect our operating results. In addition, we require our vendors to adhere to
various conduct, compliance and other requirements, including those relating to employment and labor
(including wages and working conditions), health and safety, and anti-bribery standards. Although we have
implemented policies and procedures to facilitate compliance with laws and regulations, this does not guarantee
that vendors and other third parties with whom we do business will not violate such laws and regulations or our
policies. If we or other third parties with whom we do business fail to comply with these laws, rules and
regulations, we may be subject to judgments, fines or other costs or penalties, which could materially adversely
affect our business operations and financial performance.
The insurance we carry may not always pay, or be sufficient to pay or reimburse us, for our losses.
We are primarily self-insured and we purchase insurance only for catastrophic types of events for such risks
as workers’ compensation, employment practices liability, employee health benefits, product and other general
liability claims, among others. If we suffer a substantial loss that is not covered by commercial insurance or our
self-insurance reserves, the loss and related expenses could harm our business and operating results.
Issues with safety and merchandise shrinkage could damage our sales and financial results.
Various governmental authorities in the jurisdictions where we do business regulate the safety of the
merchandise we sell to consumers. Regulations and standards in this area, including those related to the U.S.
Consumer Product Safety Improvement Act of 2008, state regulations like California’s Proposition 65, and
similar legislation, impose restrictions and requirements on the merchandise we sell in our stores. These
regulations change from time to time as new federal, state or local regulations are enacted. If we or our
merchandise vendors are unable to comply with regulatory requirements on a timely basis or at all, or to
adequately monitor new regulations that may apply to existing or new merchandise categories, significant fines
or penalties could be incurred or we could have to curtail some aspects of our sales or operations, which could
have a material adverse effect on our financial results.
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We rely on our vendors to provide quality merchandise that complies with applicable product safety laws
and other applicable laws, but they may not comply with their obligations to do so. Although our arrangements
with our vendors frequently provide for indemnification for product liabilities, the vendors may fail to honor
those obligations to an extent we consider sufficient or at all. Issues with the safety of merchandise, and issues
with the authenticity of merchandise, or customer concerns about such issues, regardless of our fault, could cause
damage to our reputation and could result in lost sales, uninsured product liability claims or losses, merchandise
recalls and increased costs, and regulatory, civil or criminal fines or penalties, any of which could have a material
adverse effect on our financial results.
An unfavorable, uncertain or volatile economic environment, as we have experienced recently as a result of
inflation, fluctuating interest rates and supply chain disruptions, among other things, has and may continue to
cause an increase in inventory shrinkage. Risk of loss or theft of assets, including inventory shrinkage, is inherent
in the retail business, and we experienced increased shrinkage, as well as increased loss prevention costs, in
recent years. Loss or theft may be caused by error or misconduct of associates, customers, vendors, organized
retail theft, or other third parties. Our inability to effectively prevent and/or minimize the loss or theft of assets,
or to effectively reduce the impact of those losses, could adversely affect our financial performance.
Additionally, acts of violence at, or threatened against, our stores, including active shooter situations, may, in
addition to other operational impact, result in damage and restricted access to our stores and/or store closures for
short or extended periods of time, all of which could materially adversely affect our financial performance.
Compliance with increasingly rigorous privacy and data security regulations could be costly, affect or limit
our business opportunities and how we collect and/or use data, and potentially subject us to fines and lawsuits.
As described above, the protection of customer, employee, vendor and Company data is critical to our business.
As the regulatory environment relating to retailers’ and other companies’ obligation to protect such sensitive data
becomes increasingly rigorous, with new and evolving requirements applicable to our business, compliance with those
requirements could result in additional costs and could have a significant impact on our current and planned privacy,
data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of
customer and/or employee information, and some of our current or future business plans. A material failure on our part
to comply could subject us to fines or other regulatory sanctions and potentially to lawsuits.
In recent years, there has been increasing regulatory enforcement and litigation activity in the areas of
privacy, data protection and information security in various states in which we operate. Compliance with the
evolving privacy regulatory landscape will likely increase the costs of doing business, especially if we face
differing regulatory requirements across multiple jurisdictions and/or a lack of adequate regulatory guidance.
New legislation or regulations, including any potential comprehensive federal privacy legislation, as well as any
associated inquiries or investigations or any other government actions, could also result in negative publicity,
require significant management time and attention, and subject us to remedies that may harm our business,
including fines or demands or orders that we modify or cease existing business practices.
Legal and regulatory proceedings could have an adverse impact on our results of operations.
We are subject to various legal and regulatory proceedings relating to our business, certain of which may
involve jurisdictions with reputations for aggressive application of laws and procedures against corporate
defendants. We are impacted by trends in litigation, such as representative claims under the California Private
Attorneys’ General Act and class action litigation brought under various consumer protection, employment, and
privacy and information security laws. Accruals are established based on our best estimates of our potential
liability. However, we cannot accurately predict the ultimate outcome of any such proceedings due to the
inherent uncertainties of litigation. Regardless of the outcome or whether the claims are meritorious, legal and
regulatory proceedings may require that we devote substantial time and expense to defend our Company.
Unfavorable rulings could result in a material adverse impact on our business, financial condition or results of
operations.
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Use of social media by the Company or third parties at our direction in violation of applicable laws and
regulations may adversely impact our reputation or subject us to fines or other penalties.
There has been a substantial increase in the use of social media platforms and other forms of internet-based
communications, which allow individuals access to a broad audience of consumers and other interested persons.
We have increasingly utilized social media in our marketing and employment recruiting efforts in order to reach
as many current and potential new customers and potential employment candidates as efficiently and cost
effectively as possible, and have also retained third parties, such as influencers, with expertise and distinction in
the social media realm to bolster our social media efforts and our perceived affiliation with these individuals
could cause us brand or reputational damage in the event they are perceived to be or take actions inconsistent
with our brands and values. As laws and regulations rapidly evolve to govern the use of these platforms, the
failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in
the use of these platforms could adversely impact our reputation or subject us to fines or other penalties.
Risk Related to Our Substantial Indebtedness and Corporate Structure
Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be
unable to generate sufficient cash flow to service our debt obligations.
As of February 1, 2025, our obligations include (i) $1,238.9 million, inclusive of original issue discount,
under our senior secured term loan facility (Term Loan Facility) and (ii) $156.2 million under our 2.25%
Convertible Notes due April 15, 2025 (our “2025 Convertible Notes”) and $297.1 million under our 1.25%
Convertible Notes due December 15, 2027 (our “2027 Convertible Notes” and, together with our 2025
Convertible Notes, our “Convertible Notes”). We had no outstanding balance on our $900.0 million asset-based
lending facility (ABL Line of Credit) as of February 3, 2024. Our debt obligations also include $25.0 million of
finance lease obligations as of February 1, 2025. Estimated cash required to make interest payments for these
debt obligations, net of the impact of our interest rate swap, amounts to approximately $70.1 million in the
aggregate for the fiscal year ending January 31, 2026.
Our ability to make payments on and to refinance our debt, and to fund planned capital expenditures, will
depend on our ability to generate cash in the future, which is to some extent subject to general economic,
financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to
generate sufficient cash flow to service our debt and meet our other commitments, we will be required to adopt
one or more alternatives, such as refinancing all or a portion of our debt, selling material assets or operations or
raising additional debt or equity capital. We may not be able to successfully carry out any of these actions on a
timely basis, on commercially reasonable terms or at all, or be assured that these actions would be sufficient to
meet our capital requirements. In addition, the terms of our existing or future debt agreements may restrict us
from affecting any of these alternatives.
Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of
events beyond our control, could result in an event of default that could materially and adversely affect our
results of operations and our financial condition.
If an event of default under any of the agreements relating to our outstanding indebtedness occurred, the
holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable
immediately. Our assets or cash flow may not be sufficient to fully repay borrowings under our outstanding debt
instruments if accelerated upon an event of default, resulting in a need for an alternate source of funding. We
cannot make any assurances that we would be able to obtain such an alternate source of funding on satisfactory
terms, if at all, and our inability to do so could cause the holders of our securities to experience a partial or total
loss of their investments in the Company. Further, if we are unable to repay, refinance or restructure our secured
indebtedness, the holders of such debt could proceed against the collateral securing that indebtedness through
foreclosure proceedings and/or by forcing us into bankruptcy or liquidation. In addition, any event of default or
acceleration under one debt instrument could also result in an event of default under one or more of our other
debt instruments.
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The conditional conversion feature of the 2027 Convertible Notes, if triggered, may adversely affect our
financial condition and operating results.
In the event the conditional conversion feature of our 2027 Convertible Notes is triggered, holders of our
2027 Convertible Notes will be entitled to convert their notes at any time during specified periods at their option.
If one or more holders elect to convert their 2027 Convertible Notes, we would be required to settle the principal
portion of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if
holders of our 2027 Convertible Notes do not elect to convert their notes, we could be required under applicable
accounting rules to reclassify all or a portion of the outstanding principal of the 2027 Convertible Notes as a
current rather than long-term liability, which would result in a material reduction of our net working capital. Our
2025 Convertible Notes are now convertible at any time until the close of business on the second scheduled
trading day immediately preceding the maturity date of April 15, 2025.
Conversion of the Convertible Notes will dilute the ownership interest of existing stockholders, including holders
who had previously converted their Convertible Notes, or may otherwise depress the price of our common stock.
The conversion of some or all of the Convertible Notes will dilute the ownership interests of existing
stockholders, as we will deliver shares of our common stock with respect to any excess over principal upon
conversion of any of the Convertible Notes. Our Convertible Notes may from time to time in the future be
convertible at the option of their holders prior to their scheduled terms under certain circumstances and our 2025
Convertible Notes are now convertible at any time until the close of business on the second scheduled trading
day immediately preceding the maturity date of April 15, 2025. Any sales in the public market of the common
stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In
addition, the existence of the Convertible Notes may encourage short selling by market participants because the
conversion of the Convertible Notes could be used to satisfy short positions, or anticipated conversion of the
Convertible Notes into shares of our common stock could depress the price of our common stock.
We are a holding company and rely on dividends, distributions and other payments, advances and transfers of
funds from our subsidiaries to meet our obligations.
We are a holding company that does not conduct any business operations of our own. As a result, we are
largely dependent upon cash dividends and distributions and other transfers from our subsidiaries to meet our
obligations. The deterioration of income from, or other available assets of, our subsidiaries for any reason could
limit or impair their ability to pay dividends or other distributions to us.
Risks Related to Ownership of Our Common Stock
Our stock price has been and may continue to be volatile.
The market price of our common stock has fluctuated substantially in the past and may continue to fluctuate
significantly. For example, in Fiscal 2024, our stock price fluctuated from a high of $298.89 to a low of $174.64.
Future announcements or disclosures concerning us or any of our competitors, our strategic initiatives, our sales
and profitability, our financial condition, any quarterly variations in actual or anticipated operating results or
comparable sales, any failure to meet analysts’ expectations and sales of large blocks of our common stock,
among other factors, could cause the market price of our common stock to fluctuate substantially. In addition, the
stock market has experienced price and volume fluctuations that have affected the market price of many retail
and other stocks that have often been unrelated or disproportionate to the operating performance of these
companies.
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Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition
attempts for us that stockholders might consider favorable.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that
may make the acquisition of the Company more difficult without the approval of our Board of Directors. These
provisions:
•
authorize the issuance of undesignated preferred stock, the terms of which may be established and the
shares of which may be issued without stockholder approval, and which may include super voting,
special approval, dividend, or other rights or preferences superior to the rights of the holders of
common stock;
•
prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting
of our stockholders;
•
establish advance notice requirements for nominations for elections to our Board of Directors or for
proposing matters that can be acted upon by stockholders at stockholder meetings;
•
establish a classified Board of Directors, as a result of which our Board of Directors is divided into
three classes, with each class serving for staggered three-year terms, which will be phased out by the
time of the 2027 Annual Meeting of Stockholders, in accordance with an amendment to our Certificate
of Incorporation, approved by our stockholders in 2024, to declassify the Board in phases and provide
for the annual election of the entire Board for one-year terms;
•
until the 2027 Annual Meeting of Stockholders, limit the ability of stockholders to remove directors
only for cause and only upon the affirmative vote of at least 75% of the voting power of all outstanding
shares of capital stock entitled to vote generally in the election of directors, voting together as a single
class; beginning with the 2027 Annual Meeting of Stockholders, when the Board will no longer be
classified, directors may be removed with or without cause as required by Delaware law;
•
prohibit stockholders from calling special meetings of stockholders;
•
provide that the Board of Directors is expressly authorized to alter or repeal our amended and restated
bylaws; and
•
require the approval of holders of at least 75% of the outstanding shares of our voting common stock to
amend the amended and restated bylaws and certain provisions of the amended and restated certificate
of incorporation.
These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent
a transaction involving a change in control of the Company, even if doing so would benefit our stockholders.
These provisions could also discourage proxy contests and make it more difficult for stockholders to elect
directors they choose or to cause us to take other corporate actions they desire.
Our business could be impacted as a result of actions by activist stockholders or others.
From time to time, we may be subject to legal and business challenges in the operation of our Company due
to stockholder proposals, media campaigns, proxy contests, and other such actions instituted by activist
stockholders or others. Responding to such actions could be costly and time-consuming, disrupt our operations,
may not align with our business strategies and could divert the attention of our Board of Directors and senior
management from the pursuit of current business strategies. Perceived uncertainties as to our future direction as a
result of stockholder activism or potential changes to the composition of the Board of Directors may lead to the
perception of a change in the direction of the business or other instability, and may affect our stock price or may
make it more difficult to attract and retain qualified personnel and business partners.
Item 1B.
Unresolved Staff Comments
Not Applicable.
23

Item 1C. Cybersecurity
Risk Governance and Oversight
Cybersecurity represents an important component of the Company’s overall cross-functional approach to
risk management. Our cybersecurity practices are integrated into the Company’s enterprise risk management
(ERM) approach, and cybersecurity risks are among the core enterprise risks identified for oversight by the
Board through our annual ERM assessment. While the Board is ultimately responsible for risk oversight, the
Audit Committee oversees the overall review of our policies and procedures with respect to risk assessment and
risk management, and has oversight of information technology and security matters, which includes
cybersecurity strategies and risks, as well as data privacy and data protection (Information Security). The Audit
Committee oversees the management of risks from cybersecurity threats, including the policies, processes, and
practices that the Company’s management implements to address risks from cybersecurity threats.
On a quarterly basis, our Chief Information Officer (CIO) and Chief Information Security Officer (CISO)
report to the Audit Committee on our Information Security program, including presentations and reports on
cybersecurity risks, which address a wide range of topics including, for example, recent developments, security
initiatives, vulnerability assessments, the threat environment, technological trends, and information security
considerations arising with respect to the Company’s peers and vendors; recent cybersecurity-related
developments; strategic activities; and the execution of our cybersecurity awareness training. In turn, the chair of
the Audit Committee reports out to the full Board on a quarterly basis regarding these matters, among other
matters addressed by the Audit Committee.
Management utilizes a cross-functional approach designed to address the risk from cybersecurity threats,
involving senior management personnel from the technology, operations, legal, risk management, internal audit
and other key business functions, as well as members of the Company’s Board and the Audit Committee of the
Board. The Company’s CIO, with support from our CISO and the other members of the cybersecurity team, is
the member of the Company’s management that is principally responsible for overseeing the Company’s
cybersecurity risk management program.
The CIO, in coordination with the CISO, works to implement a program designed to protect the Company’s
information systems from cybersecurity threats and to promptly respond to cybersecurity incidents. To facilitate
the success of this program, the cybersecurity team works to address cybersecurity threats and respond to
cybersecurity incidents in accordance with the Company’s written incident response plan. The CISO and
cybersecurity team regularly meet to monitor the prevention, detection, mitigation and remediation of
cybersecurity incidents, and the CISO consults with the CIO and executive management, including the Chief
Executive Officer, to report such incidents to the Audit Committee and the Board and initiate a response to
incidents when appropriate.
We believe our cybersecurity team, led by our CISO, has the appropriate expertise, background and depth of
experience to manage risks arising from cybersecurity threats. Our CISO is a credentialed and industry-recognized
security executive with over 20 years’ experience in healthcare, government and the private sector implementing
enterprise cybersecurity and privacy programs, building high performing teams, creating a risk-aware culture,
managing cybersecurity incidents, and communicating cyber risks to boards of directors. He holds a Master degree
in Computer Engineering and has obtained certifications, including Certified Information Security Manager and
Certified Information Systems Security Professional. Prior to joining Burlington, the CISO served as the CISO at
Hospital for Special Surgery for 6 years and as a CISO at NYC Health+Hospitals for 4 years. Our CISO reports to
our CIO, who has more than 25 years of information technology leadership experience. Together our CIO and CISO
have decades of leadership experience in information technology, cybersecurity and retail.
Risk Management
We have created a cybersecurity program that endeavors to prevent, detect, contain and respond to material
risks from cybersecurity threats and incidents and integrate cybersecurity risk into our enterprise risk management
framework and activities. Our program consists of policies and procedures for identification, assessment,
24

remediation, response, and reporting of cybersecurity threats and incidents. The cybersecurity program is a part of
our company’s ERM framework and activities. The cybersecurity program employs a risk-based approach and
draws upon a combination of industry standard frameworks, including the National Institute of Standards and
Technology (NIST) Cybersecurity Framework and the Payment Card Industry Data Security Standard (PCI DSS).
Our cybersecurity risk management approach and processes are designed to manage risks from cybersecurity
threats associated with our use of third-party service providers, ranging from vendor cyber vetting to conducting
security assessments and monitoring activities. We also operate an employee awareness and training program to help
ensure all relevant associates are equipped to recognize and respond to potential threats. Additionally, we leverage
threat intelligence technologies to inform our response posture to potential emerging threats to our digital business
infrastructure and systems. Furthermore, we engage with third-party cybersecurity consultants and technology vendors
to assess our cybersecurity program and test our technical capabilities. The Company also carries information security
risk insurance that is designed to mitigate against certain potential losses arising from a cybersecurity incident.
To date, we have not identified any risks from cybersecurity threats, including as a result of any previous
cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company,
including its business strategy, results of operations, or financial condition. As further discussed in Item 1A, Risk
Factors, if we are unable to protect our information systems against service interruption, misappropriation of
data, breaches of security, or other cyber-related attacks, our operations could be disrupted, we may suffer
financial losses and our reputation may be damaged.
Item 2.
Properties
We own the land and/or buildings for 23 of our stores and have leases for 1,085 of our stores. Our new
stores are generally leased for an initial term of ten years, the majority of which are subject to our option to
renew such leases for several additional five-year periods. Store leases generally provide for fixed monthly rental
payments, plus the payment, in most cases, of real estate taxes and other charges with escalation clauses. In some
locations, our store leases contain formulas providing for the payment of additional rent based on sales. Some of
our stores are freestanding or located in regional power centers, strip shopping centers or in malls.
We own approximately 235 acres of land in Burlington and Florence, New Jersey on which we have
constructed our corporate campus, which includes our corporate headquarters and the Burlington, New Jersey
(Route 130 North) warehousing facility. We own approximately 43 acres of land in Edgewater Park, New Jersey
on which we have constructed our Edgewater Park, New Jersey (Route 130 South) distribution center and an
office facility. We lease approximately 103,000 square feet of office space in New York City (east coast buying
office), and 50,000 square feet of office space in Los Angeles, California (west coast buying office). During
Fiscal 2024, we signed a lease for an additional approximately 68,000 square feet of space at the east coast
buying office, which we expect to take possession of during Fiscal 2025.
As described in Item 1, Business, we currently operate multiple distribution centers and warehousing
facilities.
Item 3.
Legal Proceedings
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. Many of these proceedings raise factual and legal issues and are subject to uncertainties. Refer to
Note 14, “Commitments and Contingencies,” to our Consolidated Financial Statements for further detail.
Item 4.
Mine Safety Disclosures
Not applicable.
25

PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market Information
Our common stock is listed on the New York Stock Exchange under the symbol “BURL.”
Holders
As of March 1, 2025, we had one holder of record of our common stock. This figure does not include the
significantly greater number of beneficial holders of our common stock.
Dividends
We have not declared, and do not anticipate declaring in the near term, dividends on shares of our common
stock. We currently do, and intend to continue to, retain all available funds and any future earnings to fund all of
the Company’s capital expenditures, business initiatives, and to support any potential opportunistic capital
structure initiatives. Any determination to pay dividends in the future will be at the discretion of our Board of
Directors and will depend upon results of operations, financial condition, contractual restrictions, including those
under agreements governing our existing indebtedness, or any potential future indebtedness we may incur,
restrictions imposed by applicable law, capital requirements and other factors our Board of Directors deems
relevant.
In addition, since we are a holding company, substantially all of the assets shown on our consolidated
balance sheets are held by our subsidiaries. Accordingly, our earnings, cash flow and ability to pay dividends are
largely dependent upon the earnings and cash flows of our subsidiaries and the distribution or other payment of
such earnings to us in the form of dividends.
26

Stock Performance Graph
The performance graph below and related information shall not be deemed “soliciting material” or to be
“filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under
that Section, and shall not be deemed to be incorporated by reference into any future filing under the Securities
Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
The following graph compares the cumulative total stockholder return on our common stock from the
closing prices as of the end of each fiscal year from February 1, 2020 through February 1, 2025, with the return
on the Standard & Poor’s (S&P) 500 Index and the Dow Jones United States Apparel Retailers Index over the
same period. This graph assumes an initial investment of $100 and assumes the reinvestment of dividends, if any.
Such returns are based on historical results and are not intended to suggest future performance.
Cumulative Stockholder Return Performance
Assumes Initial Investment of $100
$200.00
$175.00
$150.00
$125.00
$100.00
$75.00
2/1/2020
1/28/2023
2/3/2024
2/1/2025
1/29/2022
Dow Jones U.S. Apparel Retailers Index
Burlington Stores Inc.
1/30/2021
S&P 500
Base Period
Indexed Returns for Fiscal Years Ended
Company / Index
February 1,
2020
January 30,
2021
January 29,
2022
January 28,
2023
February 3,
2024
February 1,
2025
Burlington Stores, Inc.
$100.00
$114.45
$105.90
$104.10
$ 90.46
$130.56
S&P 500 Index
$100.00
$115.15
$137.40
$126.20
$153.73
$187.27
Dow Jones U.S. Apparel
Retailers Index
$100.00
$106.22
$114.78
$124.59
$141.23
$173.20
27

Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information regarding our purchases of common stock during the three fiscal
months ended February 1, 2025:
Month
Total Number
of Shares
Purchased
Average Price
Paid Per
Share(1)
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs(2)
Approximate
Dollar Value
of Shares
That May Yet
Be Purchased
Under the
Plans or
Programs
(in thousands)
November 3, 2024 through November 30, 2024
55,351
257.39
55,351
310,377
December 1, 2024 through January 4, 2024
116,885
289.93
116,885
276,488
January 5, 2024 through February 1, 2025
46,207
288.42
46,207
263,161
Total
218,443
218,443
(1)
Includes commissions for the shares repurchased under our publicly announced share repurchase programs.
(2)
On August 15, 2023, our Board of Directors authorized the repurchase of up to $500 million of common
stock, which is authorized to be executed through August 2025. For a further discussion of our share
repurchase program, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Liquidity and Capital Resources—Share Repurchase Program.”
Item 6.
Reserved
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion summarizes the significant factors affecting our consolidated operating results,
financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion
and analysis should be read in conjunction with our Consolidated Financial Statements, including the notes
thereto, appearing elsewhere in this Annual Report.
In addition to historical information, this discussion and analysis contains forward-looking statements
based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives,
expectations and intentions as further described under the caption above entitled “Cautionary Statement
Regarding Forward-Looking Statements.” Our actual results or other events and the timing of events may differ
materially from those anticipated in these forward-looking statements as a result of various factors, including
those set forth in Item 1A, Risk Factors and elsewhere in this Annual Report.
General
We are a nationally recognized off-price retailer of high-quality, branded merchandise at everyday low
prices. We opened our first store in Burlington, New Jersey in 1972, selling primarily coats and outerwear. Since
then, we have expanded our store base to 1,108 stores as of February 1, 2025 in 46 states, Washington D.C. and
Puerto Rico. We have diversified our product categories by offering an extensive selection of in-season, fashion-
focused merchandise at up to 60% off other retailers’ prices, including: women’s ready-to-wear apparel,
menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats. We sell a broad
selection of desirable, first-quality, current-brand, labeled merchandise acquired directly from nationally-
recognized manufacturers and other suppliers.
28

Executive Summary
Store Openings, Closings and Relocations
During the fiscal year ended February 1, 2025 (Fiscal 2024), we opened 147 new stores, inclusive of 31
relocations, and closed 15 stores, exclusive of the aforementioned relocations, bringing our store count as of
February 1, 2025 to 1,108 stores. We continue to pursue our growth plans and invest in capital projects that meet
our financial requirements. During the fiscal year ending January 31, 2026 (Fiscal 2025), we plan to open
approximately 100 net new stores.
Fiscal Year Ended
Our fiscal year ends on the Saturday closest to January 31. We report fiscal years under a 52/53-week
format and as a result, certain fiscal years will contain 53 weeks. Fiscal 2024 included 52 weeks, the fiscal year
ended February 3, 2024 (Fiscal 2023) included 53 weeks, and the fiscal year ended January 28, 2023 (Fiscal
2022) included 52 weeks. Fiscal 2025 will have 52 weeks.
Ongoing Initiatives for Fiscal 2025
We continue to focus on a number of ongoing initiatives aimed at increasing our overall profitability. These
initiatives include, but are not limited to:
•
Driving Comparable Store Sales Growth.
We strive to increase comparable store sales through the following initiatives:
•
More Effectively Chasing the Sales Trend. We plan sales using conservative comparable store
sales growth, holding and controlling liquidity, closely analyzing the sales trend by business, and
remaining ready to chase that trend. We believe that these actions will also allow us to take more
advantage of great opportunistic buys.
•
Operating with Leaner Inventories. We are planning to carry less inventory in our stores going
forward compared to historical levels, which we believe should result in the customer finding a
higher mix of fresh receipts and great merchandise values. We believe that this should drive faster
turns and lower markdowns, while simultaneously improving our customers’ shopping
experience.
•
Investment in Merchandising Capabilities. We plan to continue investing in training and coaching,
improved tools and reporting, incremental headcount, especially in growing or under-developed
businesses, and other forms of merchant support. We believe that these investments should
improve our ability to strengthen vendor relationships, source great merchandise buys, more
accurately assess value, and better forecast and chase the sales trend.
•
Enhancing Existing Categories and Introducing New Categories. We have opportunities to
expand our offerings in certain existing categories, such as ladies’ and junior apparel, beauty, and
home merchandise, and maintain the flexibility to introduce new categories as we expand our
merchandising capabilities.
•
Expanding and Enhancing Our Retail Store Base.
We intend to expand and enhance our retail store base through the following initiatives:
•
Adhering to a Market Focused and Financially Disciplined Real Estate Strategy. We have grown
our store base consistently since our founding in 1972. We believe there is significant opportunity
to expand our retail store base in the United States. As a result of our smaller store prototype, we
have identified numerous market opportunities that we believe will allow us to operate 2,000
stores over the long term. We expect to average about 100 net new stores per year, for a total of
500 net new stores over the five-year period from Fiscal 2024 through Fiscal 2028.
29

•
Enhancing the Store Experience. We continue to invest in select store relocations and downsizes
to improve the customer experience, taking into consideration the age, size, sales, and location of
a store. Relocations provide an opportunity, upon lease expirations, to right-size our stores,
improve our competitive positioning, incorporate our new prototype store designs and reduce
occupancy costs. Downsizes provide an opportunity to right-size our stores, within our existing
space, improve co-tenancy, incorporate our new store designs and reduce occupancy costs.
•
Enhancing Operating Margins.
We intend to increase our operating margins through the following initiatives:
•
Improving Operational Flexibility. Our store and supply chain teams must continue to respond to
the sales chase, enhancing their ability at flexing up and down based on trends, and allowing us to
maximize leverage on sales.
•
Optimizing Markdowns. We believe that our markdown system allows us to maximize sales and
gross margin dollars based on forward-looking sales forecasts, sell-through targets and exit dates.
Additionally, as we plan to carry less inventory in our stores compared to historical levels, we
expect to drive faster turns, which should reduce the amount of markdowns taken compared to
historical levels.
•
Optimizing the Supply Chain. Our transportation initiatives have led to lower freight costs
compared to recent levels, and we believe our efficiency and labor productivity initiatives will
continue to result in lower supply chain costs over the next several years. We also believe there
are longer-term supply chain opportunities through investments in automation and new purpose
built processing buildings, and owning (rather than leasing) a larger portion of our warehouse
network going forward.
•
Challenging Expenses to Drive Operating Leverage. We believe sales growth will drive fixed cost
operating leverage. In addition, by more conservatively planning our comparable store sales
growth, we are forcing even tighter expense control throughout all areas of our business. We
believe that this should put us in a strong position to drive favorable operating leverage on any
sales ahead of the plan. Additionally, we plan to continue challenging the processes and operating
norms throughout the organization with the belief that this will lead to incremental efficiency
improvements and savings.
Uncertainties and Challenges
As we strive to increase profitability, there are uncertainties and challenges that we face that could have a
material impact on our revenues or income.
General Economic Conditions. There remains a high level of uncertainty in the current macroeconomic and
geopolitical environments, and prolonged inflationary pressures continue to negatively impact the discretionary
spending of the low-income shopper, our core customer. In addition to inflation, consumer spending habits,
including spending for the merchandise that we sell, are affected by, among other things, prevailing global
economic conditions, the costs of basic necessities and other goods, levels of employment, salaries and wage
rates, prevailing interest rates, reductions in government benefits and lower tax refunds, housing costs, energy
costs, commodities pricing, income tax rates and policies, consumer confidence and consumer perception of
economic conditions. In addition, consumer purchasing patterns are generally influenced by consumers’
disposable income, credit availability and debt levels.
A broad, protracted slowdown or downturn in the U.S. economy, an extended period of high unemployment
or inflation rates, an uncertain domestic or global economic outlook or a financial crisis could adversely affect
consumer spending habits resulting in lower net sales and profits than expected on a quarterly or annual basis.
30

Conversely, if inflation continues to decline, it could benefit our core customers who have been impacted by the
higher cost of living since early 2022, and if economic growth slows, it could cause moderate and higher-income
shoppers to become more value conscious. Either of these developments, if they occur, would be expected to
improve our business. Consumer confidence is also affected by the domestic and international political situation.
Our financial condition and operations could be impacted by changes in government regulations, initiatives or
programs in areas including, but not limited to, trade and tariffs, taxes, healthcare, and immigration. In addition,
trade and tariff regulations could have an indirect impact on consumer prices. The outbreak or escalation of war,
or the occurrence of terrorist acts or other hostilities in or affecting the U.S., or public health issues such as
pandemics or epidemics, could lead to a decrease in spending by consumers. In addition, natural disasters, public
health issues, industrial accidents and acts of war or conflicts in various parts of the world (such as the conflict in
the Middle East), could have the effect of disrupting supplies and raising prices globally which, in turn, may have
adverse effects on the world and U.S. economies and lead to a downturn in consumer confidence and spending.
We closely monitor our net sales, gross margin and expenses. We have performed scenario planning such
that if our net sales decline for an extended period of time, we have identified variable costs that could be
reduced to partially mitigate the impact of these declines. If we were to experience adverse sales trends and if our
efforts to counteract the impacts of these trends are not sufficiently effective, there could be a negative impact on
our financial performance and position in future fiscal periods.
Seasonality of Sales and Weather Conditions. Our business, like that of most retailers, is subject to seasonal
influences. In the second half of the year, which includes the back-to-school and holiday seasons, we generally
realize a higher level of sales and net income.
Weather continues to be a contributing factor to the sale of our merchandise. Generally, our sales are higher
if the weather is cold during the Fall and warm during the early Spring. Sales of cold weather clothing are
generally increased by early cold weather during the Fall, while sales of warm weather clothing are generally
increased by early warm weather conditions in the Spring. Although we have diversified our product offerings,
we believe traffic to our stores is still driven, in part, by weather patterns.
Competition and Margin Pressure. We believe that in order to remain competitive with retailers, including
off-price retailers and discount stores, we must continue to offer brand-name merchandise at a discount to prices
offered by other retailers as well as an assortment of merchandise that is appealing to our customers.
The U.S. retail apparel and home furnishings markets are highly fragmented and competitive. We compete
for business with department stores, off-price retailers, internet retailers, specialty stores, discount stores,
wholesale clubs, and outlet stores as well as with certain traditional, full-price retail chains that have developed
off-price concepts. At various times throughout the year, traditional full-price department store chains and
specialty shops offer brand-name merchandise at substantial markdowns, which can result in prices
approximating those offered by us at our Burlington Stores. We anticipate that competition will increase in the
future. Therefore, we will continue to look for ways to differentiate our stores from those of our competitors.
The U.S. retail industry continues to face increased pressure on margins as overall challenging retail conditions
have led consumers to be more value conscious. Additionally, lower-to-moderate income shoppers continue to face
economic pressure due to higher cost of living. Our strategy to chase the sales trend allows us the flexibility to
purchase less pre-season merchandise with the balance purchased in-season and opportunistically. It also provides
us with the flexibility to shift purchases between suppliers and categories. We believe that this enables us to obtain
better terms with our suppliers, which we expect will help offset any rising costs of goods.
Key Performance and Non-GAAP Measures
We consider numerous factors in assessing our performance. Key performance and non-GAAP measures
used by management include net income, Adjusted Net Income, Adjusted EBITDA, Adjusted EBIT, comparable
store sales, gross margin, inventory and liquidity.
31

Net income. We earned net income of $503.6 million during Fiscal 2024 compared with $339.6 million
during Fiscal 2023. This increase was primarily driven by higher sales and increased gross margin rate. Refer to
the section below entitled “Results of Operations” for further explanation.
Adjusted Net Income, Adjusted EBITDA and Adjusted EBIT: Adjusted Net Income, Adjusted EBITDA and
Adjusted EBIT are non-GAAP financial measures of our performance.
We define Adjusted Net Income as net income, exclusive of the following items, if applicable: (i) net
favorable lease costs; (ii) loss on extinguishment of debt; (iii) costs related to debt amendments; (iv) impairment
charges; (v) amounts related to certain litigation matters; and (vi) other unusual, non-recurring expenses, losses,
charges or gains, all of which are tax effected to arrive at Adjusted Net Income.
We define Adjusted EBITDA as net income, exclusive of the following items, if applicable: (i) interest
expense; (ii) interest income; (iii) loss on extinguishment of debt; (iv) costs related to debt amendments;
(v) income tax expense; (vi) depreciation and amortization; (vii) net favorable lease costs; (viii) impairment
charges; (ix) amounts related to certain litigation matters; and (x) other unusual, non-recurring expenses, losses,
charges or gains.
We define Adjusted EBIT as net income, exclusive of the following items, if applicable: (i) interest expense;
(ii) interest income; (iii) loss on extinguishment of debt; (iv) costs related to debt amendments; (v) income tax
expense; (vi) impairment charges; (vii) net favorable lease costs; (viii) amounts related to certain litigation
matters; and (ix) other unusual, non-recurring expenses, losses, charges or gains.
We present Adjusted Net Income, Adjusted EBITDA and Adjusted EBIT because we believe they are useful
supplemental measures in evaluating the performance of our business and provide greater transparency into our
results of operations. In particular, we believe that excluding certain items that may vary substantially in
frequency and magnitude from what we consider to be our core operating results are useful supplemental
measures that assist investors and management in evaluating our ability to generate earnings and leverage sales,
and to more readily compare core operating results between past and future periods.
We believe that these non-GAAP measures provide investors helpful information with respect to our
operations and financial condition. Other companies in the retail industry may calculate these non-GAAP
measures differently such that our calculation may not be directly comparable.
Adjusted Net Income has limitations as an analytical tool, and should not be considered either in isolation or
as a substitute for net income or other data prepared in accordance with GAAP. Among other limitations,
Adjusted Net Income does not reflect the following items, net of their tax effect:
•
net favorable lease costs;
•
losses on extinguishment of debt;
•
costs related to debt amendments;
•
impairment charges on long-lived assets;
•
amounts charged for certain litigation matters; and
•
other unusual, non-recurring expenses, losses, charges or gains.
During Fiscal 2024, Adjusted Net Income improved $134.6 million to $527.9 million. This increase was
primarily driven by higher sales and increased gross margin rate. Refer to the section below entitled “Results of
Operations” for further explanation.
32

The following table shows our reconciliation of net income to Adjusted Net Income for Fiscal 2024, Fiscal
2023 and Fiscal 2022:
(in thousands)
Fiscal Year Ended
February 1,
2025
February 3, 2024
(53 Weeks)
January 28,
2023
Reconciliation of net income to Adjusted Net
Income:
Net income
$503,639
$339,649
$230,123
Net favorable lease costs (a)
11,189
15,263
18,591
Loss on extinguishment of debt (b)
1,412
38,274
14,657
Costs related to debt amendments (c)
4,553
97
—
Impairment charges—long-lived assets
12,921
6,367
21,402
Litigation matters (d)
2,525
1,500
10,500
Tax effect (e)
(8,298)
(7,770)
(14,503)
Adjusted Net Income
$527,941
$393,380
$280,770
(a)
Net favorable lease costs represent the non-cash expense associated with favorable and unfavorable leases
that were recorded as a result of purchase accounting related to the April 13, 2006 Bain Capital acquisition
of Burlington Coat Factory Warehouse Corporation (the Merger Transaction). These expenses are recorded
in the line item “Selling, general and administrative expenses” in our Consolidated Statements of Income.
(b)
Fiscal 2024 amount relates to the partial write-off of the original issue discount and deferred debt costs
related to the September 2024 extension and upsize of the Term Loan Facility. Prior year amounts relate to
the partial repurchases of the 2025 Convertible Notes in Fiscal 2023 and Fiscal 2022, and the exchange of a
portion of the 2025 Convertible Notes in Fiscal 2023.
(c)
Fiscal 2024 amount relates to the September 2024 extension and upsizing of the Term Loan Facility in the
third quarter of Fiscal 2024. Fiscal 2023 amount relates to the Term Loan Facility amendment in the second
quarter of Fiscal 2023 changing from the Adjusted LIBOR Rate to the Adjusted Term SOFR Rate.
(d)
Represents amounts charged for certain litigation matters.
(e)
Tax effect is calculated based on the effective tax rates (before discrete items) for the respective periods,
adjusted for the tax effect for the impact of items (a) through (d).
Adjusted EBIT and Adjusted EBITDA have limitations as analytical tools, and should not be considered
either in isolation or as a substitute for net income or other data prepared in accordance with GAAP. Among
other limitations, Adjusted EBIT does not reflect:
•
net interest expense;
•
net favorable lease costs;
•
losses on the extinguishment of debt;
•
costs related to debt issuances and amendments;
•
amounts charged for certain litigation matters;
•
impairment charges on long-lived assets;
•
income tax expense; and
•
other unusual, non-recurring expenses, losses, charges or gains.
Adjusted EBITDA is further adjusted for cash requirements for replacement of assets. Although
depreciation and amortization are non-cash charges, the assets being depreciated and amortized will likely have
to be replaced in the future
33

During Fiscal 2024, Adjusted EBIT improved $164.4 million to $745.4 million. During Fiscal 2024,
Adjusted EBITDA improved $204.9 million to $1,093.0 million. These increases were primarily driven by higher
sales and increased gross margin rate. Refer to the section below entitled “Results of Operations” for further
explanation.
The following table shows our reconciliation of net income to Adjusted EBIT and Adjusted EBITDA for
Fiscal 2024, Fiscal 2023 and Fiscal 2022:
(unaudited)
Fiscal Year Ended
February 1,
2025
February 3,
2024
(53 Weeks)
January 28,
2023
Reconciliation of net income to Adjusted EBIT
and Adjusted EBITDA
Net income
$ 503,639
$339,649
$230,123
Interest expense
69,522
78,399
66,474
Interest income
(31,519)
(24,633)
(8,799)
Net favorable lease costs (a)
11,189
15,263
18,591
Loss on extinguishment of debt (b)
1,412
38,274
14,657
Costs related to debt amendments (c)
4,553
97
—
Impairment charges—long-lived assets
12,921
6,367
21,402
Litigation matters (d)
2,525
1,500
10,500
Income tax expense
171,175
126,124
77,386
Adjusted EBIT
745,417
581,040
430,334
Depreciation and amortization
347,575
307,064
270,398
Adjusted EBITDA
$1,092,992
$888,104
$700,732
(a)
Net favorable lease costs represent the non-cash expense associated with favorable and unfavorable leases
that were recorded as a result of purchase accounting related to the Merger Transaction. These expenses are
recorded in the line item “Selling, general and administrative expenses” in our Consolidated Statements of
Income.
(b)
Fiscal 2024 amount relates to the partial write-off of the original issue discount and deferred debt costs
related to the September 2024 extension and upsize of the Term Loan Facility. Prior year amounts relate to
the partial repurchases of the 2025 Convertible Notes in Fiscal 2023 and Fiscal 2022, and the exchange of a
portion of the 2025 Convertible Notes in Fiscal 2023.
(c)
Fiscal 2024 amount relates to the September 2024 extension and upsizing of the Term Loan Facility in the
third quarter of Fiscal 2024. Fiscal 2023 amount relates to the Term Loan Facility amendment in the second
quarter of Fiscal 2023 changing from the Adjusted LIBOR Rate to the Adjusted Term SOFR Rate.
(d)
Represents amounts charged for certain litigation matters.
Comparable Store Sales. Comparable store sales measure performance of a store during the current
reporting period against the performance of the same store in the corresponding period of a prior year. The
method of calculating comparable store sales varies across the retail industry. As a result, our definition of
comparable store sales may differ from other retailers.
We define comparable store sales as merchandise sales of those stores commencing on the first day of the
fiscal month one year after the end of their grand opening activities, which normally conclude within the first two
months of operations. If a store is closed for seven or more days during a month, our policy is to remove that
store from our calculation of comparable store sales for any such month, as well as during the month(s) of their
grand re-opening activities. The table below depicts the change in our comparable store sales during Fiscal 2024,
Fiscal 2023 and Fiscal 2022, all of which are calculated on a 52-week basis.
34

Fiscal Year Ended
February 1, 2025
4%
February 3, 2024
4%
January 28, 2023
-13%
Various factors affect comparable store sales, including, but not limited to, weather conditions, current
economic conditions, the timing of our releases of new merchandise and promotional events, the general retail
sales environment, consumer preferences and buying trends, changes in sales mix among distribution channels,
competition, and the success of marketing programs.
Gross Margin. Gross margin is the difference between net sales and the cost of sales. Our cost of sales and
gross margin may not be comparable to those of other entities, since some entities may include all of the costs
related to their buying and distribution functions, certain store-related costs and other costs, in cost of sales. We
include certain of these costs in the line items “Selling, general and administrative expenses” and “Depreciation
and amortization” in our Consolidated Statements of Income. We include in our “Cost of sales” line item all
costs of merchandise (net of purchase discounts and certain vendor allowances), inbound freight, distribution
center outbound freight and certain merchandise acquisition costs, primarily commissions and import fees.
Gross margin as a percentage of net sales expanded to 43.2% during Fiscal 2024, compared with 42.5%
during Fiscal 2023, driven primarily by higher merchandise margins and improved freight costs.
Product sourcing costs, which are included in selling, general and administrative expenses, decreased
approximately 50 basis points as a percentage of net sales during the fiscal year ended February 3, 2024,
compared with the fiscal year ended February 3, 2024, primarily driven by supply chain efficiency initiatives.
Product sourcing costs include the costs of processing goods through our supply chain and buying costs.
Inventory. Inventory at February 1, 2025 increased to $1,250.8 million from $1,087.8 million at February 3,
2024. This increase primarily relates to 101 net new stores since the end of Fiscal 2023 and an increase in reserve
inventory, partially offset by a decrease in comparable store inventory.
Reserve inventory includes all inventory that is being stored for release either later in the season, or in a
subsequent season. We intend to use our reserve merchandise to effectively chase sales trends. Reserve inventory
was 46% of total inventory at the end of Fiscal 2024 compared to 39% at the end Fiscal 2023.
In order to better serve our customers and maximize sales, we continue to refine our merchandising mix and
inventory levels within our stores. By appropriately managing our inventories, we believe we will be better able
to deliver a continual flow of fresh merchandise to our customers.
Liquidity. Liquidity measures our ability to generate cash. Management measures liquidity through cash
flow, which is the measure of cash generated from or used in operating, financing, and investing activities. Cash
and cash equivalents increased $69.3 million during Fiscal 2024, compared with an increase of $46.2 million
during Fiscal 2023. Refer to the section below entitled “Liquidity and Capital Resources” for further explanation.
Results of Operations
The following table sets forth certain items in the Consolidated Statements of Income as a percentage of net
sales for the periods indicated.
Percentage of Net Sales
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Net sales
100.0%
100.0%
100.0%
Other revenue
0.2
0.2
0.2
Total revenue
100.2
100.2
100.2
35

Percentage of Net Sales
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Cost of sales
56.8
57.5
59.6
Selling, general and administrative expenses
33.4
33.9
33.1
Costs related to debt amendments
0.0
0.0
—
Depreciation and amortization
3.3
3.2
3.1
Impairment charges-long-lived assets
0.1
0.1
0.2
Other income-net
(0.5)
(0.4)
(0.3)
Loss on extinguishment of debt
0.0
0.4
0.2
Interest expense
0.7
0.8
0.8
Total costs and expenses
93.8
95.5
96.7
Income before income tax expense
6.4
4.7
3.5
Income tax expense
1.6
1.3
0.9
Net income
4.8%
3.4%
2.6%
Performance for Fiscal Year Ended February 1, 2025 (Fiscal 2024) Compared with Fiscal Year Ended
February 3, 2024 (Fiscal 2023)
Net sales
Net sales improved $907.8 million, or 9.3%, to $10,616.7 million, primarily driven by 101 net new stores
since the end of Fiscal 2023 and an increase of 4% in comparable store sales during Fiscal 2024.
Cost of sales
Cost of sales as a percentage of net sales decreased to 56.8% during Fiscal 2024, compared with 57.5%
during Fiscal 2023, primarily driven by higher merchandise margins and improved freight costs. On a dollar
basis, cost of sales increased $441.2 million, or 7.9%, primarily driven by our overall increase in sales.
Selling, general and administrative expenses
Selling, general and administrative expenses as a percentage of net sales decreased to 33.4% during the fiscal
year ended February 1, 2025, compared to 33.9% during the fiscal year ended February 3, 2024. The decrease was
primarily driven by supply chain efficiency initiatives and leverage on fixed expenses, partially offset by
investments in store payroll and higher incentive costs. On a dollar basis, selling, general and administrative
expenses increased by $258.7 million, or 7.9%, to $3,547.0 million during the fiscal year ended February 1, 2025.
The increase was primarily driven by our 101 net new stores opened since the end of Fiscal 2023.
During Fiscal 2024 and Fiscal 2023, the Company acquired leases through bankruptcy proceedings. The
acquisition of these leases resulted in $15.7 million and $18.4 million of pre-opening costs that are recorded in
the line item, “Selling, general and administrative expenses” in our Consolidated Statements of Income during
Fiscal 2024 and Fiscal 2023, respectively.
Depreciation and amortization
Depreciation and amortization expense amounted to $347.6 million during Fiscal 2024, compared with
$307.1 million during Fiscal 2023. The increase in depreciation and amortization expense was primarily driven
by capital expenditures related to new and non-comparable stores and our supply chain investments.
36

Impairment charges—long-lived assets
Impairment charges related to long-lived assets were $12.9 million and $6.4 million during Fiscal 2024 and
Fiscal 2023, respectively. Fiscal 2024 relates to two owned stores selling below carrying value, unrecoverable
fixed assets at six underperforming stores, and two stores relocated and closed before the end of the respective
lease-end dates. Fiscal 2023 relates to unrecoverable fixed assets at eleven underperforming stores and
unrecoverable lease assets at three of those stores.
The recoverability assessment related to these store-level assets requires various judgments and estimates,
including estimates related to future revenues, gross margin rates, store expenses and other assumptions. We base
these estimates upon our past and expected future performance. We believe our estimates are appropriate in light
of current market conditions. However, future impairment charges could be required if we do not achieve our
current revenue or cash flow projections for each store. Refer to Note 4, “Impairment Charges,” for further
discussion.
Other income, net
Other income, net improved $7.3 million to $48.2 million during Fiscal 2024. The improvement in other
income was primarily driven by increased interest income from higher cash balance and interest rates.
Loss on Extinguishment of Debt
During Fiscal 2024, debt extinguishment charges amounted to $1.4 million related to the partial write-off of
the original issue discount and deferred debt costs, as a result of the September 2024 extension and upsize of our
Term Loan Facility. During Fiscal 2023 we entered into separate, privately negotiated exchange agreements with
certain holders of the 2025 Convertible Notes, whereby the holders exchanged $241.2 million in aggregate
principal amount of 2025 Convertible Notes held by them for $255.0 million in aggregate principal amount of
2027 Convertible Notes, as well as $110.3 million in aggregate principal amount of 2025 Convertible Notes held
by them for $133.3 million in cash. These exchanges resulted in aggregate pre-tax debt extinguishment charges
of $38.3 million. Refer to Note 5, “Long Term Debt,” for further discussion regarding our debt transactions.
Interest expense
Interest expense decreased $8.9 million to $69.5 million. This decrease was primarily related to
accumulated other comprehensive income on our previous interest rate swap, which was fully amortized as of the
end of Fiscal 2023. Additionally, we had a lower average balance of 2025 Convertible Notes, and a lower interest
rate on the 2027 Convertible Notes compared to the 2025 Convertible Notes that were extinguished, partially
offset by a higher average balance due to the September 2024 extension and upsize of the Term Loan Facility
during the third quarter of Fiscal 2024.
The average interest rate on the Term Loan Facility was 7.0% and 7.2% for the fiscal year ended
February 1, 2025 and the fiscal year ended February 3, 2024, respectively. The average balance on the Term
Loan Facility, excluding the original issue discount, was $1,047.0 million and $942.5 million for the fiscal year
ended February 1, 2025 and the fiscal year ended February 3, 2024, respectively.
Income tax expense
Income tax expense was $171.2 million for Fiscal 2024 compared with $126.1 million for Fiscal 2023. The
effective tax rate was 25.4% related to pretax income of $674.8 million for Fiscal 2024, and 27.1% related to
pretax income of $465.8 million for Fiscal 2023. The increase in income tax expense is primarily due to higher
pre-tax income. The higher tax rate in the prior period is primarily attributable to the disallowance of certain debt
extinguishment costs related to the partial repurchase of the 2025 Convertible Notes in Fiscal 2023.
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Net income
We earned net income of $503.6 million during Fiscal 2024 compared with net income of $339.6 million for
Fiscal 2023. This increase was primarily driven by higher sales and increased gross margin rate. Net income
included $11.7 million and $13.8 million of expense, net of income taxes, for Fiscal 2024 and Fiscal 2023,
respectively, related to the bankruptcy acquired leases.
Performance for Fiscal Year Ended February 3, 2024 (Fiscal 2023) Compared with Fiscal Year Ended
January 28, 2023 (Fiscal 2022)
For a discussion related to Fiscal 2023 performance compared to Fiscal 2022 performance, refer to Part II,
Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in
our Annual Report on Form 10-K for the fiscal year ended February 3, 2024 (Fiscal 2023 10-K).
Liquidity and Capital Resources
Our ability to satisfy interest payment and future principal payment obligations on our outstanding debt will
depend largely on our future performance which, in turn, is subject to prevailing economic conditions and to
financial, business and other factors beyond our control. If we do not have sufficient cash flow to service interest
payment and future principal payment obligations on our outstanding indebtedness and if we cannot borrow or
obtain equity financing to satisfy those obligations, our business and results of operations will be materially
adversely affected. We cannot be assured that any replacement borrowing or equity financing could be
successfully completed on terms similar to our current financing agreements, or at all. Refer to “Debt and
Hedging” below for recent debt transactions completed.
We believe that cash generated from operations, along with our existing cash and our ABL Line of Credit,
will be sufficient to fund our expected cash flow requirements for at least the next twelve months as well as the
foreseeable future, including planned capital expenditures and repayment of the 2025 Convertible Notes.
However, there can be no assurance that we would be able to offset declines in our comparable store sales with
savings initiatives.
As market conditions warrant, we may, from time to time, repurchase our outstanding debt securities in the
open market, in privately negotiated transactions, by tender offer, by exchange transaction or otherwise. Such
repurchases, if any, will depend on prevailing market conditions, our liquidity and other factors and may be
commenced or suspended at any time. The amounts involved and total consideration paid may be material.
From time to time, we evaluate options to opportunistically increase, refinance or extend our debt. Our
assessment will be based on our capital needs for, among other things, facility purchases, capital improvements
and expenditures. No assurance can be given that we will enter into such agreements.
Cash Flows
Cash Flows for Fiscal 2024 Compared with Fiscal 2023
We generated $69.3 million of cash flows during Fiscal 2024 compared with $46.2 million during Fiscal 2023.
Net cash provided by operating activities amounted to $863.4 million and $868.7 million during Fiscal 2024
and Fiscal 2023, respectively. The decrease in our operating cash flows was primarily driven by changes in
working capital, partially offset by improved net income.
Net cash used in investing activities was $882.3 million and $503.7 million during Fiscal 2024 and Fiscal
2023, respectively. This change was primarily the result of an increase in capital expenditures related to supply
chain initiatives resulting from the purchase of the distribution center in Ellabell, Georgia, as well as increased
store openings.
38

Net cash provided by financing activities was $88.2 million during Fiscal 2024 compared to a use of
$318.8 million during Fiscal 2023. This change was primarily driven by the September 2024 extension and
upsizing of the Term Loan Facility during the third quarter of Fiscal 2024 as well as net payment on the
Convertible Notes during Fiscal 2023.
Changes in working capital also impact our cash flows. Working capital equals current assets minus current
liabilities. We had working capital at February 1, 2025 of $356.3 million compared with $298.2 million at
February 3, 2024. The increase in working capital was primarily driven by increased inventory, increased cash
balance, and increased prepaid assets, partially offset by increased current maturities of long term debt related to
the 2025 Convertible Notes and increased accounts payable.
Cash Flows for Fiscal 2023 Compared with Fiscal 2022
For a discussion of our cash flows for Fiscal 2023 compared to Fiscal 2022, refer to Part II, Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our
Fiscal 2023 10-K.
Capital Expenditures
For Fiscal 2024, capital expenditures, net of $28.9 million of landlord allowances, amounted to
$843.9 million (inclusive of accrued capital expenditures). These capital expenditures include approximately
$334.9 million, net of the previously mentioned landlord allowances, for store expenditures (new stores,
remodels and other store expenditures). In addition, we made capital expenditures of $384.8 million to support
our supply chain initiatives, largely related to the purchase of the distribution center in Ellabell, Georgia, with the
remaining capital to support information technology and other business initiatives. We incurred capital
expenditures of $522.5 million (inclusive of accrued capital expenditures), net of approximately $14.6 million of
landlord allowances, during Fiscal 2023.
We estimate that we will spend approximately $950 million, net of approximately $55 million of landlord
allowances, in capital expenditures during Fiscal 2025, including approximately $390 million, net of the
previously mentioned landlord allowances, for store expenditures (new stores, remodels and other store
expenditures). In addition, we estimate that we will spend approximately $460 million to support our supply
chain initiatives, largely related to a purchase agreement for the Cactus Ave. distribution center in Riverside,
California, which was negotiated during Fiscal 2024. The remaining capital will be used to support our
information technology and other business initiatives.
Share Repurchase Program
On August 15, 2023, our Board of Directors authorized the repurchase of up to $500 million of common
stock, which is authorized to be executed through August 2025.
During Fiscal 2024, we repurchased 1,013,561 shares of common stock for $241.9 million under our share
repurchase program. As of February 1, 2025, we had $263.2 million remaining under our share repurchase
authorization.
We are authorized to repurchase shares of our outstanding common stock from time to time on the open
market or in privately negotiated transactions under our repurchase program. The timing and amount of stock
repurchases will depend on a variety of factors, including the market conditions as well as corporate and
regulatory considerations. Our share repurchase program may be suspended, modified or discontinued at any
time, and we have no obligation to repurchase any amount of our common stock under the program.
39

Dividends
We currently do, and intend to continue to, retain all available funds and any future earnings to fund all of
the Company’s capital expenditures, business initiatives, and to support any potential opportunistic capital
structure initiatives. Therefore, at this time, we do not anticipate paying cash dividends in the near term. Our
ability to pay dividends on our common stock will be limited by restrictions on the ability of our subsidiaries to
pay dividends or make distributions under the terms of current and any future agreements governing our
indebtedness. Any future determination to pay dividends will be at the discretion of our Board of Directors,
subject to compliance with covenants in our current and future agreements governing our indebtedness, and will
depend upon our results of operations, financial condition, capital requirements and other factors that our Board
of Directors deems relevant.
In addition, since we are a holding company, substantially all of the assets shown on our Consolidated
Balance Sheets are held by our subsidiaries. Accordingly, our earnings, cash flow and ability to pay dividends are
largely dependent upon the earnings and cash flows of our subsidiaries and the distribution or other payment of
such earnings to us in the form of dividends.
Debt and Hedging
As of February 1, 2025, our obligations, inclusive of original issue discount, include $1,238.9 million under
our Term Loan Facility, $453.2 million of Convertible Notes and no outstanding borrowings on our ABL Line of
Credit. Our debt obligations also include $25.0 million of finance lease obligations as of February 1, 2025. Refer
to Note 5 to our Consolidated Financial Statements, “Long Term Debt,” for an overview of the terms and
conditions of these instruments.
Term Loan Facility
BCFWC and certain of its subsidiaries and holding companies are party to a Credit Agreement (as amended,
supplemented and otherwise modified, the Term Loan Facility) that provides for term loans in an aggregate
principal amount as of February 1, 2025 of $1,246.9 million maturing on September 24, 2031.
On September 24, 2024, we entered into an amendment to the Term Loan Facility dated as of February 24,
2011 (the “Amendment”), which among other things, (i) refinanced the outstanding $933 million principal
amount of Term B-6 Loans with Term B-7 Loans in an aggregate principal amount of $1,250 million, which
includes incremental term loans in an aggregate principal amount of $317 million, (ii) extended the maturity date
from June 24, 2028 to September 24, 2031, and (iii) reduced the interest rate margins applicable to our 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 SOFR
loans, with a 0.00% SOFR floor, and removed the SOFR adjustment. The Term B-7 Loans were issued with an
original issue discount of 99.5.
The Term Loan Facility is collateralized by a first lien on BCFWC’s and each guarantor’s equity interests,
equipment, intellectual property, and certain favorable leases and real estate, and certain related assets and
proceeds thereof (subject to certain exceptions), and a second lien on BCFWC’s and each guarantor’s other assets
and proceeds thereof (subject to certain exceptions).
At February 1, 2025, our borrowing rate related to the Term Loan Facility was 6.1%.
ABL Line of Credit
BCFWC and certain of its subsidiaries and holding companies are party to a Second Amended and Restated
Credit Agreement (as amended, supplemented and otherwise modified, the ABL Line of Credit) that provides for
$900.0 million of revolving commitments (subject to a borrowing base limitation) maturing on December 22, 2026,
40

and, subject to the satisfaction of certain conditions, BCFWC can increase the aggregate amount of commitments up
to $1,200 million. The interest rate margin applicable under the ABL Line of Credit is 1.125% to 1.375% in the case
of a daily Secured Overnight Financing Rate (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 BCFWC’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 BCFWC’s and each guarantor’s
other assets and proceeds thereof (other than real estate and subject to certain exceptions).
On June 26, 2023, BCFWC entered into a Fifth Amendment to the Second Amended and Restated Credit
Agreement, which increased the sublimit for letters of credit thereunder from $150 million to $250 million. The
letter of credit sublimit was subsequently reduced to $200 million.
At February 1, 2025, we had $827.0 million available under the ABL Line of Credit. We did not have any
borrowings during Fiscal 2024.
2025 Convertible Notes
On April 16, 2020, we issued $805.0 million of 2025 Convertible Notes. The 2025 Convertible Notes have
an initial conversion rate of 4.5418 shares per $1,000 principal amount of 2025 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.
The 2025 Convertible Notes are general unsecured obligations of the Company. The 2025 Convertible
Notes bear interest at a rate of 2.25% per year, payable semi-annually in cash, in arrears on April 15 and
October 15 of each year, beginning on October 15, 2020. The 2025 Convertible Notes will mature on April 15,
2025, unless earlier converted, redeemed or repurchased.
During the first quarter of Fiscal 2023, we entered into separate, privately negotiated exchange agreements
with certain holders of the 2025 Convertible Notes. Under the terms of the exchange agreements, the holders
exchanged $110.3 million in aggregate principal amount of 2025 Convertible Notes held by them for $133.3 million
in cash. These exchanges resulted in aggregate pre-tax debt extinguishment charges of $24.6 million.
The 2025 Convertible Notes are 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 of April 15, 2025. The 2025
Convertible Notes have an initial conversion rate of 4.5418 shares per $1,000 principal amount of 2025 Convertible
Notes (equivalent to an initial conversion price of approximately $220.18 per share of our common stock), subject
to adjustment if certain events occur. The initial conversion price represents a conversion premium of
approximately 32.50% over $166.17 per share, the last reported sale price of our common stock on April 13, 2020
(the pricing date of the offering) on the New York Stock Exchange. During the first quarter of Fiscal 2021, the
Company made an irrevocable settlement election for any conversions of the 2025 Convertible Notes. Upon
conversion, we will pay cash for the principal amount. For any excess above principal, we will deliver shares of its
common stock. We are able to redeem for cash all or any portion of the 2025 Convertible Notes, at our option, if the
last reported sale price of the Company’s common stock is equal to or greater than 130% of the conversion price for
a specified period of time, at a redemption price equal to 100% of the principal aggregate amount of the 2025
Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Holders of the 2025 Convertible Notes may require us to repurchase their 2025 Convertible Notes upon the
occurrence of certain events that constitute a fundamental change under the indenture governing the 2025
Convertible Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid
interest to, but excluding, the date of repurchase. In connection with certain corporate events or if we issue a
41

notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to
convert their 2025 Convertible Notes in connection with such corporate event or during the relevant redemption
period for such 2025 Convertible Notes.
2027 Convertible Notes
On September 12, 2023, we closed the issuance of approximately $297.1 million aggregate principal amount
of our 2027 Convertible Notes pursuant to separate, privately negotiated exchange and subscription agreements
with a limited number of holders of our 2025 Convertible Notes and certain investors, in each case pursuant to
exemptions from registration under the Securities Act of 1933. We exchanged approximately $241.2 million in
aggregate principal amount of the 2025 Convertible Notes for approximately $255.0 million in aggregate
principal amount of the 2027 Convertible Notes. We also issued approximately $42.1 million in aggregate
principal amount of 2027 Convertible Notes in a private placement to certain investors. An aggregate of up to
1,422,568 shares of common stock may be issued upon conversion of the 2027 Convertible Notes, which number
is subject to adjustment up to an aggregate of 1,911,372 shares following certain corporate events that occur prior
to the maturity date or if we issue a notice of redemption, and which is also subject to certain anti-dilution
adjustments.
The 2027 Convertible Notes bear interest at a rate of 1.25% per year, payable semi-annually in arrears on
June 15 and December 15 of each year, beginning on December 15, 2023. The 2027 Convertible Notes will
mature on December 15, 2027, unless earlier converted, redeemed or repurchased.
Prior to the close of business on the business day immediately preceding September 15, 2027, the 2027
Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and
during certain periods. Thereafter, the 2027 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
of December 15, 2027. The 2027 Convertible Notes have an initial conversion rate of 4.8560 shares per $1,000
principal amount of 2027 Convertible Notes (equivalent to an initial conversion price of approximately $205.93
per share of our common stock), subject to adjustment if certain events occur. The initial conversion price
represents a conversion premium of approximately 32.50% over $155.42 per share, the last reported sale price of
our common stock on September 7, 2023 on The New York Stock Exchange. Upon conversion, we will pay cash
for the aggregate principal amount of 2027 Convertible Notes being converted, and pay (and deliver, if
applicable) cash, shares of our common stock or a combination thereof, at our election, in respect of the
remainder (if any) of our conversion obligation in excess of such aggregate principal amount. We will not be able
to redeem the 2027 Convertible Notes prior to December 20, 2025. On or after December 20, 2025 and prior to
the 21st scheduled trading day immediately preceding December 15, 2027, we will be able to redeem for cash all
or any portion of the 2027 Convertible Notes, at our option, if the last reported sale price of our common stock is
equal to or greater than 130% of the conversion price for a specified period of time, at a redemption price equal
to 100% of the aggregate principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date.
If we undergo a fundamental change, subject to certain conditions, holders of the 2027 Convertible Notes
may require us to repurchase for cash all or any portion of our 2027 New Convertible Notes. The fundamental
change repurchase price will be 100% of the aggregate principal amount of the 2027 Convertible Notes to be
repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Hedging
We have interest rate swaps which hedge $800.0 million of variable rate exposure under our Term Loan
Facility. The interest rate swaps are designated as cash flow hedges and expire on September 24, 2031. Refer to
Note 6, “Derivative Instruments and Hedging Activities,” for further discussion regarding our derivative
transactions.
42

Certain Information Concerning Material Cash Requirements
The following table sets forth certain information regarding our obligations to make future payments under
current contracts as of February 1, 2025:
Payments Due By Period
Total
1 Year
2-3 Years
4-5 Years
Thereafter
(in thousands)
Debt obligations(1)
$1,700,099
$ 168,655
$ 322,069
$
25,000
$1,184,375
Interest on debt obligations(2)
434,953
70,130
136,093
127,289
101,441
Finance lease obligations(3)
35,040
3,526
7,280
5,551
18,683
Operating lease obligations(4)
4,715,685
614,333
1,289,378
1,100,382
1,711,592
Purchase obligations(5)
1,594,025
1,594,025
—
—
—
Other(6)
3,969
2,980
989
—
—
Total
$8,483,771
$2,453,649
$1,755,809
$1,258,222
$3,016,091
(1)
Represents future principal payments on outstanding borrowings as of February 1, 2025.
(2)
Represents interest payments on (i) the outstanding balance of the Term Loan Facility with an interest rate
of 6.1%; (ii) $800.0 million interest rate swap; (iii) the outstanding balance of the 2025 Convertible Notes;
and (iv) the outstanding balance of the 2027 Convertible Notes.
(3)
Finance lease obligations include future interest payments.
(4)
Represents minimum rent payments for operating leases under the current terms. The above table excludes
approximately $451.4 million for 66 stores that we have committed to open or relocate but have not yet
taken possession of the space.
(5)
Represents commitments to purchase merchandise that have not been received as of February 1, 2025. The
table above excludes estimated commitments for non-merchandise goods of approximately $395 million,
which primarily relates to capital expenditures for our stores and supply chain, largely related to a purchase
agreement for the Cactus Ave. distribution center in Riverside, California, as well as other miscellaneous
operating expenses.
(6)
Represents severance payments in the normal course of business that are included in the line item “Selling,
general and administrative expenses” in our Consolidated Statements of Income.
The table above excludes ASC Topic No. 740 “Income Taxes” (Topic No. 740) liabilities which represent
uncertain tax positions related to temporary differences. The total Topic No. 740 liability was $8.1 million,
inclusive of $5.8 million of interest and penalties, neither of which is presented in the table above as we are not
certain if and when these payments would be required.
The table above excludes our irrevocable letters of credit guaranteeing payment and performance under
certain leases, insurance contracts, debt agreements, merchandising agreements and utility agreements in the
amount of $52.5 million as of February 1, 2025.
As of February 1, 2025, insurance reserves amounted to $102.8 million. These amounts are excluded from
the table above as we are not certain if and when these payments would be required.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements have been prepared in accordance with GAAP. We believe there are
several accounting policies that are critical to understanding our historical and future performance as these
policies affect the reported amounts of revenues and other significant areas that involve management’s judgments
and estimates. The preparation of our Consolidated Financial Statements requires management to make estimates
and assumptions that affect (i) the reported amounts of assets and liabilities; (ii) the disclosure of contingent
assets and liabilities at the date of the Consolidated Financial Statements; and (iii) the reported amounts of
43

revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and
judgments, including those related to revenue recognition, inventories, long-lived assets, intangible assets,
goodwill, insurance reserves, leases, and income taxes. Historical experience and various other factors that are
believed to be reasonable under the circumstances form the basis for making estimates and judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions. As events continue to evolve and additional
information becomes available, our estimates may change materially in future periods. A critical accounting
estimate meets two criteria: (1) it requires assumptions about highly uncertain matters and (2) there would be a
material effect on the Consolidated Financial Statements from either using a different, although reasonable,
amount within the range of the estimate in the current period or from reasonably likely period-to-period changes
in the estimate.
While there are a number of accounting policies, methods and estimates affecting our Consolidated
Financial Statements as addressed in Note 1 to our Consolidated Financial Statements, “Summary of Significant
Accounting Policies,” areas that are particularly critical and significant include:
Revenue Recognition. While our revenue recognition does not involve significant judgment, it represents an
important accounting policy. We record revenue at the time control of goods are transferred to the customer,
which we determine to be at point of sale and delivery of merchandise, net of allowances for estimated future
returns, which is estimated based on historical return rates. We present sales, net of sales taxes, in our
Consolidated Statements of Income. We account for layaway sales in compliance with ASC Topic No. 606
“Revenue from Contracts with Customers.” Layaway sales are recognized upon delivery of merchandise to the
customer. The amount of cash received upon initiation of the layaway is recorded as a deposit liability within the
line item “Other current liabilities” in our Consolidated Balance Sheets. Stored value cards (gift cards and store
credits issued for merchandise returns) are recorded as a liability at the time of issuance, and the related sale is
recorded upon redemption.
We estimate and recognize stored value card breakage income in proportion to actual stored value card
redemptions. We determine an estimated stored value card breakage rate by continuously evaluating historical
redemption data. Breakage income is recognized on a monthly basis in proportion to the historical redemption
patterns for those stored value cards for which the likelihood of redemption is remote.
Inventory. Our inventory is valued at the lower of cost or market using the retail inventory method. Under
the retail inventory method, the valuation of inventory and the resulting gross margin are determined by applying
a calculated cost to retail ratio to the retail value of inventory. The retail inventory method is an averaging
method that results in valuing inventory at the lower of cost or market provided markdowns are taken timely to
reduce the retail value of inventory. Inherent in the retail inventory method calculation are certain significant
management judgments and estimates including merchandise markups, markdowns and shortage, which
significantly impact the ending inventory valuation as well as the resulting gross margin. Management believes
that our retail inventory method provides an inventory valuation which approximates cost using a first-in,
first-out assumption and results in carrying value at the lower of cost or market. We reserve for aged inventory
based on historical trends and specific identification. Our aged inventory reserve contains uncertainties as the
calculations require management to make assumptions and to apply judgment regarding a number of factors,
including market conditions, the selling environment, historical results and current inventory trends. A 1%
change in the dollar amount of retail markdowns would have resulted in an increase in markdown dollars, at cost,
of approximately $2.5 million for Fiscal 2024.
Estimates are used to record inventory shortage at retail stores between physical inventories. Actual physical
inventories are conducted at least annually to calculate actual shortage. While we make estimates on the basis of
the best information available to us at the time the estimates are made, over accruals or under accruals of
shortage may be identified as a result of the physical inventory counts, requiring adjustments.
44

Insurance Reserves. We have risk participation agreements with insurance carriers with respect to workers’
compensation, general liability insurance and health insurance. Pursuant to these arrangements, we are
responsible for paying individual claims up to designated dollar limits. The amounts included in our costs related
to these claims are estimated and can vary based on changes in assumptions or claims experience included in the
associated insurance programs. For example, changes in legal trends and interpretations, as well as changes in the
nature and method of how claims are settled, can impact ultimate costs. An increase in workers’ compensation
claims by employees, health insurance claims by employees or general liability claims may result in a
corresponding increase in our costs related to these claims. Insurance reserves amounted to $102.8 million and
$94.8 million at February 1, 2025 and February 3, 2024, respectively.
Recent Accounting Pronouncements
Refer to Note 2, “Recent Accounting Pronouncements,” of our Consolidated Financial Statements for a
discussion of recent accounting pronouncements and their impact on our Consolidated Financial Statements.
Fluctuations in Operating Results
We expect that our revenues and operating results may fluctuate from fiscal quarter to fiscal quarter or over
the longer term. Certain of the general factors that may cause such fluctuations are discussed in Item 1A, Risk
Factors and elsewhere in this Annual Report.
Inflation
There can be no assurance that we will be able to offset inflationary pressure in the future by increasing
prices or through other means, or that our business will not be negatively affected by continued inflation in the
future. We may not be able to adequately increase our prices over time to offset increased costs, whether due to
inflation or otherwise. Any decreases in consumer discretionary spending could result in a decrease in store
traffic and same store sales, all of which could negatively affect our business, operations, liquidity, financial
results and/or stock price, particularly if consumer spending levels are depressed for a prolonged period of time.
The U.S. retail industry continues to face increased pressure on margins as commodity prices increase and
the overall challenging retail conditions have led consumers to be more value conscious. Additionally,
lower-to-moderate income shoppers continue to face economic pressure due to higher cost of living. Our strategy
of chasing sales, in which we purchase both pre-season and in-season merchandise, allows us the flexibility to
purchase less pre-season with the balance purchased in-season and opportunistically. It also provides us the
flexibility to shift purchases between suppliers and categories. This enables us to obtain better terms with our
suppliers, which we expect to help offset the expected rising costs of goods.
Market Risk
We are exposed to market risks relating to fluctuations in interest rates. Our borrowings contain floating rate
obligations and are subject to interest rate fluctuations. The objective of our financial risk management is to
minimize the negative impact of interest rate fluctuations on our earnings and cash flows. We manage interest
rate risk through the use of our interest rate swap contracts.
As more fully described in Note 6 to our Consolidated Financial Statements, “Derivative Instruments and
Hedging Activities,” we enter into interest rate derivative contracts to manage interest rate risks associated with our
long term debt obligations. The effective portion of changes in the fair value of derivatives designated and that
qualify as cash flow hedges is recorded in the line item “Accumulated other comprehensive income” on the
Consolidated Balance Sheets and is subsequently reclassified into earnings in the period that the hedged forecasted
transaction affects earnings. We continue to have exposure to interest rate risks to the extent they are not hedged.
45

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks as part of our ongoing business operations. Primary exposures
include changes in interest rates, as borrowings under our ABL Line of Credit and Term Loan Facility bear
interest based on SOFR, in each case plus an applicable borrowing margin. The interest rate of our Term Loan
Facility is also dependent on the prime rate, and the federal funds rate as further discussed in Note 5 to our
Consolidated Financial Statements, “Long Term Debt.” On September 24, 2024, the Company entered into an
amendment to the Credit Agreement dated as of February 24, 2011, which among other things, (i) refinanced the
outstanding $933 million principal amount of term B-6 loans with term B-7 loans in an aggregate principal
amount of $1,250 million, which includes incremental term loans in an aggregate principal amount of
$317 million, (ii) extended the maturity date from June 24, 2028 to September 24, 2031, and (iii) reduced the
interest rate margins applicable to the Company’s 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 SOFR loans, with a 0.00% SOFR floor, and removing the
SOFR adjustment.
We manage our interest rate risk through the use of interest rate derivative contracts. For our floating-rate
debt, interest rate changes generally impact our earnings and cash flows, assuming other factors are held
constant.
On September 27, 2024, the Company terminated the previous $450 million interest rate swap, and entered
into a new interest rate swap in the notional amount of $500 million with a blended interest rate of 2.83%. On
this same date, the Company also entered into a new interest rate swap for $300 million with an interest rate of
3.37%. Refer to Note 6, “Derivative Instruments and Hedging Activities,” for further discussion regarding our
derivative transactions.
We have unlimited interest rate risk related to borrowings on our variable rate debt in excess of the notional
principal amount of our interest rate swap contract.
At February 1, 2025, we had $1,246.9 million of floating-rate debt, exclusive of original issue discount.
Based on this, a one percentage point interest rate increase or decrease as of February 1, 2025 (after considering
our interest rate swap contract and assuming current borrowing level remains constant), would cause an increase
or decrease, respectively, to cash interest expense of $4.4 million per year. This sensitivity analysis assumes our
mix of financial instruments and all other variables will remain constant in future periods. These assumptions are
made in order to facilitate the analysis and are not necessarily indicative of our future intentions.
Our ability to satisfy our interest payment obligations on our outstanding debt will depend largely on our
future performance, which, in turn, is in part subject to prevailing economic conditions and to financial, business
and other factors beyond our control. If we do not have sufficient cash flow to service our interest payment
obligations on our outstanding indebtedness and if we cannot borrow or obtain equity financing to satisfy those
obligations, our business and results of operations will be materially adversely affected. We cannot be assured
that any replacement borrowing or equity financing could be successfully completed.
46

Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
48
Consolidated Statements of Income for the fiscal years ended February 1, 2025, February 3, 2024 and
January 28, 2023
50
Consolidated Statements of Comprehensive Income for the fiscal years ended February 1, 2025,
February 3, 2024 and January 28, 2023
51
Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024
52
Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025, February 3, 2024
and January 28, 2023
53
Consolidated Statements of Stockholders’ Equity for the fiscal years ended February 1, 2025,
February 3, 2024 and January 28, 2023
54
Notes to Consolidated Financial Statements for the fiscal years ended February 1, 2025, February 3,
2024 and January 28, 2023
55
47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of
Directors of Burlington Stores, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Burlington Stores, Inc. and subsidiaries (the
“Company”) as of February 1, 2025 and February 3, 2024, the related consolidated statements of income,
comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended
February 1, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as
the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of February 1, 2025 and February 3, 2024, and the results of its operations
and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of February 1, 2025, based
on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated March 17, 2025, expressed an
unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Retail Inventory Method—Impact of Markdowns—Refer to Note 1 to the financial statements
Critical Audit Matter Description
The Company values merchandise inventories at the lower of cost or market using the retail inventory method.
Under this method, the valuation of inventories at cost and the resulting gross margins are determined by
48

applying a calculated cost-to-retail ratio to the retail value of inventories. The retail inventory method is an
averaging method that results in valuing inventory at the lower of cost or market provided markdowns are taken
timely to reduce the retail value of inventory.
The judgments involved in determining when to record markdowns can significantly impact the ending inventory
valuation and the resulting gross profit. Given the significant judgments necessary to identify and record
markdowns timely, performing audit procedures to evaluate the timeliness of markdowns involved a high degree
of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the timing of markdowns taken included the following, among others:
•
We tested the effectiveness of management’s 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.
•
We made a selection of markdowns recorded after year-end to determine if the selected markdowns
should have been taken as of the year-end balance sheet date.
•
We made a selection of purchases made throughout the year; determined if those purchases were
subsequently marked down; and, if marked down, that the markdown was recorded timely.
•
We analyzed trends in the aging of inventory to determine if there were any significant fluctuations in
aged inventory that would indicate markdowns were not taken timely.
•
We developed an expectation of markdowns in ending inventory based on historical relationships
between markdowns and inventory balances on hand and compared to recorded markdowns.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
March 17, 2025
We have served as the Company’s auditor since 1983.
49

BURLINGTON STORES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(All amounts in thousands, except per share data)
Fiscal Year Ended
February 1,
2025
February 3,
2024
(53 Weeks)
January 28,
2023
REVENUES:
Net sales
$10,616,743
$9,708,973
$8,684,545
Other revenue
18,080
18,494
18,059
Total revenue
10,634,823
9,727,467
8,702,604
COSTS AND EXPENSES:
Cost of sales
6,025,272
5,584,060
5,171,715
Selling, general and administrative expenses
3,546,967
3,288,315
2,877,356
Costs related to debt amendments
4,553
97
—
Depreciation and amortization
347,575
307,064
270,398
Impairment charges—long-lived assets
12,921
6,367
21,402
Other income—net
(48,213)
(40,882)
(26,907)
Loss on extinguishment of debt
1,412
38,274
14,657
Interest expense
69,522
78,399
66,474
Total costs and expenses
9,960,009
9,261,694
8,395,095
Income before income tax expense
674,814
465,773
307,509
Income tax expense
171,175
126,124
77,386
Net income
$
503,639
$ 339,649
$ 230,123
Net income per common share:
Common stock—basic
$
7.91
$
5.25
$
3.51
Common stock—diluted
$
7.80
$
5.23
$
3.49
Weighted average number of common shares:
Common stock—basic
63,634
64,672
65,637
Common stock—diluted
64,595
64,917
65,901
See Notes to Consolidated Financial Statements.
50

BURLINGTON STORES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(All amounts in thousands)
Fiscal Year Ended
February 1,
2025
February 3,
2024
(53 Weeks)
January 28,
2023
Net income
$503,639
$339,649
$230,123
Other comprehensive income, net of tax:
Interest rate derivative contracts:
Net unrealized gain arising during the period
22,438
10,460
27,726
Net reclassification into earnings during the period
(13,449)
(5,675)
5,463
Other comprehensive income, net of tax
8,989
4,785
33,189
Total comprehensive income
$512,628
$344,434
$263,312
See Notes to Consolidated Financial Statements.
51

BURLINGTON STORES, INC.
CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share and per share data)
February 1,
2025
February 3,
2024
ASSETS
Current assets:
Cash and cash equivalents
$
994,698
$
925,359
Accounts receivable—net of allowance for doubtful accounts of $2,959 and $2,313,
respectively
88,079
74,361
Merchandise inventories
1,250,775
1,087,841
Assets held for disposal
32,193
23,299
Prepaid and other current assets
263,058
216,164
Total current assets
2,628,803
2,327,024
Property and equipment—net
2,369,720
1,880,325
Operating lease assets
3,386,852
3,132,768
Tradenames
238,000
238,000
Goodwill
47,064
47,064
Deferred tax assets
2,248
2,436
Other assets
97,726
79,223
Total assets
$ 8,770,413
$ 7,706,840
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 1,038,148
$
956,350
Current operating lease liabilities
406,891
411,395
Other current liabilities
656,581
647,338
Current maturities of long term debt
170,891
13,703
Total current liabilities
2,272,511
2,028,786
Long term debt
1,539,918
1,394,942
Long term operating lease liabilities
3,253,825
2,984,794
Other liabilities
74,402
73,793
Deferred tax liabilities
259,261
227,593
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, $0.0001 par value: authorized: 50,000,000
shares; no shares issued and outstanding
—
—
Common stock, $0.0001 par value:
Authorized: 500,000,000 shares
Issued: 82,805,353 shares and 82,399,577 shares, respectively
Outstanding: 63,284,385 shares, 63,964,371 shares, respectively
8
8
Additional paid-in-capital
2,237,579
2,118,356
Accumulated earnings
1,487,703
984,064
Accumulated other comprehensive income
42,522
33,533
Treasury stock, at cost
(2,397,316)
(2,139,029)
Total stockholders’ equity
1,370,496
996,932
Total liabilities and stockholders’ equity
$ 8,770,413
$ 7,706,840
See Notes to Consolidated Financial Statements.
52

BURLINGTON STORES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands)
Fiscal Year Ended
February 1,
2025
February 3,
2024
(53 Weeks)
January 28,
2023
OPERATING ACTIVITIES
Net income
$ 503,639
$ 339,649
$ 230,123
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
347,575
307,064
270,398
Impairment charges—long-lived assets
12,921
6,367
21,402
Amortization of deferred financing costs
3,079
3,193
3,633
Accretion of long term debt instruments
1,041
958
949
Deferred income taxes
28,637
20,663
(25,431)
Loss on extinguishment of debt
1,412
38,274
14,657
Non-cash stock compensation expense
87,572
83,948
67,480
Non-cash lease expense
(9,856)
(7,724)
(523)
Cash received from landlord allowances
28,872
14,585
23,137
Changes in assets and liabilities:
Accounts receivable
(14,253)
(4,464)
(13,012)
Merchandise inventories
(162,934)
94,141
(160,974)
Prepaid and other current assets
(46,894)
(84,473)
244,852
Accounts payable
86,505
(21,953)
(125,006)
Other current liabilities
10,368
80,774
44,830
Other long term assets and long term liabilities
1,136
3,651
(360)
Other operating activities
(15,444)
(5,918)
230
Net cash provided by operating activities
863,376
868,735
596,385
INVESTING ACTIVITIES
Cash paid for property and equipment
(880,384)
(492,644)
(447,393)
Lease acquisition costs
(11,599)
(24,640)
(3,710)
Net proceeds from sale of property and equipment and assets held for sale
9,729
13,539
27,961
Net cash used in investing activities
(882,254)
(503,745)
(423,142)
FINANCING ACTIVITIES
Proceeds from long term debt—Term Loan Facility
605,843
—
—
Principal payments on long term debt—Term Loan Facility
(302,597)
(9,614)
(9,614)
Proceeds from long term debt— 2027 Convertible Notes
—
297,069
—
Principal payment on long term debt— 2025 Convertible Notes
—
(386,519)
(78,240)
Purchase of treasury shares
(256,293)
(243,188)
(316,896)
Proceeds from stock option exercises
31,651
18,783
20,592
Other financing activities
9,613
4,633
(7,553)
Net cash provided by (used in) financing activities
88,217
(318,836)
(391,711)
Increase (decrease) in cash and cash equivalents
69,339
46,154
(218,468)
Cash and cash equivalents at beginning of period
925,359
879,205
1,097,673
Cash and cash equivalents at end of period
$ 994,698
$ 925,359
$ 879,205
Supplemental disclosure of cash flow information:
Interest paid
$
84,614
$
88,148
$
51,445
Income tax payments (refund)—net
$ 170,259
$
86,237
$ (208,333)
Non-cash investing and financing activities:
Finance lease modification
$
(1,523)
$
—
$
(6,042)
Accrued purchases of property and equipment
$ 102,829
$ 110,475
$
66,007
Exchange of noncash assets
$
—
$
—
$
7,300
See Notes to Consolidated Financial Statements.
53

BURLINGTON STORES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(All dollar amounts in thousands)
Common Stock
Additional
Paid-in
Accumulated
Accumulated
Other
Comprehensive
Treasury Stock
Shares
Amount
Capital
Deficit
Income (Loss)
Shares
Amount
Total
Balance at January 29, 2022
81,677,315
$
7
$1,927,554
$ 414,292
$ (4,441)
(15,185,760) $(1,576,995) $ 760,417
Net income
—
—
—
230,123
—
—
—
230,123
Stock options exercised
168,720
1
20,591
—
—
—
—
20,592
Shares used for tax withholding
—
—
—
—
—
(75,710)
(14,238)
(14,238)
Shares purchased as part of
publicly announced programs
—
—
—
—
—
(1,756,811)
(302,658)
(302,658)
Vesting of restricted shares, net of
forfeitures of 199 restricted
shares
191,959
—
—
—
—
—
—
—
Stock based compensation
—
—
67,480
—
—
—
—
67,480
Unrealized gains on interest rate
derivative contracts, net of related
taxes of $10.1 million
—
—
—
—
27,726
—
—
27,726
Amount reclassified into
earnings, net of related taxes of
$2.0 million
—
—
—
—
5,463
—
—
5,463
Balance at January 28, 2023
82,037,994
8
2,015,625
644,415
28,748
(17,018,281) (1,893,891)
794,905
Net income
—
—
—
339,649
—
—
—
339,649
Stock options exercised
157,003
—
18,783
—
—
—
—
18,783
Shares used for tax withholding
—
—
—
—
—
(62,894)
(11,255)
(11,255)
Shares purchased as part of
publicly announced programs,
inclusive of $1.9 million
related to excise tax
—
—
—
—
—
(1,354,031)
(233,883)
(233,883)
Vesting of restricted shares
204,580
—
—
—
—
—
—
—
Stock based compensation
—
—
83,948
—
—
—
—
83,948
Unrealized gains on interest rate
derivative contracts, net of related
taxes of $3.8 million
—
—
—
—
10,460
—
—
10,460
Amount reclassified into
earnings, net of related taxes of
$2.1 million
—
—
—
—
(5,675)
—
—
(5,675)
Balance at February 3, 2024
82,399,577
8
2,118,356
984,064
33,533
(18,435,206) (2,139,029)
996,932
Net income
—
—
—
503,639
—
—
—
503,639
Stock options exercised
189,919
—
31,651
—
—
—
—
31,651
Shares used for tax withholding
—
—
—
—
—
(72,201)
(14,370)
(14,370)
Shares purchased as part of
publicly announced programs,
inclusive of $2.0 million
related to excise tax
—
—
—
—
—
(1,013,561)
(243,917)
(243,917)
Vesting of restricted shares
215,857
—
—
—
—
—
—
—
Stock based compensation
—
—
87,572
—
—
—
—
87,572
Unrealized gains on interest rate
derivative contracts, net of related
taxes of $8.1 million
—
—
—
—
22,438
—
—
22,438
Amount reclassified into
earnings, net of related taxes of
$4.9 million
—
—
—
—
(13,449)
—
—
(13,449)
Balance at February 1, 2025
82,805,353
$
8
$2,237,579
$1,487,703
$ 42,522
(19,520,968) $(2,397,316) $1,370,496
See Notes to Consolidated Financial Statements.
54

BURLINGTON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Business
As of February 1, 2025, Burlington Stores, Inc., a Delaware corporation (collectively with its subsidiaries,
the Company), has expanded its store base to 1,108 retail stores in 46 states, Washington D.C. and Puerto Rico.
The Company sells in-season, fashion-focused merchandise at up to 60% off other retailers’ prices, including:
women’s ready-to-wear apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts
and coats. As of February 1, 2025, the Company operated stores under the names “Burlington Stores” (1,107
stores), and “Cohoes Fashions” (1 store). Cohoes Fashions offers products similar to those offered by Burlington
Stores.
Basis of Consolidation and Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP). The Consolidated Financial Statements
include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions
have been eliminated in consolidation.
Fiscal Years
The Company defines its fiscal year as the 52 or 53-week period ending on the Saturday closest to January
31. The fiscal year ended February 1, 2025 (Fiscal 2024) consisted of 52 weeks, the fiscal year ended February 3,
2024 (Fiscal 2023) consisted of 53 weeks, and the fiscal year ended and January 28, 2023 (Fiscal 2022) consisted
of 52 weeks.
Use of Estimates
Certain amounts included in the Consolidated Financial Statements are estimated based on historical
experience, currently available information and management’s judgment as to the expected outcome of future
conditions and circumstances. 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.
Cash and Cash Equivalents
Cash and cash equivalents represent cash and short-term, highly liquid investments with maturities of three
months or less at the time of purchase. Book cash overdrafts are included in the line item “Accounts payable” on
the Company’s Consolidated Balance Sheets.
Accounts Receivable
Accounts receivable consist of credit card receivables, interest receivables, and other receivables. Accounts
receivable are recorded at net realizable value, which approximates fair value. The Company provides an
allowance for doubtful accounts for amounts deemed uncollectible.
Inventories
Merchandise inventories are valued at the lower of cost or market, as determined by the retail inventory
method. Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins
55

are calculated by applying a calculated cost to retail ratio to the retail value of inventories. The Company
regularly records a provision for estimated shortage, thereby reducing the carrying value of merchandise
inventory. Complete physical inventories of all of the Company’s stores and warehouses are performed no less
frequently than annually, with the recorded amount of merchandise inventory being adjusted to coincide with
these physical counts.
The Company records its cost of merchandise (net of purchase discounts and certain vendor allowances),
certain merchandise acquisition costs (primarily commissions and import fees), inbound freight, outbound freight
from distribution centers, and freight on internally transferred merchandise in the line item “Cost of sales” in the
Company’s Consolidated Statements of Income.
Costs associated with the Company’s distribution, buying, and store receiving functions (product sourcing
costs) are included in the line items “Selling, general and administrative expenses” and “Depreciation and
amortization” in the Company’s Consolidated Statements of Income. Product sourcing costs included within the
line item “Selling, general and administrative expenses” amounted to $800.3 million, $780.3 million and
$677.8 million during Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. Depreciation and amortization
related to the distribution and purchasing functions for the same periods amounted to $85.3 million,
$68.8 million and $56.3 million, respectively.
Property and Equipment
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 10 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. Repairs and maintenance expenditures are expensed as incurred.
Renewals and betterments, which significantly extend the useful lives of existing property and equipment, are
capitalized. Assets recorded under finance leases are recorded at the present value of minimum lease payments
and are amortized over the lease term. Amortization of assets recorded as finance leases is included in the line
item “Depreciation and amortization” in the Company’s Consolidated Statements of Income. The carrying value
of all long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable, in accordance with ASC Topic No. 360 “Property, Plant, and
Equipment” (Topic No. 360). Refer to Note 4, “Impairment Charges,” for further discussion of the Company’s
measurement of impairment of long-lived assets.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is
measured by a comparison of the carrying amount of an asset to undiscounted pre-tax future net cash flows
expected to be generated by that asset. If the undiscounted future cash flows are not adequate to recover the
carrying value of the asset, an impairment charge is recognized for the amount by which the carrying amount of
the assets exceeds the fair value of such assets. Refer to Note 4, “Impairment Charges,” for further discussion of
the Company’s measurement of impairment of long-lived assets.
Capitalized Computer Software Costs
The Company accounts for capitalized software in accordance with ASC Topic No. 350 “Intangibles—
Goodwill and Other” (Topic No. 350) which requires the capitalization of certain costs incurred in connection
with developing or obtaining software for internal use. The Company capitalized $33.3 million, $33.9 million,
and $26.1 million relating to these costs during Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively.
56

Intangible Assets
The Company accounts for intangible assets in accordance with Topic No. 350. The Company’s intangible
assets represent tradenames. The tradename asset “Burlington” is expected to generate cash flows indefinitely
and, therefore, is accounted for as an indefinite-lived asset not subject to amortization. The Company evaluates
its intangible assets for possible impairment as follows:
The Company tests identifiable intangible assets with an indefinite life for impairment on an annual basis, or
when a triggering event occurs, relying on a number of factors that include operating results, business plans and
projected future cash flows. The impairment test consists of a comparison of the fair value of the indefinite-lived
intangible asset with its carrying amount. The Company determines fair value through the relief of royalty
method which is a widely accepted valuation technique. On the first business day of the second quarter, the
Company’s annual assessment date, the Company performed a quantitative analysis and determined that the fair
values of each of the Company’s identifiable intangible assets are greater than their respective carrying values.
There were no impairment charges recorded during Fiscal 2024, Fiscal 2023 or Fiscal 2022 related to indefinite-
lived intangible assets.
Intangible assets at February 1, 2025 and February 3, 2024 consist primarily of tradenames.
(in thousands)
February 1, 2025
February 3, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Tradenames
$238,000
$—
$238,000
$238,000
$—
$238,000
Goodwill
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. Topic No. 350 requires a comparison, at least
annually, of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill,
with the fair value of the reporting unit. The Company determines fair value through multiple widely accepted
valuation techniques. These techniques use a variety of assumptions including projected market conditions,
discount rates and future cash flows. If the carrying value of the assets and liabilities exceeds the fair value of the
reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared
with the carrying value of its reporting unit goodwill to determine the appropriate impairment charge. On the first
business day of the second fiscal quarter, the Company’s annual assessment date, the Company performed a
quantitative analysis and determined that the fair value of the Company’s reporting unit was greater than its
carrying value. There were no impairment charges related to goodwill during Fiscal 2024, Fiscal 2023 or Fiscal
2022.
Other Assets
Other assets consist primarily of the fair value of derivative contracts, 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). 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. These assets are amortized over the lease term inclusive of reasonably assured renewal options,
and are included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of
Income. Deferred financing costs are amortized over the life of the ABL Line of Credit using the interest method
of amortization. Amortization of deferred financing costs is recorded in the line item “Interest expense” in the
Company’s Consolidated Statements of Income.
57

Other Current Liabilities
Other current liabilities primarily consist of accrued payroll costs, self-insurance reserves, customer
liabilities, accrued operating expenses, sales tax payable, payroll taxes payable and other miscellaneous items.
Customer liabilities totaled $36.8 million and $37.0 million as of February 1, 2025 and February 3, 2024,
respectively.
The Company has risk participation agreements with insurance carriers with respect to workers’
compensation, general liability insurance and health insurance. Pursuant to these arrangements, the Company is
responsible for paying individual claims up to designated dollar limits. The amounts related to these claims are
estimated and can vary based on changes in assumptions or claims experience included in the associated
insurance programs. An increase in workers’ compensation claims, health insurance claims or general liability
claims may result in a corresponding increase in costs related to these claims. Self-insurance reserves as of
February 1, 2025 and February 3, 2024 were:
(in thousands)
February 1,
2025
February 3,
2024
Short-term self-insurance reserve
$ 41,309
$38,295
Long-term self-insurance reserve
61,475
56,530
Total
$102,784
$94,825
Other Liabilities
Other liabilities primarily consist of the long term portion of self-insurance reserves and tax liabilities
associated with the uncertain tax positions recognized by the Company in accordance with ASC Topic No. 740
“Income Taxes” (Topic No. 740).
Revenue Recognition
The Company records revenue at the time control of the goods are transferred to the customer, which the
Company determines to be at point of sale and delivery of merchandise, net of allowances for estimated future
returns, which is estimated based on historical return rates. The Company presents sales, net of sales taxes, in its
Consolidated Statements of Income. Sales percentage by major product category is as follows:
Category
Fiscal 2024
Fiscal 2023
Fiscal 2022
Ladies apparel
21%
21%
22%
Accessories and shoes
27%
27%
24%
Home
20%
20%
21%
Mens apparel
17%
17%
17%
Kids apparel and baby
12%
12%
12%
Outerwear
3%
3%
4%
The Company accounts for layaway sales in compliance with ASC Topic No. 606 “Revenue from Contracts
with Customers” (Topic No. 606). Layaway sales are recognized upon delivery of merchandise to the customer.
The amount of cash received upon initiation of the layaway is recorded as a deposit liability in the line item
“Other current liabilities” in the Company’s Consolidated Balance Sheets. Stored value cards (gift cards and
store credits issued for merchandise returns) are recorded as a liability at the time of issuance, and the related sale
is recorded upon redemption.
The Company determines an estimated stored value card breakage rate by continuously evaluating historical
redemption data. Breakage income is recognized monthly in proportion to the historical redemption patterns for
those stored value cards for which the likelihood of redemption is remote.
58

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
within net sales at the time of the initial transaction.
Other Revenue
Other revenue consists of service fees (layaway and other miscellaneous service charges), subleased rental
income and certain revenue received from the bank related to the Company’s private label credit card (PLCC) as
shown in the table below:
(in thousands)
Fiscal Years Ended
February 1,
2025
February 3,
2024
January 28,
2023
Service fees
$ 3,928
$ 4,165
$ 4,131
Subleased rental income and other
9,041
9,317
9,444
PLCC
5,111
5,012
4,484
Total
$18,080
$18,494
$18,059
Advertising Costs
The Company’s advertising costs consist primarily of video, audio and digital marketing. Advertising costs
are expensed the first time the advertising takes place, and are included in the line item “Selling, general and
administrative expenses” on the Company’s Consolidated Statements of Income. During Fiscal 2024, Fiscal 2023
and Fiscal 2022, advertising costs were $35.3 million, $36.5 million and $33.8 million, respectively.
Income Taxes
The Company accounts for income taxes in accordance with Topic No. 740. Deferred income taxes reflect
the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and
such amounts as measured by tax laws. A valuation allowance against the Company’s deferred tax assets is
recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In
determining the need for a valuation allowance, management is required to make assumptions and to apply
judgment, including forecasting future earnings, taxable income, and the mix of earnings in the jurisdictions in
which the Company operates. Management periodically assesses the need for a valuation allowance based on the
Company’s current and anticipated results of operations. The need for and the amount of a valuation allowance
can change in the near term if operating results and projections change significantly.
Topic No. 740 requires the recognition in the Company’s Consolidated Financial Statements of the impact of a
tax position taken or expected to be taken in a tax return, if that position is “more likely than not” 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. The
Company records interest and penalties related to unrecognized tax benefits as part of income taxes.
Other Income, Net
Other income, net, consists of interest income, gains and losses on insurance proceeds, net gains and losses on
disposition of assets, gift card breakage, and other miscellaneous items. The Company recognized $3.0 million of
59

gain on insurance recoveries during Fiscal 2022, and none during Fiscal 2023 and Fiscal 2024. The Company also
recognized $5.0 million during Fiscal 2023 related to the sale of certain state tax credits. There were no sales of tax
credits during Fiscal 2024 and Fiscal 2022.
Comprehensive Income
Comprehensive income is comprised of net income and the effective portion of changes in the fair value of
derivatives designated and that qualify as cash flow hedges, less amounts reclassified into earnings.
Lease Accounting
The Company leases store locations, distribution centers and office space used in its operations. The
Company accounts for these types of leases in accordance with ASC Topic No. 842, “Leases” (Topic No. 842),
which requires that leases be evaluated and classified as operating or finance leases for financial reporting
purposes. The lease liability is calculated as the present value of the remaining future lease payments over the
lease term, including reasonably assured renewal options. The discount rates used in valuing the Company’s
leases are not readily determinable, and are based on the Company’s incremental borrowing rate on a fully
collateralized basis. In calculating its incremental borrowing rate, the Company uses a retail industry yield curve,
adjusted for the Company’s credit profile. The right-of-use asset for operating leases is based on the lease
liability plus initial direct costs and prepaid lease payments, less landlord incentives received.
The Company’s operating lease cost, included in the line item “Selling, general and administrative
expenses” on its Consolidated Statements of Income, includes amortization of right-of-use assets, interest on
lease liabilities, as well as any variable and short-term lease cost. The Company commences recording operating
lease cost when the underlying asset is made available for use.
Assets held under finance leases are included in the line item “Property and equipment—net of accumulated
depreciation and amortization” in the Company’s Consolidated Balance Sheets.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC Topic No. 718, “Stock
Compensation” (Topic No. 718), which requires companies to record stock compensation expense for all
non-vested and new awards beginning as of the grant date and through the end of the vesting period. Refer to
Note 9, “Stock-Based Compensation,” for further details.
Net Income Per Share
Net income per share is calculated using the treasury stock method. Refer to Note 8, “Net Income Per
Share,” for further details.
Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist
principally of cash, cash equivalents and investments. The Company manages the credit risk associated with cash
equivalents and investments by investing with high-quality institutions and, by policy, limiting investments only
to those which meet prescribed investment guidelines. The Company maintains cash accounts that, at times, may
exceed federally insured limits. The Company has not experienced any losses from maintaining cash accounts in
excess of such limits. Management believes that it is not exposed to any significant risks on its cash and cash
equivalent accounts.
60

Segment Information
The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting,”
and has one reportable segment. The Company derives all revenue in the United States and manages its business
activities on a consolidated basis.
The Company is an off-price retailer that derives revenues from customers by providing a complete line of
value-priced apparel, including: women’s ready-to-wear apparel, menswear, youth apparel, baby, beauty,
footwear, accessories, home, toys, gifts and coats. The Company’s chief operating decision maker (CODM) is
the Chief Executive Officer of the Company.
The CODM assesses performance for the segment and decides how to allocate resources based on net
income that also is reported on the Consolidated Statements of Income. The measure of segment assets is
reported on the Consolidated Balance Sheets as total assets. Net income is used to monitor budget versus actual
results, as well as actual results compared to the prior period. These comparisons are used in assessing
performance of the segment and in establishing management’s allocation of resources. Below is an extract of
certain disaggregated expense information that is regularly provided to the CODM.
(in thousands)
Fiscal Year Ended
February 1,
2025
February 3,
2024
(53 Weeks)
January 28,
2023
Total revenue
$10,634,823
$9,727,467
$8,702,604
Cost of sales
6,025,272
5,584,060
5,171,715
Product sourcing costs
800,324
780,286
677,817
Other segment expenses (a)
2,746,643
2,508,029
2,199,539
Costs related to debt amendments
4,553
97
—
Depreciation and amortization
347,575
307,064
270,398
Impairment charges—long-lived assets
12,921
6,367
21,402
Other income—net
(48,213)
(40,882)
(26,907)
Loss on extinguishment of debt
1,412
38,274
14,657
Interest expense
69,522
78,399
66,474
Income tax expense
171,175
126,124
77,386
Net income
$
503,639
$ 339,649
$ 230,123
(a)
The other segment expenses category includes store related costs, store payroll costs, corporate costs,
marketing & strategy costs, and other store & selling expenses.
2. Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures” (ASU 2023-07) to improve reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses. Refer to Note 1, “Summary of
Significant Accounting Policies,” for the Company’s disclosure in accordance with ASU 2023-07.
There were no other new accounting standards that had a material impact on the Company’s Consolidated
Financial Statements and notes thereto during Fiscal 2024.
Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topics 740): Improvements to Income
Tax Disclosures” (ASU 2023-09) to expand the disclosure requirements for income taxes, specifically related to
61

the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual reporting periods beginning
after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive
basis. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures in the consolidated
financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive
Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of income statement expenses”
(ASU 2024-03), which requires disaggregated disclosure of income statement expenses for public business
entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within
fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently
evaluating the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.
3. Property and Equipment
Property and equipment consist of:
(in thousands)
Useful Lives
February 1,
2025
February 3,
2024
Land
N/A
$
82,692
$
105,645
Buildings
10 to 40 Years
363,658
413,634
Store fixtures and equipment
3 to 15 Years
1,828,472
1,575,798
Software
3 to 10 Years
387,200
365,899
Leasehold improvements
Shorter of
lease term or
useful life
1,180,491
996,994
Construction in progress
N/A
584,124
375,305
Total property and equipment at cost
4,426,637
3,833,275
Less: accumulated depreciation and amortization
(2,056,917)
(1,952,950)
Total property and equipment, net of accumulated
depreciation and amortization
$ 2,369,720
$ 1,880,325
As of February 1, 2025 and February 3, 2024, assets, net of accumulated amortization of $13.2 million and
$17.1 million, respectively, held under finance leases amounted to approximately $18.4 million and
$21.8 million, respectively, and are included in the line item “Buildings” in the foregoing table. Amortization
expense related to finance leases is included in the line item “Depreciation and amortization” in the Company’s
Consolidated Statements of Income. The total amount of depreciation expense during Fiscal 2024, Fiscal 2023
and Fiscal 2022 was $311.4 million, $273.5 million and $237.8 million, respectively.
Internally developed software is amortized on a straight line basis over three to ten years and is recorded in
the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income.
Amortization of internally developed software amounted to $25.7 million, $23.0 million and $21.2 million during
Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
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. These assets are amortized over the lease term inclusive
of reasonably assured renewal options. Amortization of landlord-owned assets was $10.4 million, $10.6 million
and $11.4 million, during Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively, and was included in the line
item “Depreciation and amortization” in the Company’s Consolidated Statements of Income.
During Fiscal 2024, Fiscal 2023 and Fiscal 2022, the Company recorded impairment charges related to
property and equipment of $11.2 million, $3.7 million and $20.1 million, respectively. These charges are
62

recorded in the line item “Impairment charges—long-lived assets” in the Company’s Consolidated Statements of
Income. Refer to Note 4, “Impairment Charges,” for further discussion.
4. Impairment Charges
Impairment charges recorded during Fiscal 2024, Fiscal 2023 and Fiscal 2022 amounted to $12.9 million,
$6.4 million and $21.4 million, respectively. Impairment charges are primarily related to declines in revenues
and operating results of certain stores in Fiscal 2024, Fiscal 2023, and Fiscal 2022, as well as sales of owned
properties in Fiscal 2024 and Fiscal 2022. Impairment charges during these periods related to the following:
(in thousands)
Fiscal Years Ended
Asset Categories
February 1,
2025
February 3,
2024
January 28,
2023
Store fixtures and equipment
$ 1,402
$2,471
$ 2,981
Leasehold improvements
422
1,272
2,097
Operating lease assets
1,763
2,623
1,286
Buildings
1,437
—
8,687
Land
7,882
—
4,968
Other assets
15
1
1,383
Total
$12,921
$6,367
$21,402
The Company recorded impairment charges related to store-level assets for 10 stores during Fiscal 2024, 11
stores during Fiscal 2023, and 16 stores during Fiscal 2022.
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. 820 “Fair Value Measurements” (Topic No. 820). Refer to Note
13, “Fair Value of Financial Instruments,” for further discussion of the Company’s fair value hierarchy. The fair
value of the Company’s long-lived assets is calculated using 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. The assets
impaired had a remaining carrying value after impairments of $56.8 million, $73.0 million, and $99.0 million during
Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively, primarily related to the right-of-use assets.
5. Long Term Debt
Long term debt consists of:
(in thousands)
February 1,
2025
February 3,
2024
Senior secured term loan facility, adjusted SOFR (with a floor of 0.00%)
plus 1.75%, matures on September 24, 2031
$1,238,921
$ 933,355
Convertible senior notes, 2.25%, mature on April 15, 2025
156,155
156,155
Convertible senior notes, 1.25%, mature on December 15, 2027
297,069
297,069
ABL senior secured revolving facility, SOFR plus spread based on
average outstanding balance, matures on December 22, 2026
—
—
Finance lease obligations
24,980
29,069
Unamortized deferred financing costs
(6,316)
(7,003)
Total debt
1,710,809
1,408,645
Less: current maturities
(170,891)
(13,703)
Long term debt, net of current maturities
$1,539,918
$1,394,942
63

Term Loan Facility
BCFWC and certain of its subsidiaries and holding companies are party to a Credit Agreement (as amended,
supplemented and otherwise modified, the Term Loan Facility) that provides for term loans in an aggregate
principal amount as of February 1, 2025 of $1,246.9 million maturing on September 24, 2031.
On September 24, 2024, the Company entered into an amendment to the Term Loan Facility dated as of
February 24, 2011 (the “Amendment”), which among other things, (i) refinanced the outstanding $933 million
principal amount of Term B-6 Loans with Term B-7 Loans in an aggregate principal amount of $1,250 million,
which includes incremental term loans in an aggregate principal amount of $317 million, (ii) extended the
maturity date from June 24, 2028 to September 24, 2031, and (iii) reduced the interest rate margins applicable to
the Company’s 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 SOFR loans, with a 0.00% SOFR floor, and removed the SOFR adjustment. The Term B-7
Loans were issued with an original issue discount of 99.5.
The Term Loan Facility is collateralized by a first lien on BCFWC’s and each guarantor’s equity interests,
equipment, intellectual property, and certain favorable leases and real estate, and certain related assets and
proceeds thereof (subject to certain exceptions), and a second lien on BCFWC’s and each guarantor’s other assets
and proceeds thereof (subject to certain exceptions).
As of February 1, 2025 and February 3, 2024, the Company’s borrowing rate related to the Term Loan
Facility, exclusive of the impact of interest rate swaps, was 6.1% and 7.4%, respectively.
2025 Convertible Notes
On April 16, 2020, the Company issued its 2025 Convertible Notes. The 2025 Convertible Notes are general
unsecured obligations of the Company. The 2025 Convertible Notes bear interest at a rate of 2.25% per year,
payable semi-annually in cash, in arrears, on April 15 and October 15 of each year. The 2025 Convertible Notes
will mature on April 15, 2025, unless earlier converted, redeemed or repurchased.
During the first quarter of Fiscal 2023, the Company entered into separate, privately negotiated exchange
agreements with certain holders of the 2025 Convertible Notes. Under the terms of the exchange agreements, the
holders exchanged $110.3 million in aggregate principal amount of 2025 Convertible Notes held by them for
$133.3 million in cash. These exchanges resulted in aggregate pre-tax debt extinguishment charges of
$24.6 million.
The 2025 Convertible Notes are 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 of April 15, 2025. The
2025 Convertible Notes have an initial conversion rate of 4.5418 shares per $1,000 principal amount of 2025
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. The initial conversion price represents
a conversion premium of approximately 32.50% over $166.17 per share, the last reported sale price of the
Company’s common stock on April 13, 2020 (the pricing date of the offering) on the New York Stock Exchange.
During the first quarter of Fiscal 2021, the Company made an irrevocable settlement election for any conversions
of the 2025 Convertible Notes. Upon conversion, the Company will pay cash for the principal amount. For any
excess above principal, the Company will deliver shares of its common stock. The Company may redeem for
cash all or any portion of the 2025 Convertible Notes, at its option, if the last reported sale price of the
Company’s common stock is equal to or greater than 130% of the conversion price for a specified period of time,
at a redemption price equal to 100% of the principal aggregate amount of the 2025 Convertible Notes to be
redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Holders of the 2025 Convertible Notes may require the Company to repurchase their 2025 Convertible
Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing
64

the 2025 Convertible Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest to, but excluding, the date of repurchase. 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 2025 Convertible Notes in connection with such corporate event or during the
relevant redemption period for such 2025 Convertible Notes. The effective interest rate is 2.8%.
2027 Convertible Notes
On September 12, 2023, the Company closed the issuance of approximately $297.1 million aggregate
principal amount of its 2027 Convertible Notes pursuant to separate, privately negotiated exchange and
subscription agreements with a limited number of holders of its 2025 Convertible Notes and certain investors, in
each case pursuant to exemptions from registration under the Securities Act of 1933. The Company exchanged
approximately $241.2 million in aggregate principal amount of the 2025 Convertible Notes for approximately
$255.0 million in aggregate principal amount of the 2027 Convertible Notes. This exchange resulted in aggregate
pre-tax debt extinguishment charges of $13.6 million. The Company also issued approximately $42.1 million in
aggregate principal amount of 2027 Convertible Notes in a private placement to certain investors. An aggregate
of up to 1,422,568 shares of common stock may be issued upon conversion of the 2027 Convertible Notes, which
number is subject to adjustment up to an aggregate of 1,911,372 shares following certain corporate events that
occur prior to the maturity date or if the Company issues a notice of redemption, and which is also subject to
certain anti-dilution adjustments.
The 2027 Convertible Notes bear interest at a rate of 1.25% per year, payable semi-annually in arrears on
June 15 and December 15 of each year, beginning on December 15, 2023. The 2027 Convertible Notes will
mature on December 15, 2027, unless earlier converted, redeemed or repurchased.
Prior to the close of business on the business day immediately preceding September 15, 2027, the 2027
Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and
during certain periods. Thereafter, the 2027 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
of December 15, 2027. The 2027 Convertible Notes have an initial conversion rate of 4.8560 shares per $1,000
principal amount of 2027 Convertible Notes (equivalent to an initial conversion price of approximately $205.93
per share of the Company’s common stock), subject to adjustment if certain events occur. The initial conversion
price represents a conversion premium of approximately 32.50% over $155.42 per share, the last reported sale
price of the Company’s common stock on September 7, 2023 on The New York Stock Exchange. Upon
conversion, the Company will pay cash for the aggregate principal amount of 2027 Convertible Notes being
converted, and pay (and deliver, if applicable) cash, shares of the Company’s common stock or a combination
thereof, at its election, in respect of the remainder (if any) of the Company’s conversion obligation in excess of
such aggregate principal amount. The Company will not be able to redeem the 2027 Convertible Notes prior to
December 20, 2025. On or after December 20, 2025 and prior to the 21st scheduled trading day immediately
preceding December 15, 2027, the Company will be able to redeem for cash all or any portion of the 2027
Convertible Notes, at its option, if the last reported sale price of the Company’s common stock is equal to or
greater than 130% of the conversion price for a specified period of time, at a redemption price equal to 100% of
the aggregate principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid interest,
if any, to, but excluding, the redemption date.
If the Company undergoes a fundamental change, subject to certain conditions, holders of the 2027
Convertible Notes may require the Company to repurchase for cash all or any portion of their 2027 New
Convertible Notes. The fundamental change repurchase price will be 100% of the aggregate principal amount of
the 2027 Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the
fundamental change repurchase date. The effective interest rate is 1.7%.
65

ABL Line of Credit
BCFWC and certain of its subsidiaries and holding companies are party to a Second Amended and Restated
Credit Agreement (as amended, supplemented and otherwise modified, the ABL Line of Credit) that provides for
$900.0 million of revolving commitments (subject to a borrowing base limitation) maturing on December 22,
2026, and, subject to the satisfaction of certain conditions, BCFWC can increase the aggregate amount of
commitments up to $1,200 million. The interest rate margin applicable under the ABL Line of Credit 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 BCFWC’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 BCFWC’s and each
guarantor’s other assets and proceeds thereof (other than real estate and subject to certain exceptions).
On June 26, 2023, BCFWC entered into a Fifth Amendment to the Second Amended and Restated Credit
Agreement, which increased the sublimit for letters of credit thereunder from $150 million to $250 million. The
letter of credit sublimit was subsequently reduced to $200 million.
At February 3, 2024, the Company had $708.8 million available under the ABL Line of Credit. The
Company did not have any borrowings during Fiscal 2023.
At February 1, 2025, the Company had $827.0 million available under the ABL Line of Credit. The
Company did not have any borrowings during Fiscal 2024.
Deferred Financing Costs
The Company had $1.4 million and $2.1 million in deferred financing costs associated with its ABL Line of
Credit as of February 1, 2025 and February 3, 2024, respectively, which are recorded in the line item “Other
assets” in the Company’s Consolidated Balance Sheets. In addition, the Company had $6.3 million and
$7.0 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 February 1, 2025 and
February 3, 2024, respectively.
Amortization of deferred financing costs amounted to $3.1 million, $3.2 million and $3.6 million during
Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively, which was included in the line item “Interest expense” in
the Company’s Consolidated Statements of Income.
Amortization expense related to deferred financing costs as of February 1, 2025 for each of the next five
fiscal years and thereafter is estimated to be as follows:
Fiscal Years
(in thousands)
2025
$2,511
2026
2,283
2027
1,505
2028
387
2029
375
Thereafter
609
Total
$7,670
Deferred financing costs have a weighted average amortization period of approximately 3.9 years.
66

Scheduled Maturities
Scheduled maturities of the Company’s long term debt obligations, as they exist as of February 1, 2025, in
each of the next five fiscal years and thereafter are as follows:
(in thousands)
Total Debt
Fiscal Years:
2025
$ 168,655
2026
12,500
2027
309,569
2028
12,500
2029
12,500
Thereafter
1,184,375
Total
1,700,099
Less: unamortized discount
(7,954)
Less: unamortized deferred financing costs
(6,316)
Finance lease liabilities
24,980
Total debt
$1,710,809
6. Derivative Instruments and Hedging Activities
The Company accounts for derivatives and hedging activities in accordance with ASC Topic No. 815
“Derivatives and Hedging” (Topic No. 815). Topic No. 815 provides the disclosure requirements for derivatives
and hedging activities with the intent to provide users of financial statements with an enhanced understanding of:
(i) how and why an entity uses derivative instruments, (ii) how the entity accounts for derivative instruments and
related hedged items, and (iii) how derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the
Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value
of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in
derivative instruments.
As required by Topic No. 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. Hedge
accounting generally provides for the matching of the timing of gain or loss recognition on the hedging
instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. 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 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 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 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. 820, credit valuation adjustments, which consider the
67

impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential
nonperformance risk. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk,
the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual
puts, and guarantees.
In accordance with Topic No. 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
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. However, as of February 1, 2025 and February 3, 2024, 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
portfolio. As a result, the Company classifies its derivative valuations in Level 2 of the fair value hierarchy.
The Company is exposed to certain risks arising from both its business operations and economic conditions.
The Company principally manages its exposures to a wide variety of business and operational risks through
management of its core business activities. The Company manages economic risks, including interest rate,
liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use
of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to
manage exposures that arise from business activities that result in the payment of future known and uncertain
cash amounts, the value of which are determined by interest rates. The Company uses derivative financial
instruments to manage differences in the amount, timing, and duration of the Company’s known or expected cash
payments principally related to the Company’s borrowings.
Cash Flow Hedges of Interest Rate Risk
On September 27, 2024, the Company terminated its previous $450 million interest rate swap, and entered
into a new interest rate swap in the notional amount of $500 million with a blended interest rate of 2.83%. On
this same date, the Company also entered into a new interest rate swap for $300 million with an interest rate of
3.37%. These interest rate swap agreements are designated as cash flow hedges.
During Fiscal 2024, the Company’s derivatives were 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 income” 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 February 1, 2025, the Company estimates that $14.2 million
will be reclassified as a reduction to interest expense during the next twelve months.
As of February 1, 2025, the Company had the following outstanding interest rate derivative that was
designated as a cash flow hedge of interest rate risk:
Interest Rate Derivative
Number of
Instruments
Notional Aggregate
Principal Amount
Interest Swap Rate
Maturity Date
Interest rate swap contract
Two
$800.0 million
2.83% - 3.37%
September 24, 2031
68

Tabular Disclosure
The tables below present the fair value of the Company’s derivative financial instruments on a gross basis,
as well as their classification on the Company’s Consolidated Balance Sheets:
(in thousands)
Fair Values of Derivative Instruments
February 1, 2025
February 3, 2024
Derivatives Designated as Hedging Instruments
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Fair
Value
Interest rate swap contracts
Other assets
$45,699
Other assets
$29,075
The following table presents the unrealized gains deferred to accumulated other comprehensive income
resulting from the Company’s derivative instruments designated as cash flow hedging instruments for each of the
reporting periods.
(in thousands)
Fiscal Year Ended
Interest Rate Derivatives:
February 1,
2025
February 3,
2024
January 28,
2023
Unrealized gains, before taxes
$30,563
$14,243
$ 37,864
Income tax benefit
(8,125)
(3,783)
(10,138)
Unrealized gains, net of taxes
$22,438
$10,460
$ 27,726
The following table presents information about the reclassification of losses from accumulated other
comprehensive income into earnings related to the Company’s derivative instruments designated as cash flow
hedging instruments for each of the reporting periods.
(in thousands)
Fiscal Year Ended
Component of Earnings:
February 1,
2025
February 3,
2024
January 28,
2023
Interest (benefit) expense
$(18,355)
$(7,749)
$ 7,479
Income tax expense (benefit)
4,906
2,074
(2,016)
Net reclassification into earnings
$(13,449)
$(5,675)
$ 5,463
7. Capital Stock
Common Stock
As of February 1, 2025, the total amount of the Company’s authorized capital stock consisted of
500,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of undesignated
preferred stock, par value of $0.0001 per share.
The Company’s common stock is not entitled to preemptive or other similar subscription rights to purchase
any of the Company’s securities. The Company’s common stock is neither convertible nor redeemable. Unless
the Company’s Board of Directors determines otherwise, the Company will issue all of the Company’s capital
stock in uncertificated form.
Preferred Stock
The Company does not have any shares of preferred stock issued or outstanding. The Company’s Board of
Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to
69

divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and
restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of
any series to the fullest extent permitted by the General Corporation Law of the State of Delaware. The issuance
of the Company’s preferred stock could have the effect of decreasing the trading price of the Company’s
common stock, restricting dividends on the Company’s capital stock, diluting the voting power of the Company’s
common stock, impairing the liquidation rights of the Company’s capital stock, or delaying or preventing a
change in control of the Company.
Dividend Rights
Each holder of shares of the Company’s capital stock will be entitled to receive such dividends and other
distributions in cash, stock or property as may be declared by the Company’s Board of Directors from time to
time out of the Company’s assets or funds legally available for dividends or other distributions. These rights are
subject to the preferential rights of any other class or series of the Company’s preferred stock.
Treasury Stock
The Company accounts for treasury stock under the cost method.
During Fiscal 2024, the Company acquired 72,201 shares of common stock from employees for
approximately $14.4 million to satisfy their minimum statutory tax withholdings related to the vesting of
restricted stock awards, which was recorded in the line item “Treasury stock” on the Company’s Consolidated
Balance Sheets, and the line item “Purchase of treasury shares” on the Company’s Consolidated Statements of
Cash Flows.
Share Repurchase Program
On August 15, 2023, the Company’s Board of Directors authorized the repurchase of up to $500 million of
common stock, which is authorized to be executed through August 2025.
These repurchase programs are funded using the Company’s available cash and borrowings under the ABL
Line of Credit.
During Fiscal 2024, the Company repurchased 1,013,561 shares of common stock for $241.9 million under
its share repurchase program. As of the end of Fiscal 2024, the Company had $263.2 million remaining under
this share repurchase authorization.
8. Net Income Per Share
Basic net income per share is calculated by dividing net income by the weighted-average number of
common shares outstanding. Dilutive net income per share is calculated by dividing net income 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 2025 Convertible Notes and 2027 Convertible Notes.
70

(in thousands, except per share data)
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Basic net income per share
Net income
$503,639
$339,649
$230,123
Weighted average number of common shares –
basic
63,634
64,672
65,637
Net income per common share – basic
$
7.91
$
5.25
$
3.51
Diluted net income per share
Net income
$503,639
$339,649
$230,123
Shares for basic and diluted net income per share:
Weighted average number of common shares –
basic
63,634
64,672
65,637
Assumed exercise of stock options and vesting
of restricted stock
673
245
264
Assumed conversion of convertible debt
288
—
—
Weighted average number of common shares –
diluted
64,595
64,917
65,901
Net income per common share – diluted
$
7.80
$
5.23
$
3.49
Approximately 405,000 shares, 1,524,000 shares and 1,068,000 shares were excluded from diluted net
income per share for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively, since their effect was anti-dilutive.
9. Stock-Based Compensation
On May 18, 2022, the Company’s stockholders approved the Company’s 2022 Omnibus Incentive Plan (the
2022 Plan). 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. 718. As of
February 1, 2025, there were 4,017,058 shares of common stock available for issuance under the Company’s
2022 Omnibus Incentive Plan.
Non-cash stock compensation expense is as follows:
(in thousands)
Fiscal Year Ended
Type of Non-Cash Stock Compensation
February 1,
2025
February 3,
2024
January 28,
2023
Restricted stock unit grants (a)
$43,005
$43,037
$37,749
Stock option grants (a)
19,543
19,502
19,274
Performance stock unit grants (a)
25,024
21,409
10,457
Total (b)
$87,572
$83,948
$67,480
(a)
Included in the line item “Selling, general and administrative expenses” in the Company’s Consolidated
Statements of Income.
(b)
The amounts presented in the table above exclude the effect of income taxes. The tax benefit related to the
Company’s non-cash stock compensation was $15.6 million, $15.5 million and $12.5 million during Fiscal
2024, Fiscal 2023 and Fiscal 2022, respectively.
71

Stock Options
Options granted during Fiscal 2024, Fiscal 2023 and Fiscal 2022, were all service-based awards granted
under the Plans at the following exercise prices:
Exercise Price Ranges
From
To
Fiscal 2024
$178.02
$290.34
Fiscal 2023
$118.58
$234.15
Fiscal 2022
$115.65
$236.93
All awards granted during Fiscal 2024, Fiscal 2023 and Fiscal 2022 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. Options
granted during Fiscal 2024, Fiscal 2023 and Fiscal 2022 become exercisable if the grantee’s employment 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. Unless determined otherwise by the plan administrator, upon cessation of
employment other than for cause, the majority of options that have not vested will terminate immediately, and
unexercised vested options will be exercisable for a period of 60 to 180 days.
As of February 1, 2025, the Company had 1,456,342 options outstanding to purchase shares of common
stock, and there was $39.6 million of unearned non-cash stock-based option compensation that the Company
expects to recognize as expense over a weighted average period of 2.6 years. The awards are expensed on a
straight-line basis over the requisite service period.
Stock option transactions during Fiscal 2024 are summarized as follows:
Number of
Shares
Weighted
Average
Exercise
Price
Per
Share
Options outstanding, February 3, 2024
1,356,258
$197.90
Options granted
379,413
181.30
Options exercised (a)
(189,919)
166.64
Options forfeited
(89,410)
212.25
Options outstanding, February 1, 2025
1,456,342
196.77
(a)
Options exercised during Fiscal 2024 had a total intrinsic value of $14.0 million.
The following table summarizes information about the stock options vested and expected to vest during the
contractual term, as well as options exercisable:
Options
Weighted
Average
Remaining
Contractual
Life (Years)
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
(in millions)
Options vested and expected to vest
1,456,342
7.0
$196.77
$131.8
Options exercisable
711,819
5.4
$202.32
$ 61.7
72

During Fiscal 2024, the fair value of each stock option granted was estimated on the date of grant using the
Black Scholes option pricing model. The fair value of each stock option granted during Fiscal 2024 was
estimated using the following assumptions on a weighted average basis:
Fiscal Year
Ended
February 1, 2025
Risk-free interest rate
4.7%
Expected volatility
42.1%
Expected life (years)
4.0
Contractual life (years)
10.0
Expected dividend yield
0%
Grant date fair value of options issued
$69.60
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 over the
expected life of the options. The risk free interest rate was based on the U.S. Treasury rates for U.S. Treasury
zero-coupon bonds with maturities similar to those of the expected term of the awards being valued. The
expected life of the options was estimated using historical exercise rates.
Restricted Stock Awards
Restricted stock awards granted during Fiscal 2024 were all service-based awards. The fair value of each
unit of restricted stock granted during Fiscal 2024 was based upon the closing price of the Company’s common
stock on the grant date. Most of the awards outstanding as of February 1, 2025 have graded vesting provisions
that generally vest in one-fourth annual increments (subject to continued employment through the applicable
vesting date). Certain awards outstanding as of February 1, 2025 cliff vest at the end of a designated service
period, ranging from two years to four years from the grant date. Awards granted to non-employee members of
the Company’s Board of Directors vest 100% on the first anniversary of the grant 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 February 1, 2025, there was approximately $77.8 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 2.3 years. The awards are expensed on a straight-line basis over the requisite service
periods.
Award grant, vesting and forfeiture transactions during Fiscal 2024 are summarized as follows:
Number of
Shares
Weighted
Average
Grant
Date Fair
Value Per
Award
Non-vested awards outstanding, February 3, 2024
570,952
$204.97
Awards granted
316,511
184.66
Awards vested (a)
(171,322)
223.86
Awards forfeited
(62,735)
198.25
Non-vested awards outstanding, February 1, 2025
653,406
190.83
(a)
Restricted stock awards vested during Fiscal 2024 had a total intrinsic value of $33.1 million.
73

Performance Share Units
The Company grants performance-based restricted stock units to its senior executives. Vesting of the
performance stock units granted in Fiscal 2022, Fiscal 2023, and Fiscal 2024 are 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. 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 February 1, 2025, there was approximately $34.0 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 1.7 years. The awards are expensed on a straight-line basis over the requisite service
periods.
Performance share unit transactions during Fiscal 2024 are summarized as follows:
Number of
Shares
Weighted
Average Grant
Date Fair
Value Per
Award
Non-vested awards outstanding, February 3, 2024
226,917
$217.29
Awards granted
124,821
185.19
Awards vested (a)
(44,535)
319.32
Awards forfeited
(14,333)
211.76
Non-vested awards outstanding, February 1, 2025
292,870
188.37
(a)
Performance-based stock awards vested during Fiscal 2024 had a total intrinsic value of $10.1 million.
10. Lease Commitments
The Company’s leases primarily consist of stores, distribution facilities and office space under operating
and finance leases that will expire principally during the next 30 years. The leases typically include renewal
options at five-year intervals and escalation clauses. 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. Contingent rentals are not included in the lease liability,
and they are recognized as variable lease cost when incurred.
The following is a schedule of the Company’s future lease payments:
(in thousands)
Fiscal Year
Operating
Leases
Finance
Leases
2025
$
614,333
$
3,526
2026
660,917
3,640
2027
628,461
3,640
2028
584,041
3,447
2029
516,341
2,104
Thereafter
1,711,592
18,683
Total future minimum lease payments
4,715,685
35,040
Amount representing interest
(1,054,969)
(10,060)
Total lease liabilities
3,660,716
24,980
74

(in thousands)
Fiscal Year
Operating
Leases
Finance
Leases
Less: current portion of lease liabilities
(406,891)
(2,236)
Total long term lease liabilities
$3,253,825
$22,744
Weighted average discount rate
6.0%
5.5%
Weighted average remaining lease term (years)
7.9
12.1
The above schedule excludes approximately $451.4 million for 66 stores that the Company has committed
to open or relocate but has not yet taken possession of the space. The discount rates used in valuing the
Company’s leases are not readily determinable, and are based on the Company’s incremental borrowing rate on a
fully collateralized basis.
The table above includes a lease liability for the Company’s Cactus Ave. distribution center in Riverside,
CA. The Company signed an agreement to purchase this facility during Fiscal 2024.
The following is a schedule of net lease costs for the years indicated:
(in thousands)
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Finance lease cost:
Amortization of finance lease asset (a)
$
2,573
$
3,506
$
4,210
Interest on lease liabilities (b)
1,439
1,858
2,561
Operating lease cost (c)
628,433
587,214
523,980
Variable lease cost (c)
254,586
235,223
205,876
Total lease cost
887,031
827,801
736,627
Impairment (gain) on sale and leaseback
transaction (d)
8,959
(1,958)
—
Less all rental income (e)
(5,377)
(5,733)
(5,650)
Total net rent expense (f)
$890,613
$820,110
$730,977
(a)
Included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of
Income.
(b)
Included in the line item “Interest expense” in the Company’s Consolidated Statements of Income.
(c)
Included in the line item “Selling, general and administrative expenses” in the Company’s Consolidated
Statements of Income. Variable lease cost is primarily comprised of real estate taxes, common area
maintenance, insurance and percentage rent.
(d)
Impairment included in the line item “Impairment charges—long-lived assets” and gain included in line
item “Other income—net” in the Company’s Consolidated Statements of Income.
(e)
Included in the line item “Other revenue” in the Company’s Consolidated Statements of Income.
(f)
Excludes an immaterial amount of short-term lease cost.
75

Supplemental cash flow disclosures related to leases are as follows:
(in thousands)
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Cash paid for amounts included in the measurement
of lease liabilities:
Cash payments arising from operating lease
liabilities (a)
$638,361
$595,028
$525,098
Cash payments for the principal portion of
finance lease liabilities (b)
$
2,566
$
4,378
$
4,455
Cash payments for the interest portion of
finance lease liabilities (a)
$
1,439
$
1,858
$
2,561
Supplemental non-cash information:
Operating lease liabilities arising from
obtaining right-of-use assets
$737,222
$611,569
$712,688
(a)
Included within operating activities in the Company’s Consolidated Statements of Cash Flows.
(b)
Included within financing activities in the Company’s Consolidated Statements of Cash Flows.
11. Employee Retirement Plans
The Company maintains separate defined contribution 401(k) retirement savings and profit-sharing plans
covering employees in the United States and Puerto Rico who meet specified age and service requirements. The
discretionary profit-sharing component (which the Company has not utilized since 2005 and has no current plans
to utilize) is entirely funded by the Company, and the Company also makes additional matching contributions to
the 401(k) component of the plans. Participating employees can voluntarily elect to contribute a percentage of
their earnings to the 401(k) component of the plans (up to certain prescribed limits) through a cash or deferred
(salary deferral) feature qualifying under Section 401(k) of the Internal Revenue Code (401(k) Plan).
The Company recorded $16.5 million, $15.6 million and $15.6 million of 401(k) Plan match expense during
Fiscal 2024, Fiscal 2023 and Fiscal 2022 respectively, which is included in the line item “Selling, general and
administrative expenses” on the Company’s Consolidated Statements of Income.
12. Income Taxes
Income before income taxes was as follows for Fiscal 2024, Fiscal 2023 and Fiscal 2022:
(in thousands)
Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Domestic
$659,414
$454,491
$297,440
Foreign
15,400
11,282
10,069
Total income before income taxes
$674,814
$465,773
$307,509
76

Income tax expense (benefit) was as follows for Fiscal 2024, Fiscal 2023 and Fiscal 2022:
(in thousands)
Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Current:
Federal
$105,828
$ 85,834
$ 86,299
State
31,116
16,150
13,494
Foreign
5,594
3,477
3,024
Subtotal
142,538
105,461
102,817
Deferred:
Federal
25,560
12,583
(28,980)
State
2,889
7,311
2,796
Foreign
188
769
753
Subtotal
28,637
20,663
(25,431)
Total income tax expense
$171,175
$126,124
$ 77,386
The tax rate reconciliations were as follows for Fiscal 2024, Fiscal 2023 and Fiscal 2022:
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Tax at statutory rate
21.0%
21.0%
21.0%
State income taxes, net of federal benefit
4.5
4.5
5.3
Tax credits
(0.9)
(1.2)
(2.2)
Non-deductible expenses
1.4
1.7
2.1
Loss from extinguishment of convertible debt
—
1.8
0.9
Other
(0.6)
(0.7)
(1.9)
Effective tax rate
25.4%
27.1%
25.2%
The tax effects of temporary differences are included in deferred tax accounts as follows:
(in thousands)
February 1, 2025
February 3, 2024
Tax
Assets
Tax
Liabilities
Tax
Assets
Tax
Liabilities
Non-current deferred tax assets and liabilities:
Property and equipment basis adjustments
$
—
$ 264,774
$
—
$ 236,711
Operating lease liability
950,808
—
872,903
—
Operating lease asset
—
879,433
—
805,610
Intangibles—indefinite-lived
—
63,791
—
63,892
Employee benefit compensation
31,917
—
27,194
—
State net operating losses (net of federal benefit)
4,513
—
5,726
—
Tax credits
8,342
—
10,774
—
Other
—
35,653
—
24,116
Valuation allowance
(8,942)
—
(11,425)
—
Total non-current deferred tax assets and liabilities
$986,638
$1,243,651
$905,172
$1,130,329
Net deferred tax liability
$ 257,013
$ 225,157
77

As of February 1, 2025, the Company has a deferred tax asset related to net operating losses of $4.5 million,
inclusive of $4.1 million of state net operating losses which will expire at various dates between 2025 and 2040
and $0.4 million of deferred tax assets recorded for Puerto Rico net operating loss carry-forwards that will expire
in 2025. As of February 1, 2025, the Company had tax credit carry-forwards totaling $8.3 million, inclusive of
$4.9 million in foreign tax credits, which will begin to expire in Fiscal 2033 and $3.4 million in state tax credit
carry-forwards, which will begin to expire in Fiscal 2025.
As of February 3, 2024, the Company had a deferred tax asset related to net operating losses of $5.7 million,
inclusive of $5.4 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 February 3, 2024, the Company had tax credit carry-forwards of $10.8 million,
inclusive of state tax credit carry-forwards of $10.4 million, and $0.4 million of Puerto Rico AMT credits.
The Company believes it is more likely than not that certain state net operating loss carry-forwards and
credits will not be realized. To account for this risk, the Company has established a valuation allowance totaling
$8.9 million, inclusive of $4.9 million for foreign tax credit carry-forwards, $0.6 million for state net operating
losses, $3.0 million for state tax credit carry-forwards, and $0.4 million for Puerto Rico net operating loss carry-
forwards. If the Company’s assumptions change and it determines that these net operating losses or credits can be
realized, the resulting tax benefits from reversing the valuation allowance on deferred tax assets as of February 1,
2025 will be recorded to the Company’s Consolidated Statement of Income. As of February 3, 2024, the
Company provided a total valuation allowance of $11.4 million, inclusive of $1.3 million of valuation allowance
related to state net operating losses, $9.8 million related to tax credit carry-forwards and $0.3 million related to
Puerto Rico’s net operating loss.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (exclusive of
interest and penalties) is as follows:
(in thousands)
Gross
Unrecognized
Tax Benefits,
Exclusive of
Interest and
Penalties
Balance at January 29, 2022
$4,787
Additions for tax positions of the current year
—
Additions for tax positions of prior years
—
Reduction for tax positions of prior years
(782)
Settlements
—
Lapse of statute of limitations
(72)
Balance at January 28, 2023
3,933
Additions for tax positions of the current year
—
Additions for tax positions of prior years
—
Reduction for tax positions of prior years
(783)
Settlements
—
Lapse of statute of limitations
(18)
Balance at February 3, 2024
3,132
Additions for tax positions of the current year
—
Additions for tax positions of prior years
—
Reduction for tax positions of prior years
(783)
Settlements
—
Lapse of statute of limitations
—
Balance at February 1, 2025
$2,349
78

As of February 1, 2025, the Company reported total unrecognized benefits of $2.3 million, of which
$1.9 million would affect the Company’s effective tax rate if recognized. As a result of previous positions taken
and current period activity, the Company recorded a net benefit of $1.0 million of interest and penalties during
Fiscal 2024 in the line item “Income tax expense” in the Company’s Consolidated Statements of Income.
Cumulative interest and penalties of $5.8 million are recorded in the line item “Other liabilities” in the
Company’s Consolidated Balance Sheet as of February 1, 2025. The Company recognizes interest and penalties
related to unrecognized tax benefits as part of income taxes. Within the next twelve months, the Company does
not expect any significant changes in its unrecognized tax benefits.
As of February 3, 2024, the Company reported total unrecognized benefits of $3.1 million, of which
$2.5 million would affect the Company’s effective tax rate if recognized. As a result of previous positions taken,
the Company recorded a net benefit of $0.8 million of interest and penalties during Fiscal 2023 in the line item
“Income tax expense” in the Company’s Consolidated Statements of Income. Cumulative interest and penalties
of $7.0 million are recorded in the line item “Other liabilities” in the Company’s Consolidated Balance Sheets as
of February 3, 2024.
The Company files tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state jurisdictions.
The Company is open to examination by the IRS under the applicable statutes of limitations for Fiscal Years
2021 through 2024. The Company or its subsidiaries’ state and Puerto Rico income tax returns are open to audit
for Fiscal Years 2020 through 2024 with a few exceptions, under the applicable statutes of limitations. There are
ongoing state audits in several jurisdictions, and the Company has accrued for possible exposures as required
under Topic No. 740. The Company does not expect the settlement of these audits to have a material impact to its
financial results.
13. Fair Value of Financial Instruments
The Company accounts for fair value measurements in accordance with Topic No. 820 which defines fair
value, establishes a framework for measurement and expands disclosure about fair value measurements. Topic
No. 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:
Level 1:
Quoted prices for identical assets or liabilities in active markets.
Level 2:
Quoted market prices for similar assets or liabilities in active markets; quoted prices for
identical or similar assets or liabilities in markets that are not active; and model-derived
valuations whose inputs are observable or whose significant value drivers are observable.
Level 3:
Pricing inputs that are unobservable for the assets and liabilities, and include situations
where there is little, if any, market activity for the assets and liabilities.
The inputs into the determination of fair value require significant management judgment or estimation.
The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value
due to the short-term nature of these instruments.
Refer to Note 6, “Derivative Instruments and Hedging Activities,” for further discussion regarding the fair
value of the Company’s interest rate swap contract.
Refer to Note 4, “Impairment Charges,” for further discussion regarding the fair value of the Company’s
long-lived assets after impairment.
79

Financial Assets
The fair values of the Company’s financial assets and the hierarchy of the level of inputs as of February 1,
2025 and February 3, 2024 are summarized below:
(in thousands)
Fair Value Measurements at
February 1,
February 3,
2025
2024
Level 1
Cash equivalents (including restricted cash equivalents)
$728,443
$657,292
Financial Liabilities
The fair values of the Company’s financial liabilities are summarized below:
(in thousands)
February 1, 2025
February 3, 2024
Principal
Amount
Fair
Value
Principal
Amount
Fair
Value
Term Loan Facility
$ 1,246,875
$ 1,250,965
$
937,379
$
934,450
2025 Convertible Notes
156,155
202,852
156,155
169,384
2027 Convertible Notes
297,069
444,674
297,069
342,384
ABL Line of Credit (a)
—
—
—
—
Total debt (b)
$1,700,099
$1,898,491
$1,390,603
$1,446,218
(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 its short term nature.
(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. The estimated fair values of the Company’s debt are classified as Level 2 in the fair
value hierarchy, and are based on current market quotes received from inactive markets. Although management
is not aware of any factors that could significantly affect the estimated fair value amounts, such amounts have not
been comprehensively revalued for purposes of these financial statements since that date, and current estimates
of fair value may differ from amounts presented herein.
14. Commitments and Contingencies
Legal
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. Many of these proceedings raise factual and legal issues and are subject to
uncertainties. While no assurance can be given as to the ultimate outcome of these matters, the Company
believes that the final resolution of these actions will not have a material adverse effect on the Company’s results
of operations, financial position, liquidity or capital resources.
Letters of Credit
The Company had irrevocable letters of credit in the amounts of $52.5 million and $75.8 million as of
February 1, 2025 and February 3, 2024, respectively.
80

Letters of credit outstanding as of February 1, 2025 and February 3, 2024 amounted to $51.9 million and
$75.8 million, respectively, guaranteeing performance under various lease agreements, insurance contracts, and
utility agreements. The Company also had outstanding letters of credit arrangements in the aggregate amount of
$0.6 million at February 1, 2025, related to certain merchandising agreements, and none at February 3, 2024.
Based on the terms of the agreement governing the ABL Line of Credit, the Company had the ability to enter into
letters of credit up to $147.5 million and $174.2 million as of February 1, 2025 and February 3, 2024,
respectively.
Inventory Purchase Commitments
The Company had $1,594.0 million of purchase commitments related to goods that were not received as of
February 1, 2025.
81

Schedule I
CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
Parent Company Information
Burlington Stores, Inc.
Condensed Statements of Income and Comprehensive Income
Fiscal Years Ended
February 1,
2025
February 3,
2024
January 28,
2023
(in thousands)
REVENUES:
Total revenue
$
—
$
—
$
—
COSTS AND EXPENSES:
Interest expense, net
—
—
—
Total costs and expenses
—
—
—
Income before provision for income tax
—
—
—
Provision for income tax
—
—
—
Earnings from equity investment, net of income taxes
$ 503,639
$339,649
$230,123
Net income
$ 503,639
$339,649
$230,123
Other comprehensive income, net of tax:
Interest rate derivative contracts:
Net unrealized gains arising during the period
22,438
10,460
27,726
Net reclassification into earnings during the period
(13,449)
(5,675)
5,463
Total comprehensive income
$ 512,628
$344,434
$263,312
See Notes to Condensed Financial Statements
82

CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
Parent Company Information
Burlington Stores, Inc.
Condensed Balance Sheets
As of
February 1,
2025
February 3,
2024
(in thousands)
ASSETS:
Cash and cash equivalents
$
572
$
50
Total current assets
572
50
Investment in subsidiaries
1,819,365
1,444,273
Total assets
$1,819,937
$1,444,323
LIABILITIES AND STOCKHOLDERS’
EQUITY:
Current maturities of long term debt
$ 156,155
$
—
Current liabilities
156,155
—
Long term debt
293,286
447,391
Commitments and contingencies
Total stockholders’ equity
1,370,496
996,932
Total liabilities and stockholders’ equity
$1,819,937
$1,444,323
See Notes to Condensed Financial Statements
83

CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
Parent Company Information
Burlington Stores, Inc.
Condensed Statements of Cash Flows
Fiscal Years Ended
February 1,
2025
February 3,
2024
January 28,
2023
(in thousands)
OPERATING ACTIVITIES:
Net cash provided by operating activities
$
—
$
—
$
—
INVESTING ACTIVITIES:
Net contribution from subsidiaries
225,164
313,713
374,233
Net cash provided by investing activities
225,164
313,713
374,233
FINANCING ACTIVITIES:
Proceeds from long term debt—2027 Convertible Notes
—
297,069
—
Principal payment on long term debt—2025 Convertible Notes
—
(386,519)
(78,240)
Purchase of treasury shares
(256,293)
(243,188)
(316,896)
Proceeds from stock option exercises
31,651
18,783
20,592
Net cash used in financing activities
(224,642)
(313,855)
(374,544)
Increase (decrease) in cash and cash equivalents
522
(142)
(311)
Cash and cash equivalents at beginning of period
50
192
503
Cash and cash equivalents at end of period
$
572
$
50
$
192
See Notes to Condensed Financial Statements
84

CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
Parent Company Information
Burlington Stores, Inc.
Note 1. Basis of Presentation
Burlington Stores, Inc. (the Parent Company) is a holding company that conducts substantially all of its
business operations through its subsidiaries. Capitalized terms not otherwise defined in this Schedule I shall have
the meanings ascribed to them in the Notes to Consolidated Financial Statements. 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. Accordingly, these Condensed Financial Statements have
been presented on a “parent-only” basis. Under a parent-only presentation, the Parent Company’s investments in
its consolidated subsidiaries are presented under the equity method of accounting. 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.
Note 2. Dividends
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.
Note 3. Stock-Based Compensation
Non-cash stock compensation expense of $87.6 million, $83.9 million and $67.5 million has been pushed
down to Parent Company’s subsidiaries for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
Note 4. Long Term Debt
On April 16, 2020, the Parent Company issued $805.0 million of 2025 Convertible Notes. The 2025
Convertible Notes have an initial conversion rate of 4.5418 shares per $1,000 principal amount of 2025
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. The 2025 Convertible Notes are
general unsecured obligations of the Parent Company.
The 2025 Convertible Notes bear interest at a rate of 2.25% per year, payable semi-annually in cash, in
arrears on April 15 and October 15 of each year, beginning on October 15, 2020. The 2025 Convertible Notes
will mature on April 15, 2025, unless earlier converted, redeemed or repurchased.
During the first quarter of Fiscal 2022, the Parent Company entered into separate, privately negotiated
exchange agreements with certain holders of the 2025 Convertible Notes. Under the terms of the exchange
85

agreements, the holders exchanged $64.6 million in aggregate principal amount of 2025 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.
During the first quarter of Fiscal 2023, the Parent Company entered into separate, privately negotiated
exchange agreements with certain holders of the 2025 Convertible Notes. Under the terms of the exchange
agreements, the holders exchanged $110.3 million in aggregate principal amount of 2025 Convertible Notes held
by them for $133.3 million in cash. These exchanges resulted in aggregate pre-tax debt extinguishment charges
of $24.6 million.
On September 12, 2023, the Parent Company closed the issuance of approximately $297.1 million aggregate
principal amount of our 2027 Convertible Notes pursuant to separate, privately negotiated exchange and
subscription agreements with a limited number of holders of our 2025 Convertible Notes and certain investors, in
each case pursuant to exemptions from registration under the Securities Act of 1933. The Parent Company
exchanged approximately $241.2 million in aggregate principal amount of the 2025 Convertible Notes for
approximately $255.0 million in aggregate principal amount of the 2027 Convertible Notes. The Parent Company
also issued approximately $42.1 million in aggregate principal amount of 2027 Convertible Notes in a private
placement to certain investors. An aggregate of up to 1,422,568 shares of common stock may be issued upon
conversion of the 2027 Convertible Notes, which number is subject to adjustment up to an aggregate of
1,911,372 shares following certain corporate events that occur prior to the maturity date or if we issue a notice of
redemption, and which is also subject to certain anti-dilution adjustments.
The 2027 Convertible Notes bear interest at a rate of 1.25% per year, payable semi-annually in arrears on
June 15 and December 15 of each year, beginning on December 15, 2023. The 2027 Convertible Notes will
mature on December 15, 2027, unless earlier converted, redeemed or repurchased.
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 2025 Convertible Notes and 2027 Convertible Notes. In
connection with the promissory note, there was a $453.2 million intercompany note receivable as of both
February 1, 2025 and February 3, 2024 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 2025
Convertible Notes and 2027 Convertible Notes.
Included in the Condensed Statements of Income and Comprehensive Income is the following for each of
the periods indicated:
(in thousands)
Fiscal Year Ended
February 3,
2024
February 3,
2024
January 28,
2023
Convertible notes interest expense
$ 9,294
$(10,875)
$(14,281)
Intercompany note receivable interest expense
(9,294)
10,875
14,281
Loss on extinguishment of convertible notes
—
(38,274)
(14,657)
Gain on extinguishment of intercompany note
receivable
—
38,274
14,657
Interest expense, net
$
—
$
—
$
—
Refer also to Note 5 to the Consolidated financial statements.
86

Note 5. Capital Stock
Treasury Stock
The Parent Company accounts for treasury stock under the cost method.
During Fiscal 2024, the Parent Company acquired 72,201 shares of common stock from employees for
approximately $14.4 million to satisfy their minimum statutory tax withholdings related to the vesting of
restricted stock awards, which was recorded in the line item “Purchase of treasury shares” on the Parent
Company’s Condensed Statements of Cash Flows.
Share Repurchase Program
On August 15, 2023, the Parent Company’s Board of Directors authorized the repurchase of up to
$500 million of common stock, which is authorized to be executed through August 2025.
During Fiscal 2024, the Parent Company repurchased 1,013,561 shares of common stock for $241.9 million
under its share repurchase program. As of the end of Fiscal 2024, the Parent Company had $263.2 million
remaining under this share repurchase authorization.
87

BURLINGTON STORES, INC.
Schedule II—Valuation and Qualifying Accounts and Reserves
(All amounts in thousands)
Description
Balance at
Beginning
of Period
Charged
to Costs &
Expenses
Charged
to Other
Accounts(1)
Accounts
Written Off
or
Deductions(2)
Balance at
End of
Period
Year ended February 1, 2025
Allowance for doubtful accounts
$ 2,313
$1,769
$
—
$1,123
$ 2,959
Valuation allowances on deferred tax assets
$11,425
$ —
$(2,483)
$ —
$ 8,942
Year ended February 3, 2024
Allowance for doubtful accounts
$ 1,252
$1,209
$
—
$ 148
$ 2,313
Valuation allowances on deferred tax assets
$13,060
$ —
$(1,635)
$ —
$11,425
Year ended January 28, 2023
Allowance for doubtful accounts
$ 3,305
$ 291
$
—
$2,344
$ 1,252
Valuation allowances on deferred tax assets
$12,864
$ —
$
196
$ —
$13,060
Notes:
(1)
Amounts related to valuation allowances on deferred taxes are charged to income tax expense.
(2)
Actual allowances.
88

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management team, under the supervision and with the participation of our principal executive officer
and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of
the last day of the fiscal period covered by this Annual Report, February 1, 2025. The term disclosure controls
and procedures means our controls and other procedures that are designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and
communicated to management, including our principal executive and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on
this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of February 1, 2025.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) under the
Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the issuer’s Board of Directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with GAAP and includes those
policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the issuer;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are
being made only in accordance with authorizations of management and directors of the issuer; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the issuer’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In accordance with the internal control reporting requirement of the SEC, management completed an
assessment of the adequacy of our internal control over financial reporting as of February 1, 2025. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).
Based on this assessment and the criteria in the COSO framework, management has concluded that, as of
February 1, 2025, our internal control over financial reporting was effective.
89

Deloitte & Touche LLP, the independent registered public accounting firm that audited and reported on our
consolidated financial statements contained herein, has audited the effectiveness of our internal control over
financial reporting as of February 1, 2025, and has issued an attestation report on the effectiveness of our internal
control over financial reporting included herein.
Changes in Internal Control over Financial Reporting
During the fourth quarter of Fiscal 2024, there were no changes in our internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
90

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Burlington Stores, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Burlington Stores, Inc. and subsidiaries (the
“Company”) as of February 1, 2025 based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
February 1, 2025, based on criteria established in Internal Control — 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 February 1, 2025, of
the Company and our report dated March 17, 2025, expressed an unqualified opinion on those financial
statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
March 17, 2025
91

Item 9B.
Other Information.
Amendment to Amended and Restated Bylaws
On March 12, 2025, the Board of Directors of Burlington Stores, Inc. approved and adopted an amendment
to and restatement of the Company’s Amended and Restated Bylaws (Restated Bylaws), which became effective
immediately. The Restated Bylaws were amended and restated as follows:
•
Modifications to the provisions relating to advance notice of director nominations and other business at
annual stockholder meetings, including to update, enhance, clarify or limit the scope of information
and disclosures required regarding noticing stockholders, proposed nominees and other related persons,
and to define and modify the definition of certain terms.
•
Certain other ministerial changes, clarifications, technical edits and updates.
The foregoing summary of the Restated Bylaws does not purport to be a complete description of the
amendments made to the Company’s Amended and Restated Bylaws. It is qualified in its entirety by reference to
the complete text of the Restated Bylaws which is attached as Exhibit 3.2 to this Annual Report on Form 10-K
and is incorporated by reference herein.
Adoption, Modification or Termination of Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading
Arrangements
During the fiscal quarter ended February 1, 2025, no director or officer of the Company adopted, modified
or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is
defined in Item 408 of Regulation S-K.
92

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
For the information required by this Item 10, see “Election of Directors,” “Information About Our Executive
Officers,” “Corporate Governance,” “Board Committees” and “Insider Trading Policy” in the Proxy Statement
for our 2025 Annual Meeting of Stockholders (the “Proxy Statement”), which information is incorporated herein
by reference. The Proxy Statement will be filed within 120 days of the close of our 2024 fiscal year.
Item 11.
Executive Compensation
For the information required by this Item 11, see “Executive Compensation” and “Director Compensation”
in the Proxy Statement, which information (excluding the information under the subheading “Pay Versus
Performance”) is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
For the information required by this Item 12, see “Ownership of Securities” and “Securities Authorized for
Issuance Under Equity Compensation Plans” in the Proxy Statement, which information is incorporated herein by
reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
For the information required by this Item 13, see “Certain Relationships and Related Person Transactions”
and “Corporate Governance” in the Proxy Statement, which information is incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services
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” in the Proxy Statement, which
information is incorporated herein by reference.
93

PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a)
Documents Filed as Part of this Report
(1) Financial Statements. The Consolidated Financial Statements filed as part of this Annual Report are listed
on the Index to Consolidated Financial Statements on page 47 of this Annual Report.
(2) Financial Statement Schedules. Schedule I—Condensed Financial Information of Registrant filed as part of
this Annual Report is starting on page 82. Schedule II—Valuation and Qualifying Accounts filed as part of this
Annual Report is set forth on page 88 of this Annual Report. All other financial statement schedules have been
omitted here because they are not applicable, not required, or the information is shown in the Consolidated
Financial Statements or notes thereto.
(3) Exhibits Required by Item 601 of Regulation S-K.
The following is a list of exhibits required by Item 601 of Regulation S-K and filed as part of this Annual
Report. Exhibits that previously have been filed are incorporated herein by reference. Exhibits filed prior to June
2013 are incorporated herein by reference to filings of Burlington Coat Factory Investments Holdings, Inc. (File
No. 333-137916-110).
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
3.1
Amended and Restated Certificate of
Incorporation of Burlington Stores, Inc.
Quarterly Report on
Form 10-Q
May 30, 2024
3.2†
Amended and Restated Bylaws of Burlington
Stores, Inc.
4.1†
Description of the Registrant’s Securities.
4.2
Indenture (including the form of Convertible
Note), dated as of April 16, 2020, between
Burlington Stores, Inc. and Wilmington Trust,
National Association
Current Report on
Form 8-K
April 16, 2020
4.3
Indenture, dated as of September 12, 2023,
between the Company and Wilmington Trust,
National Association, as trustee (including
form of 1.25% Convertible Senior Notes due
2027)
Current Report on
Form 8-K
September 18,
2023
10.1
Credit Agreement, dated February 24, 2011,
by and among Burlington Coat Factory
Warehouse Corporation, as borrower, the
facility guarantors signatory thereto,
JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent,
Goldman Sachs Lending Partners LLC, the
lenders party thereto, and J.P. Morgan
Securities LLC, Goldman Sachs Lending
Partners LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Wells Fargo
Securities, LLC, as joint lead arrangers and
joint bookrunners.
Current Report on
Form 8-K
February 24, 2011
94

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
10.1.1
Amendment No. 1, dated May 16, 2012, to the
Credit Agreement, dated February 24, 2011,
by and among Burlington Coat Factory
Warehouse Corporation, the lenders party
thereto, JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent,
and the other parties thereto.
Current Report on
Form 8-K
May 17, 2012
10.1.2
Amendment No. 2, dated February 15, 2013,
to the Credit Agreement, dated February 24,
2011, by and among Burlington Coat Factory
Warehouse Corporation, the lender parties
thereto, JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent,
and the other parties thereto.
Current Report on
Form 8-K
February 21, 2013
10.1.3
Amendment No. 3, dated May 17, 2013, to the
Credit Agreement, dated February 24, 2011,
by and among Burlington Coat Factory
Warehouse Corporation, the lenders party
thereto, JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent.
Current Report on
Form 8-K
May 22, 2013
10.1.4
Amendment No. 4, dated August 13, 2014, to
the Credit Agreement, dated February 24,
2011, by and among Burlington Coat Factory
Warehouse Corporation, the lenders party
thereto, JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent.
Current Report on
Form 8-K
August 18, 2014
10.1.5
Amendment No. 5, dated July 29, 2016, to the
Credit Agreement, dated February 24, 2011,
by and among Burlington Coat Factory
Warehouse Corporation, the lenders party
thereto, JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent.
Current Report on
Form 8-K
July 29, 2016
10.1.6
Amendment No. 6 to the Credit Agreement,
dated November 17, 2017, to the Credit
Agreement, dated February 24, 2011, by and
among Burlington Coat Factory Warehouse
Corporation, the lenders party thereto,
JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent.
Current Report on
Form 8-K
November 21, 2017
10.1.7
Amendment No. 7 to the Credit Agreement,
dated November 2, 2018, to the Credit
Agreement, dated February 24, 2011, by and
among Burlington Coat Factory Warehouse
Corporation, the lenders party thereto,
JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent.
Current Report on Form
8-K
November 8, 2018
95

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
10.1.8
Amendment No. 8 to the Credit Agreement,
dated February 26, 2020, to the Credit
Agreement, dated February 24, 2011, by and
among Burlington Coat Factory Warehouse
Corporation, the lenders party thereto,
JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent.
Current Report on
Form 8-K
March 3, 2020
10.1.9
Amendment No. 9, dated as of June 24, 2021,
to the Credit Agreement dated as of
February 24, 2011, by and among Burlington
Coat Factory Warehouse Corporation,
JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders and
facility guarantors party thereto.
Current Report on
Form 8-K
June 25, 2021
10.1.10
Amendment No. 10, dated as of May 11, 2023,
to the Credit Agreement dated as of
February 24, 2011, by and among Burlington
Coat Factory Warehouse Corporation,
JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders and
facility guarantors party thereto.
Quarterly Report on
Form 10-Q
May 25, 2023
10.1.11
Amendment No. 11, dated as of September 24,
2021, to the Credit Agreement dated as of
February 24, 2011 (as amended), by and
among Burlington Coat Factory Warehouse
Corporation, JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders and
facility guarantors party thereto.
Current Report on
Form 8-K
September 26,
2024
10.2
Second Amended and Restated Credit
Agreement, dated September 2, 2011, among
Burlington Coat Factory Warehouse
Corporation, as lead borrower, the borrowers
named therein and the facility guarantors party
thereto, Bank of America, N.A., as
administrative agent and as collateral agent,
Wells Fargo Capital Finance, LLC and
JPMorgan Chase Bank, N.A., as
co-syndication agents, and Suntrust Bank and
U.S. Bank, National Association, as
co-documentation agents, the lenders named
therein, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Wells Fargo Capital
Finance, LLC, as joint lead arrangers, and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Wells Fargo Capital Finance,
LLC, as joint bookrunners.
Current Report on
Form 8-K
September 9, 2011
96

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
10.2.1
First Amendment to Second Amended and
Restated Credit Agreement, dated August 13,
2014, 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
August 18, 2014
10.2.2
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
July 2, 2018
10.2.3
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
Annual Report on
Form 10-K
March 20, 2019
10.2.4
Consent and Technical Modification
Agreement, dated as of April 7, 2020, by and
between Burlington Coat Factory Warehouse
Corporation and Bank of America, N.A.
Quarterly Report on
Form 10-Q
May 29, 2020
10.2.5
Third Amendment to Second Amended and
Restated Credit Agreement, dated as of
December 22, 2021, 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
December 22, 2021
10.2.6
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
97

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
10.2.7
Fifth Amendment to Second Amended and
Restated Credit Agreement, dated as of
June 26, 2023, 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.
Quarterly Report on
Form 10-Q
August 24, 2023
10.3
Guaranty, dated April 13, 2006, by the facility
guarantors party thereto in favor of Bank of
America, N.A., as administrative Agent and
Bank of America, N.A., as Collateral Agent.
Registration Statement on
Form S-4
October 10, 2006
10.4
Security Agreement, dated April 13, 2006, by
and among each of the borrowers party
thereto, each of the facility guarantors party
thereto, and Bank of America, N.A., as
collateral agent.
Registration Statement on
Form S-4
October 10, 2006
10.5
Intellectual Property Security Agreement,
dated April 13, 2006, by and among each of
the borrowers party thereto, each of the
facility guarantors party thereto, and Bank of
America, N.A., as collateral agent.
Registration Statement on
Form S-4
October 10, 2006
10.6
Pledge Agreement, dated April 13, 2006, by
and between Burlington Coat Factory
Holdings, Inc., Burlington Coat Factory
Investments Holdings, Inc., Burlington Coat
Factory Warehouse Corporation, Burlington
Coat Factory Realty Corp., Burlington Coat
Factory Purchasing, Inc., K&T Acquisition
Corp., Burlington Coat Factory of New York,
LLC, Burlington Coat Factory Warehouse of
Baytown, Inc., Burlington Coat Factory of
Texas, Inc., as the pledgors, and Bank of
America, N.A., as collateral agent.
Registration Statement on
Form S-4
October 10, 2006
10.7+
Amended and Restated Employment
Agreement, dated July 28, 2015, by and
among Burlington Coat Factory Warehouse
Corporation and Jennifer Vecchio.
Quarterly Report on
Form 10-Q
August 31, 2015
10.7.1+
Amendment, dated May 19, 2017, to the
Amended and Restated Employment
Agreement, dated July 28, 2015, by and
among Burlington Coat Factory Warehouse
Corporation and Jennifer Vecchio.
Current Report on
Form 8-K
May 22, 2017
98

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
10.7.2+
Amendment No. 2, dated March 12, 2021, to
the Amended and Restated Employment
Agreement, dated July 28, 2015, by and
among Burlington Coat Factory Warehouse
Corporation and Jennifer Vecchio.
Annual Report on
Form 10-K
March 15, 2021
10.8+
Employment Agreement, dated as of April 23,
2019, by and between Burlington Stores, Inc.
and Michael O’Sullivan.
Current Report on
Form 8-K
April 23, 2019
10.9+
Employment Agreement dated May 24, 2022
by and between Burlington Stores, Inc. and
Kristin Wolfe.
Current Report on
Form 8-K
May 26, 2022
10.10+
Form of Directors and Officers
Indemnification Agreement.
Registration Statement on
Form S-1/A
September 10,
2013
10.11+
Burlington Stores, Inc. 2013 Omnibus
Incentive Plan, as amended and restated
May 17, 2017.
Current Report on
Form 8-K
May 22, 2017
10.12+
Burlington Stores, Inc. 2022 Omnibus
Incentive Plan
Current Report on
Form 8-K
May 24, 2022
10.13+
Form of Non-Qualified Stock Option
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
May 22, 2017
10.14+
Form of Non-Qualified Stock Option
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
May 22, 2017
10.15+
Form of Restricted Stock Unit 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 grants made from and after
May 2019).
Quarterly Report on
Form 10-Q
June 3, 2019
99

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
10.16+
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 grants made from and after
May 2019).
Quarterly Report on
Form 10-Q
June 3, 2019
10.17+
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
May 26, 2022
10.18+
Form of Stock Option Award Notice and
Agreement between Burlington Stores, Inc.
and Kristin Wolfe pursuant to the Burlington
Stores, Inc. 2022 Omnibus Incentive Plan (for
Make-Whole Option Award).
Current Report on
Form 8-K
May 26, 2022
10.19+
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
10.20+
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
10.21+
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
10.22+
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
10.23+
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
100

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
10.24+
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
10.25+
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
10.26+
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
10.27+
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
10.28+
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
10.29+
Form of Restricted Stock Unit Award Notice
and Agreement between Burlington Stores,
Inc. and non-employee directors pursuant to
the Burlington Stores, Inc. 2022 Omnibus
Incentive Plan.
Quarterly Report on
Form 10-Q
August 25, 2022
10.30
Security Agreement, dated as of April 16,
2020, among Burlington Coat Factory
Warehouse Corporation, the Grantors party
thereto and Wilmington Trust, National
Association, in its capacity as collateral agent
under the Indenture
Current Report on
Form 8-K
April 16, 2020
101

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
10.31
Intellectual Property Security Agreement,
dated as of April 16, 2020, among Burlington
Coat Factory Warehouse Corporation, the
Grantors party thereto and Wilmington Trust,
National Association, in its capacity as
collateral agent under the Indenture
Current Report on
Form 8-K
April 16, 2020
10.32
Pledge Agreement, dated as of April 16, 2020,
among Burlington Coat Factory Warehouse
Corporation, the Grantors party thereto and
Wilmington Trust, National Association, in its
capacity as collateral agent under the
Indenture
Current Report on
Form 8-K
April 16, 2020
10.33
ABL Intercreditor Agreement, dated as of
April 16, 2020, among Burlington Coat
Factory Warehouse Corporation, the
Guarantors party thereto, the Bank of
America, N.A., in its capacity as
administrative agent and collateral agent under
the ABL Facility, JPMorgan Chase Bank,
N.A., as administrative agent and collateral
agent under the Term Loan Facility, and
Wilmington Trust, National Association, in its
capacity as collateral agent and trustee under
the Indenture
Current Report on
Form 8-K
April 16, 2020
10.34+
Form of Restricted Stock Unit 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
10.35+
Form of Restricted Stock Unit 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 grants made to certain
merchandising and planning associates from
and after May 3, 2021).
Quarterly Report on
Form 10-Q
May 27, 2021
10.36+
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 grants made to certain
merchandising and planning associates from
and after May 3, 2021).
Quarterly Report on
Form 10-Q
May 27, 2021
102

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
10.37+
Burlington Stores, Inc. Executive Severance
Plan (Merchandising & Planning) (Effective
March 26, 2021).
Quarterly Report on
Form 10-Q
May 27, 2021
10.38+
Burlington Stores, Inc. Executive Severance
Plan (Amended and Restated Effective
March 26, 2021).
Quarterly Report on
Form 10-Q
May 27, 2021
10.39+
Employment Agreement dated July 12, 2021
by and between Burlington Stores, Inc. and
Travis Marquette.
Current Report on
Form 8-K
July 15, 2021
10.40+
Form of Restricted Stock Unit 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
19.1†
Statement of Policy Concerning Securities
Trading.
21.1†
List of Subsidiaries of Burlington Stores, Inc.
23.1†
Consent of Deloitte & Touche LLP.
31.1†
Certification of Principal Executive Officer
required by Rule 13a-14(a) or Rule 15d-14(a)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2†
Certification of Principal Financial Officer
required by Rule 13a-14(a) or Rule 15d-14(a)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1†
Certification of Principal Executive Officer
pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2†
Certification of Principal Financial Officer
pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
97.1
Burlington Stores, Inc. Policy on Recoupment
of Incentive Compensation
Annual Report on
Form 10-K
March 15, 2024
103

Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Filing Date
101.INS†
Inline XBRL Instance Document – the
instance document does not appear in
Interactive Data File, because its XBRL tags
are embedded within the Inline XBRL
document.
101.SCH†
Inline XBRL Taxonomy Extension Schema
Document
101.CAL†
Inline Taxonomy Extension Calculation
Linkbase Document
101.DEF†
Inline XBRL Taxonomy Extension Definition
Linkbase Document
101.LAB†
Inline XBRL Taxonomy Extension Label
Linkbase Document
101.PRE†
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
104†
Cover Page Interactive Data File (formatted as
inline XBRL and contained in Exhibit 101)
+
Indicates management contract or compensatory plan or arrangement.
†
Filed or furnished herewith.
Item 16.
Form 10-K Summary
None.
104

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
BURLINGTON STORES, INC.
By:
/s/ Michael O’Sullivan
Michael O’Sullivan
Chief Executive Officer
Date: March 17, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by
the following persons on behalf of the registrant and in the capacities indicated on the 14th day of March 2025.
Signature
Title
/s/ Michael O’Sullivan
Michael O’Sullivan
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Kristin Wolfe
Kristin Wolfe
Chief Financial Officer
(Principal Financial Officer)
/s/ Stephen Ferroni
Stephen Ferroni
Chief Accounting Officer
(Principal Accounting Officer)
/s/ Ted English
Ted English
Director
/s/ Shira Goodman
Shira Goodman
Director
/s/ Michael Goodwin
Michael Goodwin
Director
/s/ Jordan Hitch
Jordan Hitch
Director
/s/ John Mahoney
John Mahoney
Director
/s/ William McNamara
William McNamara
Director
/s/ Jessica Rodriguez
Jessica Rodriguez
Director
/s/ Laura Sen
Laura Sen
Director
/s/ Paul Sullivan
Paul Sullivan
Director
/s/ Mary Ann Tocio
Mary Ann Tocio
Director
105

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JOHN J. MAHONEY
Retired Vice Chairman
Staples, Inc.
Chairman of the Board of Directors
TED ENGLISH *1, 3
Executive Chairman
Bob’s Discount Furniture
SHIRA GOODMAN *3
Former Chief Executive Officer 
Staples, Inc. 
MICHAEL GOODWIN *3
Former Senior Vice President,
Chief Information Technology Officer
PetSmart Inc.
JORDAN HITCH *1, 2
Former Managing Director
Bain Capital
Chair of the Compensation Committee
WILLIAM P. MCNAMARA *2
Retired President
Macy’s Reinvent Strategies
Macy’s, Inc.
MICHAEL O’SULLIVAN
Chief Executive Officer
Burlington Stores, Inc.
JESSICA RODRIGUEZ *2
Former Chief Marketing Officer and
President of Entertainment
Univision Communications Inc.
LAURA J. SEN *3
Former Non-Executive Chairman 
& Chief Executive Officer
BJ’s Wholesale Club, Inc.
PAUL J. SULLIVAN *3
Retired Partner
PricewaterhouseCoopers LLP
Chair of the Audit Committee
MARY ANN TOCIO *1,2
Retired President and
Chief Operating Officer
Bright Horizons Family Solutions, Inc.
Chair of the Nominating and
Corporate Governance Committee
MICHAEL O’SULLIVAN
Chief Executive Officer
JENNIFER VECCHIO
Group President and Chief 
Merchandising Officer
TRAVIS MARQUETTE
President and Chief Operating Officer
ANTOINETTE CARTER
Executive Vice President of 
Merchandising
VARADHEESWARAN CHENNAKRISHNAN
Executive Vice President,
Chief Information Officer
CALVIN CHUNG
Executive Vice President,
Property Development
CONNIE DROGE
Executive Vice President of Stores
and Asset Protection
MAUREEN GRGUREV
Executive Vice President of Merchandising
MICHAEL HASKELL
Executive Vice President of Merchandising
SEAN MCGRATH
Executive Vice President of Merchandising
MATTHEW PASCH
Executive Vice President and
Chief Human Resources Officer
ELIOT ROSENFIELD
Executive Vice President of Merchandising
GREG SHULTZ
Executive Vice President and 
Chief Supply Chain Officer
KRISTIN WOLFE
Executive Vice President and 
Chief Financial Officer
ANNUAL MEETING
The Company’s 2025 Annual Meeting of 
Stockholders will take place at 8:00 a.m.
Eastern Time on May 20, 2025
STOCK EXCHANGE LISTING
New York Stock Exchange
Trading Symbol — BURL
INDEPENDENT REGISTERED CERTIFIED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
Morristown, New Jersey
INVESTOR RELATIONS
Investors, analysts and others seeking
information about the company are asked
to visit our investor relations website at
www.BurlingtonInvestors.com
g
or to contact:
David Glick
Group Senior Vice President of Investor
Relations and Treasurer
(855) 973-8445
Info@BurlingtonInvestors.com
g
A copy of our Annual Report for the fiscal
year ended February 1, 2025 as filed with
the Securities and Exchange Commission
on Form 10-K, quarterly reports on Form
10-Q, and current reports on Form 8-K
can be accessed on our investor relations
website under the SEC Filings section or can
be mailed upon request.
TRANSFER AGENT AND REGISTRAR
(for registered stockholders)
Equiniti Trust Company, LLC
48 Wall Street, Floor 23
New York, New York 10005
(800) 468-9716
BENEFICIAL STOCKHOLDERS
(Shares held by your broker in the name
of the brokerage house) should direct
questions to your broker
BOARD OF DIRECTORS
*Board Committees
1 Compensation
2 Nominating and Corporate Governance
3 Audit
MANAGEMENT TEAM
CORPORATE AND
STOCKHOLDER INFORMATION