Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:

$ 16,150

$ 25,301

$ (6,272)

Depreciation and Amortization

168,195

166,786

153,070

Amortization and Write-Off of Debt Issuance Costs

9,574

5,805

11,904

Impairment Charges-Long-Lived Assets

3,180

11,539

1,735

Accretion of Senior Notes and Senior Discount Notes

2,998

1,899

Interest Rate Cap Contracts-Adjustment to Market

3,165

Provision for Losses on Accounts Receivable

304

115

1,211

Deferred Income Tax (Benefit)

(17,973)

(6,536)

(701)

Loss on Disposition of Fixed Assets and Leasehold Improvements

1,157

2,233

2,261

Non-Cash Loss on Extinguishment of Debt-Write-off of Deferred Financing Fees

11,506

2,222

16,435

Non-cash stock compensation expense

10,203

^[1]

2,747

^[1]

5,797

^[1]

Non-Cash Rent Expense

(11,059)

(9,873)

(5,363)

Deferred Rent Incentives

41,571

33,400

32,427

Excess Tax (Expense) Benefit from Stock Based Compensation

(497)

Insurance Recoveries

3,573

4,000

Changes in Assets and Liabilities:

Accounts Receivable

1,573

(11,814)

(1,650)

Merchandise Inventories

(39,862)

2,070

(38,033)

Prepaid and Other Current Assets

(8,961)

(11,891)

(8,845)

Accounts Payable

42,581

224,121

85,824

Other Current Liabilities

51,096

14,795

6,959

Other Long Term Assets and Long Term Liabilities

3,477

(3,958)

(10,032)

Net Cash Provided by Operating Activities

289,351

452,509

249,983

INVESTING ACTIVITIES

Cash Paid for Property and Equipment

(168,267)

(166,721)

(153,373)

Change in Restricted Cash and Cash Equivalents

2,700

(4,536)

Proceeds From Sale of Property and Equipment and Assets Held for Sale

773

1,435

757

Lease Acquisition Costs

(530)

(557)

Other

(1,064)

Net Cash Used in Investing Activities

(164,794)

(165,816)

(158,773)

FINANCING ACTIVITIES

Proceeds from Long Term Debt-ABL Line of Credit

806,800

459,800

1,073,700

Principal Payments on Long Term Debt-ABL Line of Credit

(806,800)

(649,800)

(1,052,300)

Proceeds from Long Term Debt-Term Loan

116,913

991,623

Principal Payments on Long Term Debt-Term Loan

(36,533)

(205,749)

(42,500)

Principal Payments on Long Term Debt-Senior Notes

(99,309)

Proceeds from Long Term Debt-Holdco Notes

343,000

Principal Payments on Long Term Debt-Holdco Notes

(221,777)

Proceeds from Long Term Debt-Notes Payable

450,000

Principal Payments on Long Term Debt-Senior Discount Notes

(302,056)

Repayment of Capital Lease Obligations

(920)

(768)

(829)

Principal Repayment of Previous Term Loan

(777,550)

Payment of Dividends

(336,000)

(1,711)

(297,917)

Purchase of Treasury Shares

(7)

(6)

Proceeds from Stock Option Exercises and Related Tax Benefits

2,527

2,760

2,024

Debt Issuance Costs

(22,126)

(459)

(30,640)

Proceeds from Initial Public Offering

260,667

Offering Costs

(23,747)

Net Cash Used in Financing Activities

(34,909)

(279,021)

(85,760)

Increase in Cash and Cash Equivalents

89,648

7,672

5,450

Cash and Cash Equivalents at Beginning of Period

43,336

35,664

30,214

Cash and Cash Equivalents at End of Period

132,984

43,336

35,664

Supplemental Disclosure of Cash Flow Information:

Interest Paid

111,533

108,180

102,304

Income Tax Payments, Net of Refunds

2,769

4,191

5,697

Accretion of Class L Preferred Return

104,859

141,571

121,048

Non-Cash Investing Activities:

Accrued Purchases of Property and Equipment

21,604

14,102

12,969

Acquisition of Capital Lease

$ 887

[1]	The tax benefit related to the Company's non-cash stock compensation was $5.1 million, $1.0 million, and $2.3 during Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively.

Consolidated Statements of Stockholder's Deficit (USD $) In Thousands, except Share data	Total	Class A common stock	Class L Common Stock	Common Stock, Amount	Common Stock, Amount Class A common stock	Common Stock, Amount Class L Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Class L Common Stock	Accumulated Deficit	Treasury Stock, Amount	Treasury Stock, Amount Class A common stock	Treasury Stock, Amount Class L Common Stock
Balance at beginning of period at Jan. 28, 2011	$ (603,242)			$ 46					$ (603,284)	$ (4)
Balance at beginning of period (in shares) at Jan. 28, 2011				504,827,235						(4,785,759)
Net Income (Loss)	(6,272)								(6,272)
Accretion of Class L Preferred Return	(121,048)		(121,048)				(4,672)		(116,376)
Stock Options Exercised and Related Tax Benefit (in shares)				5,994,351
Stock Options Exercised and Related Tax Benefit	62						62
Forfeited Restricted Shares				(656,964)
Stock Option Compensation	4,610						4,610
Dividend	(270,000)								(270,000)
Repurchase of Restricted Stock			160							(15,840)
Issuance of Restricted Shares			(6,636)
Initial Public Offering (in shares)			60,549
Initial Public Offering			1,961
Balance at end of period at Jan. 28, 2012	(995,890)			46					(995,932)	(4)
Balance at end of period (in shares) at Jan. 28, 2012				510,164,622						(4,801,599)
Net Income (Loss)	25,301								25,301
Accretion of Class L Preferred Return	(141,571)		(141,571)				(2,364)		(139,207)
Stock Options Exercised and Related Tax Benefit (in shares)				7,320,060
Stock Options Exercised and Related Tax Benefit	105			1			104
Stock Option Compensation	2,260						2,260
Repurchase of Restricted Stock			111							(10,989)
Issuance of Restricted Shares			5,000	495,000
Other	337								337
Initial Public Offering (in shares)			73,940
Initial Public Offering			2,155
Balance at end of period at Feb. 02, 2013	(1,109,458)			47					(1,109,501)	(4)
Balance at end of period (in shares) at Feb. 02, 2013				517,979,682						(4,812,588)
Net Income (Loss)	16,150								16,150
Accretion of Class L Preferred Return	(104,859)		(104,859)				(8,201)		(96,658)
Stock Options Exercised and Related Tax Benefit (in shares)				11,668,810
Stock Options Exercised and Related Tax Benefit	1			1
Stock Option Compensation	10,203						10,203
Dividend	(302,400)								(302,400)
Issuance of Restricted Shares				26,396
Cancellation of Shares, shares					(529,620,894)
Cancellation of Shares		(44)			(48)						4
Conversion of Common Stock (in shares)						58,830,948						(531,751)
Conversion of Common Stock			1,103,019			6		1,107,338				(4,325)
Initial Public Offering (in shares)			117,588	15,333,333
Initial Public Offering	236,920		2,531	1			236,919
Balance at end of period at Feb. 01, 2014	$ (150,468)			$ 7			$ 1,346,259		$ (1,492,409)	$ (4,325)
Balance at end of period (in shares) at Feb. 01, 2014				74,218,275						(531,751)

Summary of Significant Accounting Policies

12 Months Ended

Feb. 01, 2014

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Business

As of February 1, 2014, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 521 retail stores, inclusive of an internet store, in 44 states and Puerto Rico, selling apparel, footwear and accessories for men, women and children. A majority of those stores offer a home furnishing and linens department and a juvenile furniture department. As of February 1, 2014, the Company operated stores under the names “Burlington Coat Factory” (503 stores), “Cohoes Fashions” (two stores), “Super Baby Depot” (two stores), “MJM Designer Shoes” (13 stores) and “Burlington Shoes” (one store). Cohoes Fashions offers products similar to that of Burlington Coat Factory. MJM Designer Shoes and Burlington Shoes offer moderately priced designer and fashion shoes. The Super Baby Depot stores offers baby clothing, accessories, furniture and other merchandise in the middle to higher price range. During Fiscal 2013, the Company opened 23 new stores under the name “Burlington Coat Factory” and closed two Burlington Coat Factory 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 Company’s fiscal years ended February 1, 2014 (Fiscal 2013), February 2, 2013 (Fiscal 2012) and January 28, 2012 (Fiscal 2011) consisted of 52 weeks, 53 weeks and 52 weeks, respectively.

Use of Estimates

The Company’s Consolidated Financial Statements have been prepared in conformity with GAAP. 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.

Initial Public Offering

On October 7, 2013, the Company completed its initial public offering (the Offering) whereby 15,333,333 shares of common stock were sold to the public at $17.00 per share. Net proceeds from the offering, after deducting underwriting discounts and commissions and offering expenses (including a transaction fee under its Advisory Agreement with an affiliate of Bain Capital equal to 1% of the gross proceeds of the offering of $2.6 million), were $236.9 million.

Prior to the Offering, each outstanding share of the Company’s Class A common stock was automatically cancelled and then each outstanding share of the Company’s Class L common stock was automatically converted into one share of the Company’s Class A common stock. The Company then effected an 11-for-1 split of the Company’s Class A common stock and then reclassified the Company’s Class A common stock into Common Stock. Collectively, these transactions are referred to as the Reclassification. Unless otherwise indicated, all share data presented within the Consolidated Financial Statements gives effect to the stock split.

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, lease incentive 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, on an average cost basis, or market, as determined by the retail inventory method. 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 Operations and Comprehensive Income (Loss). Costs associated with the Company’s distribution, buying, and store receiving functions are included in the line items “Selling and Administrative Expenses” and “Depreciation and Amortization” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Distribution and purchasing costs included in the line item “Selling and Administrative Expenses” amounted to $137.1 million, $114.3 million and $84.6 million for Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively. Depreciation and amortization related to the distribution and purchasing functions for the same periods amounted to $14.1 million, $12.8 million and $8.9 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 20 and 40 years for buildings, depending upon the expected useful life of the facility, and three to ten 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 capital leases are recorded at the present value of minimum lease payments and are amortized over the lease term. Amortization of assets recorded as capital leases is included in the line item “Depreciation and Amortization” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). 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).

The Company accounts for impaired property and equipment in accordance with Topic No. 360. This topic requires that long-lived assets (i) be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and (ii) should be reported at the lower of the carrying amount or fair value less cost to sell. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the estimated future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is either based on prices for similar assets or measured by discounting expected future cash flows by the Company’s risk adjusted rate of interest. The recoverability assessment related to store-level assets requires judgments and estimates of future revenues, gross margin rates and store expenses. The Company believes its estimates are appropriate in light of current market conditions. However, future impairment charges could be required if the Company does not achieve its current revenue or cash flow projections. The Company recorded impairment charges related to property and equipment of $2.7 million, $5.2 million and $1.2 million during Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively. These charges are recorded in the line item “Impairment Charges—Long-Lived Assets” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Refer to Note 7, “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 $21.1 million and $19.8 million relating to these costs during Fiscal 2013 and Fiscal 2012, respectively.

Purchased and internally developed software is amortized on a straight-line basis over the product’s estimated economic life, which is generally three to five years. The net carrying value of software is included in the line item “Property and Equipment—Net of Accumulated Depreciation and Amortization” on the Company’s Consolidated Balance Sheets and software amortization is included in the line item “Depreciation and Amortization” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Intangible Assets

The Company accounts for intangible assets in accordance with Topic No. 350. The Company’s intangible assets primarily represent tradenames and favorable lease positions. The tradename asset “Burlington Coat Factory” is expected to generate cash flows indefinitely and, therefore, is accounted for as an indefinite-lived asset not subject to amortization. The values of favorable and unfavorable lease positions are amortized on a straight-line basis over the expected lease terms. Amortization of net favorable lease positions is included in the line item “Depreciation and Amortization” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The Company evaluates its intangible assets for possible impairment as follows:

Indefinite-lived intangible assets: 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 in March 2013. In May 2013, the Company’s annual assessment date, the Company performed a qualitative analysis and determined that it is more likely than not that the fair values of each of the Company’s identifiable intangible assets are greater than their respective carrying values. There were no impairment losses recorded during Fiscal 2013, Fiscal 2012 or Fiscal 2011 related to indefinite-lived intangible assets.

Finite-lived intangible assets: Identifiable intangible assets that are subject to amortization are evaluated for impairment in accordance with Topic No. 360 using a process similar to that used to evaluate other long-lived assets as described in Note 7, “Impairment Charges.” An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset. For the favorable lease positions, if the carrying amount exceeds the estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset to its fair value. The fair value is estimated by discounting expected future cash flows using the Company’s risk adjusted rate of interest. The Company did not record an impairment related to identifiable finite-lived intangible assets during Fiscal 2013. During Fiscal 2012 and Fiscal 2011, the Company recorded $6.3 million and $0.1 million, respectively, of impairment charges related to identifiable finite-lived intangible asset charges, which are recorded in the line item “Impairment Charges—Long-Lived Assets” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

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 in March 2013. 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. In May 2013, the Company’s annual assessment date, the Company performed a qualitative analysis and determined that it is more likely than not that the fair values of each of the Company’s reporting unit is greater than their respective carrying values. There were no impairment losses recorded during Fiscal 2013, Fiscal 2012 or Fiscal 2011. Refer to Note 6, “Goodwill,” for further discussion of the recoverability of the Company’s goodwill.

Other Assets

Other assets consist primarily of deferred financing fees, landlord owned store assets that the Company has paid for as part of its lease, purchased lease rights and notes receivable. Deferred financing fees are amortized over the life of the related debt facility using the interest method of amortization. Amortization of deferred financing fees is recorded in the line item “Interest Expense” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Landlord owned assets represent leasehold improvements at certain stores that the Company has paid for, but where the landlord has retained title to such assets. These assets are amortized over the lease term inclusive of reasonably assured renewal options and the amortization is included in the line item “Depreciation and Amortization” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Purchased lease rights are amortized over the lease term inclusive of reasonably assured renewal options and the amortization is recorded in the line item “Selling and Administrative Expenses” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Both landlord owned assets and purchased lease rights are assessed for impairment in accordance with Topic No. 360. During Fiscal 2013 and 2011, the Company recorded impairment charges of $0.5 million and $0.4 million, respectively, related to landlord owned assets and purchased lease rights. These charges are recorded in the line item “Impairment Charges – Long-Lived Assets” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). There were no impairment charges in Fiscal 2012 related to landlord owned assets and purchased lease rights. Refer to Note 7, “Impairment Charges,” for further discussion of the Company’s measurement of impairment of long-lived assets.

Other Current Liabilities

Other current liabilities primarily consist of sales tax payable, customer liabilities, accrued payroll costs, self-insurance reserves, accrued operating expenses, payroll taxes payable, current portion of straight line rent liability and other miscellaneous items. Customer liabilities totaled $29.2 million and $30.0 million as of February 1, 2014 and February 2, 2013, 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, 2014 and February 2, 2013 were:


	*(in thousands)*
	Years Ended
	February 1, 2014		February 2, 2013
Short-Term Self Insurance Reserve(a)	$	23,553	$	21,165
Long-Term Self Insurance Reserve(b)		33,600		31,232

Total	$	57,153	$	52,397

(a)	Represents the portions of the self insurance reserve expected to be paid in the next twelve months which is recorded in the line item “Other Current Liabilities” in the Company’s Consolidated Balance Sheets.

(b)	The remaining self insurance reserve balance is recorded in the line item “Other Liabilities” in the Company’s Consolidated Balance Sheets.

Other Liabilities

Other liabilities primarily consist of deferred lease incentives, the long term portion of self-insurance reserves, the excess of straight-line rent expense over actual rental payments 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).

Deferred lease incentives are funds received or receivable from landlords used primarily to offset the costs incurred for remodeling of stores. These deferred lease incentives are amortized over the expected lease term including rent holiday periods and option periods where the exercise of the option can be reasonably assured. Amortization of deferred lease incentives is included in the line item “Selling and Administrative Expenses” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). At February 1, 2014 and February 2, 2013, deferred lease incentives were $157.5 million and $138.1 million, respectively.

Revenue Recognition

The Company records revenue at the time of sale and delivery of merchandise, net of allowances for estimated future returns. The Company presents sales, net of sales taxes, in its Consolidated Statements of Operations and Comprehensive Income (Loss). The Company accounts for layaway sales and leased department revenue in compliance with ASC Topic No. 605 “Revenue Recognition” (Topic No. 605). 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. Store 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 store value card breakage rate by continuously evaluating historical redemption data. Breakage income is recognized monthly in proportion to the historical redemption patterns for those store value cards for which the likelihood of redemption is remote.

Other Revenue

Other revenue consists of rental income received from leased departments, subleased rental income, layaway, alteration, dormancy and other service charges, inclusive of shipping and handling revenues (Service Fees) as shown in the table below:


	*(in thousands)*
	Years Ended
	February 1, 2014		February 2, 2013		January 28, 2012
Service Fees	$	13,711	$	13,284	$	13,096
Rental Income from Leased Departments		10,924		10,639		9,566
Subleased Rental Income and Other		9,849		10,202		10,735

Total	$	34,484	$	34,125	$	33,397

Rental income from leased departments results from arrangements at some of the Company’s stores where the Company has granted unaffiliated third parties the right to use designated store space solely for the purpose of selling such third parties’ goods, including such items as fragrances and jewelry. Rental income is based on an agreed upon percentage of the lease departments’ total revenues. The Company does not own or have any rights to any tradenames, licenses or other intellectual property in connection with the brands sold by such unaffiliated third parties.

Advertising Costs

The Company’s advertising costs consist primarily of television and newspaper costs and are included in the line item “Selling and Administrative Expenses” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). During Fiscal 2013, Fiscal 2012 and Fiscal 2011, net advertising cost was $83.3 million, $83.5 million and $77.6 million, respectively.

The Company nets certain cooperative advertising reimbursements received from vendors that meet the criteria of Topic No. 605 against specific, incremental, identifiable costs incurred in connection with selling the vendors’ products. Any excess reimbursement is characterized as a reduction of inventory and is recognized as a reduction to cost of sales as inventories are sold.

Barter Transactions

The Company accounts for barter transactions under ASC Topic No. 845 “Nonmonetary Transactions.” Barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged, unless the products received have a more readily determinable estimated fair value. Revenue associated with barter transactions is recorded at the time of the exchange of the related assets. During Fiscal 2011 the Company exchanged $13.9 million of inventory for certain advertising credits. To account for the exchange, the Company recorded “Sales” and “Cost of Sales” of $13.9 million in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The $10.6 million of unused advertising credits remaining as of February 1, 2014 are expected to be used over the six consecutive fiscal years following Fiscal 2013.

The following table summarizes the prepaid advertising expense which is included in the line items “Prepaid and Other Current Assets” and “Other Assets” in the Company’s Consolidated Balance Sheets as of February 1, 2014 and February 2, 2013:


	*(in thousands)*
	February 1, 2014		February 2, 2013
Prepaid and Other Current Assets	$	2,842	$	2,553
Other Assets		7,718		10,551

Total Prepaid Advertising Expense	$	10,560	$	13,104

The following table details barter credit usage for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	*(in thousands)*
	Fiscal Years Ended
	February 1, 2014		February 2, 2013		January 28, 2012
Barter Credit Usage	$	2,544	$	3,776	$	4,712

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” of being 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 investment income gains and losses, breakage income, net gains and losses from disposition of fixed assets, and other miscellaneous income items. During Fiscal 2013, Fiscal 2012 and Fiscal 2011, the Company recognized $4.0 million, $2.5 million and $4.1 million, respectively, of breakage income.

Comprehensive Income (Loss)

The Company presents Comprehensive Income (Loss) on its Consolidated Statements of Operations and Comprehensive Income (Loss) in accordance with ASC Topic No. 220 “Comprehensive Income.” During Fiscal 2013, Fiscal 2012 and Fiscal 2011 there were no differences between comprehensive income (loss) and net income (loss).

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. 840, “Leases” (Topic No. 840), and subsequent amendments, which require that leases be evaluated and classified as operating or capital leases for financial reporting purposes. Assets held under capital leases are included in the line item “Property and Equipment—Net of Accumulated Depreciation and Amortization” in the Company’s Consolidated Balance Sheets. For leases classified as operating, the Company calculates rent expense on a straight-line basis over the lesser of the lease term including renewal options, if reasonably assured, or the economic life of the leased premises, taking into consideration rent escalation clauses, rent holidays and other lease concessions. The Company commences recording rent expense during the store fixturing and merchandising phase of the leased property.

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. As of February 1, 2014, there were 16,125,258 shares reserved under the Company’s Management Incentive Plans as defined in Note 12, “Stock Option and Award Plans and Stock-Based Compensation.” As of February 1, 2014, there were 4,619,323 shares of common stock reserved for options outstanding under the Company’s Management Incentive Plans and 73,686,524 shares of common stock issued and outstanding (including 81,396 shares of unvested restricted stock). During Fiscal 2013, Fiscal 2012 and Fiscal 2011, the Company recognized non-cash stock compensation expense in the amount of $10.2 million, $2.7 million and $5.8 million, respectively. Refer to Note 12 for further details.

Net Income (Loss) Per Share

Net income (loss) per share is calculated using the treasury stock method. Refer to Note 11, “Net Income (Loss) 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.

Refinancing Costs

The Company incurs fees to creditors and/or third parties in connection with amendments to its debt facilities and refinancing transactions. The capitalization or expense of fees paid to a creditor or third party is dependent upon the determination if there is a modification or extinguishment of debt in accordance with ASC Topic No. 470-50, “Debt Modifications and Extinguishments” (Topic No. 470). Fees paid to the creditor when there is an extinguishment of debt are included in the determination of any debt extinguishment gain or loss. Fees paid to the creditor when there is no debt extinguishment are capitalized and amortized using the effective interest method over the life of the debt. Fees paid to a third party are expensed if there is no debt extinguishment and capitalized if there is a debt extinguishment.

Segment Information

The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (Topic No. 280). The Company has one reportable segment.

Reclassification

During the fourth quarter of Fiscal 2013, the Company corrected the classification of its insurance recoveries in the Consolidating Statements of Cash Flows for Fiscal 2013 and Fiscal 2012. There was no impact on the Company’s net cash provided by operating activities or net cash used in investing or financing activities for either Fiscal 2013 or Fiscal 2012.

Recent Accounting Pronouncements

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

Recent Accounting Pronouncements

12 Months Ended

Feb. 01, 2014

2. Recent Accounting Pronouncements

On February 28, 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-04, “Joint and Several Obligations” (ASU 2013-04). In accordance with ASU 2013-04, an entity is required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. Required disclosures include a description of the joint and several arrangements and the total outstanding amount of the obligation for all joint parties. ASU 2013-04 is effective for all annual and interim periods in fiscal years beginning after December 15, 2013. The Company does not expect ASU 2013-04 to have a material impact on the Company’s financial position or results of operations.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (ASU 2013-11). ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position. If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not expect ASU 2013-11 to have a material impact on the Company’s financial position or results of operations.

Restricted Cash and Cash Equivalents

12 Months Ended

Feb. 01, 2014

Restricted Cash and Cash Equivalents

3. Restricted Cash and Cash Equivalents

At February 1, 2014 and February 2, 2013, restricted cash and cash equivalents consisted of $32.1 million and $34.8 million, respectively of collateral for certain insurance contracts. The Company has the ability to convert the restricted cash to a letter of credit at anytime, which would reduce available borrowings on the Company’s ABL Line of Credit by a like amount.

Property and Equipment

12 Months Ended

Feb. 01, 2014

Property and Equipment

4. Property and Equipment

Property and equipment consist of:


		*(in thousands)*
	Useful Lives	February 1, 2014			February 2, 2013
Land	N/A	$	162,331		$	162,849
Buildings	20 to 40 Years		365,101			361,028
Store Fixtures and Equipment	3 to 10 Years		568,342			503,736
Software	3 to 5 Years		163,547			149,322
Leasehold Improvements	Shorter of lease term or useful life		432,644			405,199
Construction in Progress	N/A		35,996			19,041

			1,727,961			1,601,175
Less: Accumulated Depreciation			(825,304	)		(722,870	)

Total Property and Equipment, Net of Accumulated Depreciation and Amortization		$	902,657		$	878,305

As of February 1, 2014 and February 2, 2013, assets, net of accumulated amortization of $12.7 million and $10.9 million, respectively, held under capital leases amounted to approximately $24.4 million and $25.2 million, respectively, and are included in the line item “Buildings” in the foregoing table. Amortization expense related to capital leases is included in the line item “Depreciation and Amortization” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The total amount of depreciation expense during Fiscal 2013, Fiscal 2012 and Fiscal 2011 was $128.8 million, $127.5 million and $117.3 million, respectively.

During Fiscal 2013, Fiscal 2012 and Fiscal 2011, the Company recorded impairment charges related to Property and Equipment of $2.7 million, $5.2 million and $1.2 million, respectively. Refer to Note 7, “Impairment Charges,” for further discussion.

Internally developed software is amortized on a straight line basis over three to five years and is recorded in the line item “Depreciation and Amortization” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Depreciation and amortization of internally developed software amounted to $18.8 million, $20.3 million and $17.8 million, respectively, during Fiscal 2013, Fiscal 2012 and Fiscal 2011.

Derivatives and Hedging Activities

The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.

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Intangible Assets

12 Months Ended

Feb. 01, 2014

Intangible Assets

5. Intangible Assets

The Company accounts for indefinite-lived intangible assets and finite-lived intangible assets in accordance with Topic No. 350 and Topic No. 360, respectively. In accordance with Topic No. 350, indefinite-lived intangible assets not subject to amortization shall be tested for impairment on an annual basis, and between annual tests in certain circumstances. The Company performs this assessment in the beginning of each May of the fiscal year. During Fiscal 2013, Fiscal 2012 and Fiscal 2011, there were no circumstances that required the Company to perform additional Topic No. 350 testing.

In accordance with Topic No. 360, the Company tests long-lived assets and certain identifiable intangibles, including favorable leases, to be used by an entity for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the estimated future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is either based on prices for similar assets or measured by discounting expected future cash flows using the Company’s risk adjusted interest rate. Refer to Note 7, “Impairment Charges,” for further discussion regarding the Company’s impairment testing under Topic No. 360.

Intangible assets at February 1, 2014 and February 2, 2013 consist primarily of tradenames and favorable lease positions as follows:


	*(in thousands)*
	February 1, 2014							February 2, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Tradenames	$	238,000	$	—		$	238,000	$	238,000	$	—		$	238,000

Favorable Leases	$	487,350	$	(194,797	)	$	292,553	$	502,155	$	(180,074	)	$	322,081

Tradenames

The Company’s Fiscal 2013 assessment of the fair value of the Company’s tradenames concluded that the fair value exceeded its carrying value, indicating that the asset was not impaired.

The recoverability assessment with respect to the tradenames used in the Company’s operations requires the Company to estimate the fair value of the tradenames as of the assessment date. Such determination is made using the “relief from royalty” valuation method. Inputs to the valuation model include:

•

Future revenue and profitability projections associated with the tradenames;

•

Estimated market royalty rates that could be derived from the licensing of the Company’s tradenames to third parties in order to establish the cash flows accruing to the benefit of the Company as a result of its ownership of the tradenames; and

•

A rate used to discount the estimated royalty cash flow projections to their present value (or estimated fair value) based on the risk and nature of the Company’s cash flows.

Favorable Leases

The decrease in the gross carrying amount of the Company’s favorable leases from February 2, 2013 to February 1, 2014 reflects a reduction of $14.8 million during Fiscal 2013 from the write off of certain favorable leases becoming fully amortized during the period.

Accumulated amortization of favorable leases as of February 1, 2014 reflects Fiscal 2013 amortization expense of $29.5 million, partially offset by a decrease of $14.8 million related to the write off of fully amortized leases, as discussed above.

The weighted average amortization period remaining for the Company’s favorable leases is 15.3 years. Amortization expense of favorable leases for each of the next five fiscal years is estimated to be as follows:


Fiscal years:	*(in thousands)*
2014	$	26,156
2015		24,228
2016		23,148
2017		23,317
2018		21,059

Total	$	117,908

Goodwill

12 Months Ended

Feb. 01, 2014

Goodwill

6. Goodwill

The Company assesses the recoverability of goodwill using a combination of valuation approaches to determine the Company’s business enterprise value including: (i) discounted cash flow techniques and (ii) a market approach using a guideline public company methodology. Inputs to the valuation model include:

•

Estimated future cash flows;

•

Growth assumptions for future revenues, which include net store openings as well as future gross margin rates, expense rates and other estimates;

•

Rate used to discount the Company’s estimated future cash flow projections to their present value (or estimated fair value); and

•

Market values and financial information of similar publicly traded companies to determine market valuation multiples.

Based upon the Company’s impairment analysis of recorded goodwill during Fiscal 2013, the Company determined that there was no goodwill impairment. The Company believes its estimates were appropriate based upon the current market conditions. However, future impairment charges could be required if the Company does not achieve its current cash flow, revenue and profitability projections or the weighted average cost of capital increases or market valuation multiples associated with peer group companies decline.

Impairment Charges

12 Months Ended

Feb. 01, 2014

Impairment Charges

7. Impairment Charges

Impairment charges recorded during Fiscal 2013, Fiscal 2012 and Fiscal 2011 amounted to $3.2 million, $11.5 million and $1.7 million, respectively, and are primarily related to declines in revenues and operating results of the respective stores. Impairment charges during these periods related to the following:


	*(in thousands)*
	Fiscal Year Ended
Asset Categories	February 1, 2014		February 2, 2013		January 28, 2012
Favorable Leases	$	—	$	6,275	$	165
Leasehold Improvements		1,575		1,885		652
Building/Building Improvements		81		1,814		—
Furniture and Fixtures		970		950		457
Land		4		558		—
Other Assets		465		—		410
Other Property and Equipment		85		57		51

Total	$	3,180	$	11,539	$	1,735

The Company’s annual impairment analysis resulted in the impairment of store level assets related to seven stores in Fiscal 2013, 12 stores in Fiscal 2012 and seven stores in Fiscal 2011. During Fiscal 2013, Fiscal 2012 and Fiscal 2011, the Company also recorded impairment charges for capital expenditures for previously impaired stores.

As noted above, 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). Of the seven stores that were impaired during Fiscal 2013, three stores were fully impaired and therefore had zero fair value as of February 1, 2014 and would be (categorized as Level 3 in the fair value hierarchy described in Note 17, “Fair Value of Financial Instruments.” Of the remaining four stores that were partially impaired during Fiscal 2013, the table below sets forth by level within the fair value hierarchy their fair value subsequent to impairment charges as of February 1, 2014:


	*(in thousands)*
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Un- Observable Inputs (Level 3)		Total		Total Impairment Losses
Leasehold Improvements	$	—	$	—	$	1,803	$	1,803	$	1,575
Building/Building Improvements		—		1,517		—		1,517		81
Furniture and Fixtures		—		15		1,361		1,376		970
Land		—		713		—		713		4
Other Assets		—		—		1,471		1,471		465
Other Property and Equipment		—		5		178		183		85

Total	$	—	$	2,250	$	4,813	$	7,063	$	3,180

Derivatives and Hedging Activities

12 Months Ended

Feb. 01, 2014

8. Derivatives and Hedging Activities

The Company accounts for derivatives and hedging activities in accordance with ASC Topic No. 815 “Derivatives and Hedging” (Topic No. 815). The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in interest rates. The Company’s senior secured credit facilities contain floating rate obligations and are subject to interest rate fluctuations. The Company uses interest rate cap agreements, which are designated as economic hedges, to manage interest rate risk associated with the Company’s variable-rate borrowings and to minimize the negative impact of interest rate fluctuations on its earnings and cash flows, thus reducing the Company’s exposure to variability in expected future cash flows attributable to the changes in LIBOR rates.

Topic No. 815 requires recognition of all derivative instruments as either assets or liabilities at fair value in the statement of financial position. The Company did not designate its interest rate cap agreements as cash flow hedges of certain future interest payments on variable-rate debt. Instead, the interest rate cap agreements are adjusted to market on a quarterly basis. As a result, gains or losses associated with the interest rate cap agreements are recorded in the line item “Interest Expense” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) and in the line item “Interest Rate Cap Contracts – Adjustment to Market” in the Company’s Consolidated Statements of Cash Flows.

As of February 1, 2014, the Company was party to two outstanding interest rate cap agreements to manage the interest rate risk associated with future interest payments on variable-rate debt. Each interest rate cap agreement has a notional principal amount of $450.0 million, a cap rate of 7.0% and terminates on May 31, 2015.

(in thousands)

Fair Values of Derivative Instruments

Asset Derivatives

February 1, 2014

February 2, 2013

Derivatives Not Designated as Hedging Instruments Under Topic No. 815

Balance Sheet
Location

Fair
Value

Balance Sheet
Location

Fair
Value

Interest Rate Cap Agreements

Other Assets

(in thousands)

Liability Derivatives

February 1, 2014

February 2, 2013

Derivatives Not Designated as Hedging Instruments Under Topic No. 815

Balance Sheet
Location

Fair
Value

Balance Sheet
Location

Fair
Value

Interest Rate Cap Agreements

Other Liabilities

—

Other Liabilities

—

(in thousands)

(Gain) or Loss on Derivative Instruments

Location of
(Gain) or
Loss
Recognized in
Income on
Derivatives

Amount of (Gain) or Loss Recognized in
Income
on Derivatives

Year Ended

Derivatives Not Designated as Hedging Instruments Under Topic No. 815

February 1,
2014

February 2,
2013

January 28,
2012

Interest Rate Cap Agreements

Interest Expense

3,165

Net Income (Loss) Per Share

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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+ Details

Long-Term Debt

12 Months Ended

Feb. 01, 2014

Long-Term Debt

9. Long-Term Debt

Long-Term Debt consists of:


	*(in thousands)*
	February 1, 2014			February 2, 2013
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017.	$	828,839		$	863,084
$450,000 Senior Notes, 10%, due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019.		450,000			450,000
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from February 15, 2014 to February 15, 2018		126,147			—
Capital Lease Obligations		23,199			23,232

Total debt		1,428,185			1,336,316
Less: current maturities		(59,026	)		(784	)

Long-term debt, net of current maturities	$	1,369,159		$	1,335,532

$1 Billion Senior Secured Term Loan Facility

On February 24, 2011, the Company entered into a $1.0 billion senior secured term loan facility (the Term Loan Facility). The Term Loan Facility was issued pursuant to a new credit agreement (Term Loan Credit Agreement), dated February 24, 2011, among BCFWC, the guarantors signatory thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Term Loan Administrative Agent) and as collateral agent, the lenders party thereto, J.P. Morgan Securities LLC and Goldman Sachs Lending Partners LLC, as joint bookrunners and J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint arrangers, governing the terms of the Term Loan Facility.

On May 16, 2012, the Company entered into Amendment No. 1 (First Amendment) to the Term Loan Credit Agreement, which, among other things, reduced the applicable margin on the interest rates applicable to the Company’s Term Loan Facility by 50 basis points. To accomplish this interest rate reduction, the First Amendment provided for a replacement of the previously outstanding $950.5 million principal amount of term B loans (Term B Loans) with a like aggregate principal amount of term B-1 loans (Term B-1 loans). The Company offered existing term loan lenders the option to convert their Term B Loans into Term B-1 Loans on a non-cash basis. The $119.3 million of Term B Loans held by existing lenders electing not to convert their Term B Loans into Term B-1 Loans were prepaid in full on the effective date of the First Amendment from the proceeds of new Term B-1 Loans. The Term B-1 Loans have the same maturity date that was applicable to the Term B Loans. The Term Loan Credit Agreement provisions relating to the representations and warranties, covenants and events of default applicable to the Company and the guarantors were not modified by the First Amendment. As a result of the First Amendment, mandatory quarterly payments of $2.4 million were payable as of the last day of each quarter beginning with the quarter ended July 28, 2012. Based on the Company’s available cash flow during Fiscal 2011, the Company made a payment of $7.0 million in April 2012. The Company elected to make prepayments of $9.5 million in May 2012 and $70.0 million in January 2013, all of which offset the mandatory quarterly payments through the maturity date.

In accordance with Topic No. 470, the Company recognized a non-cash loss on the partial extinguishment of debt of $2.2 million, which is recorded in the line item “Loss on Extinguishment of Debt” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended February 2, 2013. In connection with the First Amendment, the Company incurred fees of $3.9 million, of which $0.3 million was capitalized and included in the line item “Other Assets” on the Company’s Consolidated Balance Sheet, primarily related to legal and placement fees, associated with the portion of the debt that was not extinguished. The remaining fees are recorded in the line item “Costs Related to Debt Amendments, Termination of Advisory Agreement and Other” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended February 1, 2014.

On February 15, 2013, BCFWC entered into Amendment No. 2 (Second Amendment) to the Term Loan Credit Agreement. The Second Amendment created a restricted payments basket of $25.0 million and permits Burlington Coat Factory Investments Holdings, Inc. (the parent of BCFWC and indirect subsidiary of Burlington Stores, Inc.) and all of its subsidiaries (Holdings) to use the “available amount” to make restricted payments (which basket includes retained excess cash flow, in an amount not to exceed 50% of BCFWC’s consolidated net income (as defined in the indenture governing the 10% Senior Notes due 2019) since the second quarter of Fiscal 2011), in each case so long as certain conditions are satisfied. In connection with the Second Amendment, the Company incurred a $1.6 million amendment fee that was capitalized and included in the line item “Other Assets” on the Company’s Consolidated Balance Sheet. Additionally, the Company incurred $8.9 million of additional fees, inclusive of an $8.6 million fee payable to Bain Capital, for various consulting and advisory services. These fees are included in the line item “Costs Related to Debt Amendments, Termination of Advisory Agreement and Other” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended February 1, 2014.

On May 17, 2013, BCFWC entered into Amendment No. 3 (Third Amendment) to the Term Loan Credit Agreement, in order to, among other things, reduce the interest rates applicable to the Term Loan Facility by 100 basis points (provided that such interest rates shall be further reduced by 25 basis points if BCFWC’s consolidated secured leverage ratio is less than or equal to 2.25:1) and to reduce the LIBOR floor by 25 basis points. The Third Amendment was accomplished by replacing the outstanding $871.0 million principal amount of the Term B-1 Loans with a like aggregate principal amount of term B-2 loans (the Term B-2 Loans).

The Term B-2 Loans have the same maturity date that was applicable to the Term B-1 Loans. The Term Loan Credit Agreement provisions relating to the representations and warranties, covenants and events of default applicable to the Company and the guarantors were not modified by the Third Amendment.

In connection with the Third Amendment, the Company paid an $8.7 million prepayment premium. In accordance with Topic 470, $8.6 million of this prepayment premium was capitalized and included in the line item “Other Assets” in the Company’s Consolidated Balance Sheet. In addition, third party fees of $2.6 million are recorded in the line item “Costs Related to Debt Amendments, Termination of Advisory Agreement and Other” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended February 1, 2014. In accordance with Topic 470, the Company recognized a loss on the extinguishment of debt of $0.6 million, which is recorded in the line item “Loss on Extinguishment of Debt” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended February 1, 2014.

As a result of the Third Amendment, mandatory quarterly payments of $2.2 million were payable as of the last day of each quarter. In January 2014, the Company elected to make a prepayment of $30.0 million, which offset the mandatory quarterly payments through the maturity date. In accordance with Topic No. 470, the Company recognized a loss on the extinguishment of debt of $0.8 million, which is recorded in the line item “Loss on Extinguishment of Debt” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended February 1, 2014.

The Term Loan Facility contains financial, affirmative and negative covenants and requires that BCFWC, exclusive of subsidiaries (referred to herein as BCFW), among other things, maintain on the last day of each fiscal quarter a consolidated leverage ratio not to exceed a maximum amount and maintain a consolidated interest coverage ratio of at least a certain amount. The consolidated leverage ratio compares total debt to Covenant EBITDA, as each term is defined in the Term Loan Credit Agreement, for the trailing twelve months, and such ratios may not exceed 5.50 to 1 through November 1, 2014; 5.00 to 1 through October 31, 2015; and 4.75 to 1 at January 30, 2016 and thereafter. The consolidated interest coverage ratio compares consolidated interest expense to Covenant EBITDA, as each term is defined in the Term Loan Credit Agreement, for the trailing twelve months, and such ratios must exceed 2.00 to 1 through October 31, 2015; and 2.10 to 1 at January 30, 2016 and thereafter. The consolidated leverage ratio and interest coverage ratio as of February 1, 2014 were 3.5 and 4.2, respectively.

Covenant EBITDA is a non-GAAP financial measure of the Company’s liquidity. Covenant EBITDA starts with BCFWC’s consolidated net income (loss) for the period and adds back (i) depreciation, amortization, impairments and other non-cash charges that were deducted in arriving at consolidated net income (loss), (ii) the provision (benefit) for taxes, (iii) interest expense, (iv) advisory fees, and (v) unusual, non-recurring or extraordinary expenses, losses or charges as reasonably approved by the administrative agent for such period. Covenant EBITDA is used to calculate the consolidated leverage ratio and the interest coverage ratio. Covenant EBITDA provides management, including the Company’s chief operating decision maker, with helpful information with respect to its operations such as its ability to meet its future debt service, fund its capital expenditures and working capital requirements, and comply with various covenants in each indenture governing its outstanding notes and the credit agreements governing its senior secured credit facilities which are material to its financial condition and financial statements.

The interest rates for the Term Loan Facility are based on: (i) for LIBO rate loans for any interest period, at a rate per annum equal to the greater of (x) the LIBO rate, as determined by the Term Loan Facility Administrative Agent, for such interest period multiplied by the Statutory Reserve Rate (as defined in the Term Loan Credit Agreement) and (y) 1.00% (the Term Loan Adjusted LIBO Rate), plus an applicable margin; and (ii) for prime rate loans, a rate per annum equal to the highest of (a) the variable annual rate of interest then announced by JPMorgan Chase Bank, N.A. at its head office as its “prime rate,” (b) the federal funds rate in effect on such date plus 0.50% per annum, and (c) the Term Loan Adjusted LIBO Rate for the applicable class of term loans for one-month plus 1.00%, plus, in each case, an applicable margin. At February 1, 2014 and February 2, 2013, the Company’s borrowing rates related to the Term Loan Facility were 4.3% and 5.5%, respectively.

In addition, the Term Loan Facility provides for an uncommitted incremental term loan facility of up to $150.0 million that is available subject to the satisfaction of certain conditions. The Term Loan Facility has a six year maturity, except that term loans made in connection with the incremental term loan facility or extended in connection with the extension mechanics of the Senior Secured Term Loan Facility have the maturity dates set forth in the amendments applicable to such term loans.

$450 Million Senior Notes

On February 24, 2011, BCFW issued $450.0 million aggregate principal amount of 10% Senior Notes due 2019 at an issue price of 100% (the Senior Notes). The Senior Notes were issued pursuant to an indenture, dated February 24, 2011, among BCFWC, the guarantors signatory thereto, and Wilmington Trust FSB.

The Senior Notes are senior unsecured obligations of BCFW and are guaranteed on a senior basis by Burlington Coat Factory Investment Holdings, Inc. (BCFIH) and each of BCFW’s U.S. subsidiaries to the extent such guarantor is a guarantor of BCFW’s obligations under the Term Loan Facility. Interest is payable on the Senior Notes on each February 15 and August 15.

$350 Million Senior Notes

On February 20, 2013, Burlington Holdings, LLC (Holdings LLC) and Burlington Holdings Finance, Inc. (collectively the Issuers), completed the offering of $350.0 million aggregate principal amount of Senior Notes due 2018 (Holdco Notes) at an issue price of 98.00%. The Holdco Notes are senior unsecured obligations of the Issuers, which are not obligors or guarantors under the Term Loan Facility or the indenture governing the Senior Notes.

The Holdco Notes mature on February 15, 2018. Interest on the Holdco Notes is payable entirely in cash, unless certain conditions are satisfied, in which case the Issuers will be entitled to pay, to the extent described in the indenture governing the Holdco Notes, interest by increasing the principal amount or by issuing new notes (such increase being referred to herein as PIK interest). Cash interest accrues at the rate of 9.00% per annum and PIK interest will accrue at the rate of 9.75% per annum and is payable semi-annually in arrears on February 15 and August 15 of each year. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

The indenture governing the Holdco Notes contains covenants that, among other things, restrict the ability of Holdings LLC and certain of its subsidiaries to (i) incur, assume or guarantee additional indebtedness; (ii) pay dividends or redeem or repurchase capital stock; (iii) make other restricted payments; (iv) incur liens; (v) redeem debt that is junior in right of payment to the notes; (vi) sell or otherwise dispose of assets, including capital stock of subsidiaries; (vii) enter into mergers or consolidations; and (viii) enter into transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications. In addition, in certain circumstances, if Holdings LLC and Burlington Holdings Finance, Inc. sell assets or experience certain changes of control, it must offer to purchase the Holdco Notes.

The Company used the net proceeds from the offering of the Holdco Notes to pay a special cash dividend of $336.0 million, in the aggregate, to the Class L and Class A common stockholders of the Company.

On November 7, 2013, the Company redeemed $221.8 million aggregate principal amount of the Holdco Notes. In accordance with ASC Topic No. 405-20, “Extinguishments of Liabilities,” the Company recognized a loss on the extinguishment of long-term debt of $14.7 million, which included $4.4 million in redemption premiums and $3.8 million and $6.5 million for the write-off of the unamortized original issue discount and deferred financing costs, respectively. The $14.7 million loss is recorded in the line item “Loss on Extinguishment of Debt” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended February 1, 2014.

On March 5, 2014, the Issuers sent an irrevocable notice to the holders of the Holdco Notes to redeem a portion of the Holdco Notes. Refer to Note 21 to the Company’s Consolidated Financial Statements, “Subsequent Events,” for further details of the redemption of the Holdco Notes.

ABL Line of Credit

On September 2, 2011, the Company completed an amendment and restatement of the credit agreement governing the Company’s $600.0 million ABL Line of Credit, which, among other things, extended the maturity date to September 2, 2016. The aggregate amount of commitments under the amended and restated credit agreement is $600.0 million and, subject to the satisfaction of certain conditions, the Company may increase the aggregate amount of commitments up to $900.0 million. Interest rates under the amended and restated credit agreement are based on LIBO rates as determined by the administrative agent plus an applicable margin of 1.75% to 2.25% based on daily availability, or various prime rate loan options plus an applicable margin of 0.75% to 1.25% based on daily availability. The fee on the average daily balance of unused loan commitments is 0.375%. Prior to the modification, commitment fees of 0.75% to 1.0% were charged on the unused portion of the facility and were included in the line item “Interest Expense” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The ABL Line of Credit is collateralized by a first lien on the Company’s inventory and receivables and a second lien on the Company’s real estate and property and equipment.

The Company believes that the amended and restated credit agreement provides the liquidity and flexibility to meet its operating and capital requirements over the remaining term of the ABL Line of Credit. Further, the calculation of the borrowing base under the amended and restated credit agreement has been amended to allow for increased availability, particularly during the September 1st through December 15th period of each year. At February 1, 2014 and February 2, 2013, the Company had $456.2 million and $422.7 million available under the ABL Line of Credit, respectively. The maximum borrowings under the ABL Line of Credit during Fiscal 2013 and Fiscal 2012 were $148.6 million and $213.7 million, respectively. Average borrowings under the ABL Line of Credit amounted to $35.4 million at an average interest rate of 2.1% during Fiscal 2013 and $34.5 million at an average interest rate of 2.1% during Fiscal 2012. There were no amounts outstanding under the ABL Line of Credit as of February 1, 2014 or February 2, 2013.

As of February 1, 2014, BCFIH was in compliance with all of its financial covenants. The agreements regarding the ABL Line of Credit and the Term Loan Facility, as well as the indenture governing the Senior Notes, contain covenants that, among other things (i) limit BCFIH’s ability, and the ability of their restricted subsidiaries, to pay dividends on, redeem or repurchase common stock; (ii) make investments; (iii) incur additional indebtedness or issue preferred stock; (iv) create liens; (v) permit dividends or other restricted payments by BCFIH’s subsidiaries; (vi) sell all or substantially all of BCFIH’s assets or consolidate or merge with or into other companies; and (vii) engage in transactions with affiliates.

Scheduled maturities of the Company’s long-term debt and capital lease obligations, as they exist as of February 1, 2014, in each of the next four fiscal years and thereafter are as follows:


	*(in thousands)*
	Long- Term Debt			Capital Lease Obligations			Total
Fiscal years:
2014	$	58,000		$	1,026		$	59,026
2015		—			1,070			1,070
2016		—			1,262			1,262
2017		834,507			1,624			836,131
2018		70,223			1,646			71,869
Thereafter		450,000			16,571			466,571

Total		1,412,730			23,199			1,435,929
Less: Unamortized Discount		(7,744	)		—			(7,744	)

Total		1,404,986			23,199			1,428,185
Less: Current Portion		(58,000	)		(1,026	)		(59,026	)

Long Term Debt	$	1,346,986		$	22,173		$	1,369,159

The capital lease obligations noted above are exclusive of interest charges of $1.8 million, $1.8 million, $1.7 million, $1.8 million, $1.5 million and $5.7 million for the fiscal years ended January 31, 2015, January 30, 2016, January 28, 2017, February 3, 2018, February 2, 2019 and thereafter, respectively.

The Company has $30.1 million and $24.9 million in deferred financing fees related to its long term debt instruments recorded in the line item “Other Assets” in the Company’s Consolidated Balance Sheets as of February 1, 2014 and February 2, 2013, respectively. Amortization of deferred financing fees amounted to $9.6 million, $5.8 million and $8.3 million during Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively, and is included in the line item “Interest Expense” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). During Fiscal 2013 the Company incurred new deferred financing fees of $1.6 million and $8.6 million as a result of the Second Amendment and the Third Amendment, respectively, and $11.9 million as a result of the issuance of the Holdco Notes. During Fiscal 2013, the Company wrote off $0.3 million, $0.5 million, and $6.5 million of deferred financing costs and accumulated amortization related to the Third Amendment, prepayment of Term Loan Facility and redemption of the Holdco Notes, respectively.

Amortization expense related to the deferred financing fees as of February 1, 2014 for each of the next five fiscal years and thereafter is estimated to be as follows:


Fiscal years	*(in thousands)*
2014	$	8,642
2015		8,641
2016		7,714
2017		2,121
2018		1,303
Thereafter		107

Total(1)	$	28,528

(1)	The table above is exclusive of the $1.6 million of deferred financing costs to be written off as a result of the April 4, 2014 Holdco note redemption. Refer to Note 21, “Subsequent Events,” for further discussion.

Deferred financing fees have a weighted average amortization period of approximately 3.5 years.

Capital Stock

12 Months Ended

Feb. 01, 2014

Capital Stock

10. Capital Stock

Capital Structure after the Reclassification

Common Stock

In conjunction with the Reclassification on October 2, 2013, all of the outstanding Class L common converted into Class A common stock, was adjusted for the 11-for-1 split, and then was reclassified into 58,299,197 shares of Common Stock.

As of February 1, 2014, 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.

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.

Voting Rights

Each holder of the Company’s common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. The Company’s amended and restated bylaws provide that the presence, in person or by proxy, of holders of shares representing a majority of the outstanding shares of capital stock entitled to vote at a stockholders’ meeting shall constitute a quorum. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law or the Company’s certificate of incorporation, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights.

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.

The Company does, and intends to continue to, retain all available funds and any future earnings to fund the development and growth of the Company’s business, and therefore the Company does not anticipate paying any cash dividends in the foreseeable future. Additionally, the Company’s ability to pay dividends on the Company’s common stock will be limited by restrictions on the ability of the subsidiaries of the Company and us to pay dividends or make distributions under the terms of current and any future agreements governing the Company’s indebtedness. Any future determination to pay dividends will be at the discretion of the Company’s Board of Directors, subject to compliance with covenants in the Company’s current and future agreements governing the Company’s indebtedness, and will depend upon the Company’s results of operations, financial condition, capital requirements and other factors that the Company’s Board of Directors deems relevant.

Other Rights

Each holder of common stock is subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that the Company may designate and issue in the future.

Liquidation Rights

If the Company is involved in a consolidation, merger, recapitalization, reorganization, or similar event, each holder of common stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Preferred Stock

The Company does not have any shares of preferred stock 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 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 DGCL). 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.

Capital Structure prior to the Reclassification

General

On February 2, 2013, the Company had 5,769,356 shares, 5,232,118 shares and 5,183,506 shares of Class L common stock, par value $0.001 per share authorized, issued and outstanding, respectively.

Immediately prior to the Reclassification on October 2, 2013, there were 66 stockholders of record of both the Company’s Class A common stock and Class L common stock, and the Company had outstanding 524,692,773 shares of Class A common stock and 5,299,927 shares of Class L common stock.

Common Stock

The Company’s charter authorized the Company to issue 588,685,600 shares of common stock consisting of:

(a)

582,771,244 shares of common stock, par value $0.0001 per share; and

(b)

5,914,356 shares of Class L common stock, par value $0.001 per share.

Class L common stock was legally designated as common stock, but was entitled to a priority return preference equal to the sum of (i) $81 per share base amount plus (ii) an amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly).

After payment of all preferential rights attributable to the Class L common stock, each share of the Class A common stock and Class L common stock would participate ratably in all distributions by the Company to the holders of its common stock. All holders of Class L and Class A common stock were entitled to one vote per share on all matters to be voted on by the Company’s stockholders.

Class L common stock was mandatorily convertible to Class A common stock in the event of an Initial Public Offering (IPO) or Realization Event, as determined by the Board of Directors of the Company. Each outstanding share of Class L common stock was convertible into (i) a number of shares of Class A common stock equal to one plus a number of additional shares of Class A common stock determined by dividing the accreted preference (which was equal to the Class L base amount of $81 per share plus an amount sufficient to generate an internal rate of return of 14.5% per annum on the Class L common stock base amount) by the applicable per share price (as defined in the Company’s charter) in the event that the total equity value was greater than the Class L Conversion Amount (as defined in the Company’s charter) and (ii) one share of Class A common stock in the event that the total equity value was less than or equal to the Class L Conversion Amount. The Class L shares, as a hybrid instrument, were classified as temporary equity within the Company’s Consolidated Balance Sheets pursuant to ASC 480, “Distinguishing Liabilities from Equity.”

Upon liquidation of the Company, the Class A and Class L stockholders were to be paid in the following order of priority:

The holders of Class L common stock, as a single and separate class, were entitled to receive all liquidation distributions until each share had been paid an amount equal to Class L base amount of $81 per share.

After all holders of Class L common stock had received their distributions, any additional distributions were to be made to each holder of both Class A and Class L common stock as a single class pro-rata based on the number of outstanding shares of Class A and Class L common stock, provided that, for purposes of the distributions in this paragraph 2, each share of Class L common stock were to be deemed to be converted into a number of Class A shares equal to the Class L Conversion Constant, as determined by the Board of Directors of the Company.

Treasury Stock

The Company accounts for treasury stock under the cost method.

Dividend

During the first quarter of Fiscal 2011, the Company declared a cash dividend of $300.0 million in the aggregate ($5.40 per unit, which consisted of one share of Class L common stock together with 99 shares of Class A common stock), payable in accordance with the Company’s charter to the then-current holders of the Company’s Common Stock. Of the $300.0 million, $0.4 million was forfeited and reverted back to the Company as a result of certain members of management forfeiting their shares before they became fully vested.

During the first quarter of Fiscal 2013, the Company declared a cash dividend of $336.0 million in the aggregate ($5.89 per unit, which consisted of one share of Class L common stock together with 99 shares of Class A common stock), payable in accordance with the Company’s charter to the then-current holders of the Company’s Common Stock.

Net Income (Loss) Per Share

12 Months Ended

Feb. 01, 2014

11. Net Income (Loss) Per Share

Immediately prior to the Reclassification on October 2, 2013, net income (loss) per share was calculated using the two-class method, which is an earnings allocation formula that determines net income (loss) per share for the holders of the Company’s Class A common stock and the holders of Class L common stock. Holders of Class L shares contained participation rights with respect to certain distributions, as defined.

The numerator in calculating Class L basic and diluted income per share was the Class L preference amount, as defined above, for all outstanding L Shares, accrued at 14.5% per annum during the year presented plus, if positive, a pro rata share of an amount equal to consolidated net income less the Class L preference amount.

The numerator in calculating common stock basic loss per share was consolidated net income (loss) less the Class L preference amount. In determining the net loss attributable to common stockholders for computing diluted loss per share, the Company decreased the income and/or increased the loss to reflect the annual preference amount for dilutive Class L common stock equivalents. This amount did not impact Class L diluted income per share because diluted earnings per share would be increased when taking the dilutive common stock equivalents into account, and thus be antidilutive.

Immediately after the Reclassification on October 2, 2013, dilutive net income (loss) per share is calculated using the treasury stock method.

The computation of basic and diluted earnings per common share is as follows:


	*(in thousands, except per share data)*
	Fiscal Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Net Income (Loss)	$	16,150		$	25,301		$	(6,272	)
Class L Preference Amount		(111,282	)		(146,923	)		(123,270	)

Net Loss Attributable to Common Stockholders	$	(95,132	)	$	(121,622	)	$	(129,542	)

Allocation of Net Income (Loss) to Common Stockholders—Basic:
Class L Stockholders	$	111,282		$	146,923		$	123,270

Common Stockholders		(95,132	)		(121,622	)		(129,542	)

Net Income (Loss) Per Share—Basic:
Class L Stockholders	$	31.93		$	28.76		$	24.58

Common Stockholders	$	(0.26	)	$	(0.24	)	$	(0.26	)

Allocation of Net Income (Loss) to Common Stockholders —Diluted:
Net Loss Attributable to Common Stockholders	$	(95,132	)	$	(121,622	)	$	(129,542	)
Class L Preference Amount of Common Stock Equivalents		(49,260	)		(12,464	)		(11,282	)

Allocation of Net Loss to Common Stockholders	$	(144,392	)	$	(134,086	)	$	(140,824	)

Net Income (Loss) Per Share—Diluted:
Class L Stockholders	$	31.93		$	28.76		$	24.58

Common Stockholders	$	(0.39	)	$	(0.27	)	$	(0.28	)

Weighted Average Number of Shares—Basic:
Class L Stockholders		3,485			5,109			5,016

Common Stockholders		369,567			505,802			496,606

Weighted Average Number of Shares—Diluted:
Class L Stockholders		3,485			5,109			5,016

Common Stockholders		370,040			505,802			496,606

The Company determined the Class L Preference Amount of Common Stock Equivalents based upon the Class L diluted common stock equivalents multiplied by (i) $81 per share base amount plus (ii) the annual impact of the amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly).

As of February 1, 2014, there were unvested options outstanding to purchase common stock of 3,527,800 shares, all of which may be dilutive in the future.

As of February 2, 2013 and January 28, 2012, there were unvested options outstanding to purchase Class L Common Stock of 255,457 shares and 290,464 shares, respectively, and there were unvested options outstanding to purchase Class A Common Stock of 25,290,243 shares and 28,755,936 shares, respectively.

As of February 1, 2014, there were non-vested restricted stock units of common stock of 81,396 shares. All of which may be dilutive in the future.

As of February 2, 2013 and January 28, 2012, there were non-vested restricted stock units of Class L Common Stock of 5,000 shares and 28,122 shares, respectively, and there were non-vested restricted stock units of Class A Common Stock of 495,000 shares and 2,784,078 shares, respectively.

Changes in Class L Common Stock

The changes in Class L Common Stock were as follows (in thousands, except share data):


	February 1, 2014						February 2, 2013						January 28, 2012
	Shares			Amount			Shares			Amount			Shares			Amount
Class L Common Stock, beginning of year		5,183,506		$	1,029,189			5,104,677		$	884,945			5,050,924		$	790,755
Issuance of Class L Common Stock		117,588			2,531			73,940			2,155			60,549			1,961
Issuance/Forfeiture of Restricted Shares and Compensation		—			61			5,000			488			(6,636	)		1,187
Repurchase of Class L Common Stock		—			—			(111	)		(7	)		(160	)		(6	)
Dividend		—			(33,600	)		—			37			—			(30,000	)
Accretion of Class L Preferred Return		—			104,859			—			141,571			—			121,048
Other		(1,167	)		(21	)		—			—			—			—
Conversion of Class L Stock to Common Stock		(5,299,927	)		(1,103,019	)		—			—			—			—

Class L Common Stock, end of year		—		$	—			5,183,506		$	1,029,189			5,104,677		$	884,945

Accretion of Class L Preferred Return was determined based upon the outstanding shares owned by the Company’s majority stockholder multiplied by (i) $81 per share base amount plus (ii) an amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly).

The Company accounted for the fair value measurement of its Class L common stock in accordance with Topic No. 820, as described in Note 17, “Fair Value of Financial Instruments.” The inputs into the determination of fair value require significant management judgment or estimation. The fair value of the Company’s Class L common stock was classified as Level 2 of the fair value hierarchy as it was a model-derived valuation whose inputs are observable. As of February 2, 2013, the fair value of the Company’s outstanding Class L Common Stock was $316.8 million.

Stock Option and Award Plans and Stock-Based Compensation

The entire disclosure for earnings per share.

+ References+ Details

Stock Option and Award Plans and Stock-Based Compensation

12 Months Ended

Feb. 01, 2014

12. Stock Option and Award Plans and Stock-Based Compensation

On May 1, 2013, the Company’s Board of Directors approved the Company’s assumption and adoption of the 2006 Management Incentive Plan (the 2006 Plan) that was previously sponsored by Burlington Coat Factory Holdings, LLC. The Company’s 2013 Omnibus Incentive Plan (the 2013 Plan and, together with the 2006 Plan, the Plans) was adopted effective prior to and in connection with the Offering. The 2006 Plan and the 2013 Plan each provide for the granting of stock options, restricted stock and other forms of awards to key employees and directors of the Company or its affiliates. Prior to the Offering, grants made pursuant to the 2006 Plan were comprised of units of the Company’s common stock. Each “unit” consisted of 99 shares of the Company’s Class A common stock and one share of the Company’s Class L common stock. Awards previously granted under the 2006 Plan have been retroactively adjusted to reflect the Reclassification.

As of February 1, 2014, there were 10,125,258 shares of common stock authorized for issuance under the 2006 Plan and 6,000,000 shares of common stock authorized for issuance under the 2013 Plan.

Stock Options

The Company accounts for awards issued under the Plans in accordance with ASC Topic No. 718, “Stock Compensation.” Options granted during Fiscal 2013, Fiscal 2012 and Fiscal 2011 were all service-based awards and were granted under the 2006 Plan at exercise prices of (i) $4.55 per unit and $10.91 per unit from May 1, 2011 through May 17, 2012; (ii) $5.91 per unit and $10.91 per unit from May 17, 2012 through May 17, 2013; (iii) $4.55 per unit from May 17, 2013 through the date of the Offering; and (iv) $26.96 per share from the date of the Offering through February 1, 2014.

In February 2011, in connection with the debt refinancing, the Company’s Board of Directors approved and communicated that the exercise price of the options outstanding would be reduced. After an analysis was completed, the exercise prices of each outstanding option were reduced, from $8.18 per unit and $16.36 per unit, respectively, to $2.78 per unit and $10.96 per unit, respectively, without affecting the existing vesting schedules thereof. The amount of the reduction was ratified in April 2011. Upon application of modification accounting, which contemplates fair value of awards both before and after the debt refinancing and related dividends, the stock compensation cost did not change as a result of this modification.

During Fiscal 2013, the Company made a special one-time grant under the 2006 Plan to certain members of its management team which resulted in the grant of options to purchase an aggregate of 1,595,000 shares of common stock. These one-time grants vest 20% on each of the first five anniversaries of the Trigger Date. The Trigger Date is defined as the date after the vesting of all other options held by the grantee which were granted to the grantee prior to May 2013 and remain outstanding and unvested as of the date of the one-time grant. All other service-based awards granted during Fiscal 2011, Fiscal 2012 and Fiscal 2013 through the date of the Offering vest 40% on the second anniversary of the award with the remaining amount vesting ratably over the subsequent three years. All service-based awards granted subsequent to the Offering vest 25% on each of the first four anniversaries of the grant date. The final exercise date for any option granted is the tenth anniversary of the grant date.

In order to mitigate the impact of the $336.0 million dividend paid in connection with the issuance of the Holdco Notes in February 2013, the Company’s Board of Directors in May 2013 approved a modification to all then outstanding options through a combination of exercise price reductions and cash payments to option holders. The reduction of the exercise prices of each outstanding option was as follows:

•

from $2.78 per unit to $0.79—$1.65 per unit;

•

from $4.55 per unit to $0.79 per unit;

•

from $5.91 per unit to $0.79—$0.94 per unit;

•

from $10.91 per unit to $3.17—$5.02 per unit; and

•

from $10.96 per unit to $3.17—$5.07 per unit.

The modifications, through a combination of either reduced exercise prices or cash payments, did not affect the existing vesting schedules. The modification, which contemplated the fair value of awards both immediately before and after the modification, resulted in a total of $10.4 million of incremental compensation expense during Fiscal 2013 recorded in the line item “Stock Option Modification Expense” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss), of which $4.3 million is payable in cash. As of February 1, 2014, the Company expects to recognize $6.0 million of incremental compensation expense to be recorded over the remaining vesting periods. The $6.0 million of incremental compensation expense is comprised of $4.8 million, which is non-cash, and $1.2 million, which will be paid in cash.

With the exception of the special one-time grants made during Fiscal 2013, all options awarded pursuant to the 2006 Plan become exercisable upon a change of control as defined in the Stockholders Agreement. Unless determined otherwise by the plan administrator and except as otherwise set forth in the option holders’ stock agreement, upon cessation of employment, (1) options under the 2006 Plan that have not vested will terminate immediately and (2) unexercised vested options under the 2006 Plan will be exercisable for a period of 60 days.

Non-cash stock compensation expense during Fiscal 2013, Fiscal 2012 and Fiscal 2011 amounted to $10.2 million, $2.7 million and $5.8 million, respectively. The table below summarizes the types of stock compensation:


	*(in thousands)*
	Year Ended
Type of Non-Cash Stock Compensation	February 1, 2014		February 2, 2013		January 28, 2012
Stock Option Modification(a)	$	6,089	$	—	$	—
Stock Option Grants(b)		3,971		2,260		4,610
Restricted Stock Issuances(b)		143		487		1,187

Total (c)	$	10,203	$	2,747	$	5,797

(a)	Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during the Fiscal 2013 which is included in the line item “Stock Option Modification Expense” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

(b)	Included in the line item “Selling and Administrative Expenses” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

(c)	The tax benefit related to the Company’s non-cash stock compensation was $5.1 million, $1.0 million, and $2.3 during Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively.

As of February 1, 2014, the Company had 4,619,323 options outstanding to purchase shares of common stock, all of which are service-based awards issued under the 2006 Plan, and there was approximately $13.6 million of unearned non-cash stock-based option compensation, exclusive of the $6.0 million of incremental compensation associated with the modification, that the Company expects to recognize as expense over a weighted average period of 4.9 years. The service-based awards are expensed on a straight-line basis over the requisite service period. As of February 1, 2014, 23.6 percent of outstanding options to purchase shares of common stock under the 2006 Plan had vested. As of February 1, 2014, no awards were outstanding under the 2013 Plan.

Stock option transactions for the eight month period ended October 2, 2013 are summarized as follows:


	Number of Units			Weighted Average Exercise Price Per Unit
Options Outstanding February 2, 2013		424,231		$	6.96
Options Issued		175,500			4.55
Options Exercised(a)		(117,588	)		1.96
Options Forfeited		(56,402	)		6.82
Cancellation of Class A Units		(425,741	)		2.95

Options Outstanding October 2, 2013		—		$	—

(a)	Options exercised during the eight months ended October 2, 2013 had a total intrinsic value of $9.2 million.

As a result of the Reclassification on October 2, 2013, each outstanding share of the Company’s Class A common stock was automatically cancelled, each outstanding share of the Company’s Class L common stock was automatically converted into one share of the Company’s Class A common stock, effected for the 11-for-1 split, and then reclassified into common stock. The outstanding Class A options at the time of the Reclassification were reclassified into 4,683,151 common stock options. Stock option transactions during the four months ended February 1, 2014 are summarized below:


	Number of Shares			Weighted Average Exercise Price Per Share
Options Outstanding October 2, 2013		4,683,151		$	2.95
Options Issued		52,761			26.96
Options Exercised(b)		(27,598	)		1.55
Options Forfeited		(88,991	)		2.01

Options Outstanding February 1, 2014		4,619,323		$	3.25

(b)	Options exercised during the four months ended February 1, 2014 had a total intrinsic value of $0.8 million.

Non-vested stock option share transactions during the eight months ended October 2, 2013 are summarized below:


	Number of Units			Weighted Average Grant Date Fair Value Per Unit
Non-Vested Options Outstanding, February 2, 2013		255,457		$	3.06
Non-Vested Options Granted		175,500			5.64
Non-Vested Options Vested		(61,051	)		3.05
Non-Vested Options Forfeited		(22,263	)		3.41
Cancellation of Class A Units		(347,643	)		3.73

Non-Vested Options Outstanding, October 2, 2013		—		$	—

As a result of the Reclassification on October 2, 2013, each outstanding share of the Company’s Class A common stock was automatically cancelled, each outstanding share of the Company’s Class L common stock was automatically converted into one share of the Company’s Class A common stock, effected for the 11-for-1 split, and then reclassified into common stock. The outstanding non-vested Class A options at the time of the Reclassification were reclassified into 3,824,073 common stock options. Stock option transactions during the four months ended February 1, 2014 are summarized below:


	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Non-Vested Options Outstanding, October 2, 2013		3,824,073		$	3.73
Non-Vested Options Granted		52,761			10.96
Non-Vested Options Vested		(276,432	)		0.62
Non-Vested Options Forfeited		(72,602	)		2.48

Non-Vested Options Outstanding, February 1, 2014		3,527,800		$	4.13

The following table summarizes information about the options to purchase shares that were outstanding under the 2006 Plan as well as options that were exercisable under the 2006 Plan as of February 1, 2014:


	Options Outstanding				Options Exercisable
Exercise Prices	Number Outstanding At February 1, 2014		Weighted Average Remaining Contractual Life (Years)		Number Exercisable at February 1, 2014		Weighted Average Remaining Contractual Life (Years)
$0.79 - $0.94		1,761,067		6.5		637,343		5.4
$1.65		14,674		3.6		—		—
$3.17		524,524		6.1		259,510		4.7
$4.55 - $5.91		2,266,297		8.9		194,670		5.8
$26.96		52,761		10.0		—		—

		4,619,323				1,091,523

The aggregate intrinsic value of options outstanding as of February 1, 2014 was $103.2 million.

The following table summarizes information about the stock options vested and expected to vest during the contractual term:


Exercise Prices	Options		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
Vested and Expected to Vest as of February 1, 2014		4,445,723		7.7	$	3.23

The aggregate intrinsic value of options vested and expected to vest as of February 1, 2014 was $99.4 million.

The fair value of each stock option granted was estimated on the date of grant using the Monte Carlo Simulation option pricing model through the date of the Offering and the Black Scholes option pricing model from the date of the Offering through February 1, 2014. The fair value of each stock option granted was estimated using the following assumptions:


	Fiscal 2013	Fiscal 2012	Fiscal 2011
Risk-Free Interest Rate	1.7 – 2.09%	1.0 – 1.3%	1.3 – 3.4%
Expected Volatility	36.8 – 38.0%	35.00%	31.10%
Expected Life (years)	6.25 – 7.4	6.6	6.4 – 9.3
Contractual Life (years)	10.0	10.0	10.0
Expected Dividend Yield	0.0%	0.0%	0.0%
Weighted Average Grant Date Fair Value of Options Issued at an exercise price of:
$2.78	N/A	N/A	$3.11
$4.55	5.64	$2.56	$2.46
$5.91	N/A	$4.31	N/A
$10.91	N/A	$2.78	$1.67
$10.96	N/A	N/A	$1.85
$26.96	10.96	N/A	N/A

The weighted average grant date fair value of options granted has varied from period to period due to changes in the Company’s business enterprise value and stock price. For additional information related to enterprise value, refer to Note 6, “Goodwill.”

Restricted Stock Awards

Under the 2006 Plan, the Company also has the ability to grant shares of restricted stock. During Fiscal 2013, the Company granted 26,396 shares of restricted stock. During Fiscal 2012, the Company granted 5,000 shares of restricted stock, consisting of 99 shares of Class A Common Stock and one share of Class L Common Stock. During Fiscal 2011, the Company did not grant any shares of restricted stock. For Fiscal 2013, the fair value of each share of restricted stock granted under the 2006 Plan was estimated using the closing price of the Company’s common stock on the date of grant. For Fiscal 2012, the fair value of each unit of restricted stock granted under the 2006 Plan is estimated on the date of grant using inputs that include the Company’s business enterprise value, the book value of outstanding debt and the number of shares of common stock outstanding. All shares of restricted stock granted to date under the 2006 Plan are service-based awards. Shares of restricted stock are expensed on a straight-line basis over the requisite service period of three to four years. Following a change of control, as defined by the 2006 Plan, all unvested shares of restricted stock shall accelerate and vest as of the date of such change of control.

As of February 1, 2014, there was approximately $0.8 million of unearned non-cash stock-based compensation that the Company expects to recognize as an expense over the next 3.3 years. At February 1, 2014, 1,006,060 of the outstanding shares of restricted stock had vested.

Award Grant, Vesting and Forfeiture transactions during the eight month period ended October 2, 2013 are summarized as follows:


	Number of Awards			Weighted Average Grant Date Fair Value Per Awards
Non-Vested Awards Outstanding, February 2, 2013		5,000		$	5.56
Awards Granted		—			—
Awards Vested		—			—
Cancellation of Class A Units		(5,000	)		5.56

Non-Vested Awards Outstanding, October 2, 2013		—		$	—

As a result of the Reclassification on October 2, 2013, each outstanding share of the Company’s Class A common stock was automatically cancelled, each outstanding share of the Company’s Class L common stock was automatically converted into one share of the Company’s Class A common stock, effected for the 11-for-1 split, and then reclassified into common stock. Award Grant, Vesting and Forfeiture transactions during the four months ended February 1, 2014 are summarized below:


	Number of Shares		Weighted Average Exercise Price Per Share
Non-Vested Awards Outstanding, October 2, 2013		55,000	$	5.56
Awards Granted		26,396		27.22
Awards Vested		—		—

Non-Vested Awards Outstanding, February 1, 2014		81,396	$	12.58

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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Lease Commitments

12 Months Ended

Feb. 01, 2014

Lease Commitments

13. Lease Commitments

The Company leases stores, distribution facilities and office space under operating and capital leases that will expire principally during the next thirty years. The leases typically include renewal options and escalation clauses and provide for contingent rentals based on a percentage of gross sales.

The following is a schedule of future minimum lease payments having an initial or remaining term in excess of one year:


	*(in thousands)*
Fiscal Year	Operating Leases(a)		Capital Leases
2014	$	249,620	$	2,704
2015		253,334		3,016
2016		238,591		3,011
2017		218,149		3,389
2018		190,477		3,139
Thereafter		648,251		22,249

Total Minimum Lease Payments		1,798,422		37,508
Amount Representing Interest		—		(14,309	)

Total Future Minimum Lease Payments	$	1,798,422	$	23,199

(a)	Total future minimum lease payments include $73.6 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $159.3 million of minimum lease payments for 13 stores and one warehouse that the Company has committed to open during Fiscal 2014.

The above schedule of future minimum lease payments has not been reduced by future minimum sublease rental income of $36.9 million relating to operating leases under non-cancelable subleases and other contingent rental agreements.

The following is a schedule of net rent expense for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	*(in thousands)*
	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Rent Expense:
Minimum Rental Payments	$	239,049		$	219,982		$	197,327
Contingent Rental Payments		3,614			3,056			2,689
Straight-Line Rent Expense		8,182			12,115			9,211
Lease Incentives Amortization		(21,557	)		(18,590	)		(15,869	)
Amortization of Purchased Lease Rights		958			1,033			901

Total Rent Expense(a)		230,246			217,596			194,259
Less All Rental Income(b)		(19,613	)		(19,721	)		(19,113	)

Total Net Rent Expense	$	210,633		$	197,875		$	175,146

(a)	Included in the line item “Selling and Administrative Expenses” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

(b)	Included in the line item “Other Revenue” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Employee Retirement Plans

The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.

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Employee Retirement Plans

12 Months Ended

Feb. 01, 2014

14. 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 for eight years 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). Under the Company’s 401(k) Plan, the Company is able to utilize monies recovered through forfeitures to fund some or all of the annual 401(k) Plan match expense. A forfeiture is the portion of the Company’s profit sharing contribution that is lost by a 401(k) Plan participant who terminates employment prior to becoming fully vested in such contribution.

During Fiscal 2013, the Company recorded $5.1 million of 401(k) Plan match expense. The Company used less than $0.1 million of 401(k) Plan forfeitures during Fiscal 2013 to fund a portion of the 401(k) Plan match for the 2013 401(k) Plan Year, which ended on December 31, 2013.

During Fiscal 2012, the Company recorded $4.3 million of 401(k) Plan match expense. The Company used $0.3 million of 401(k) Plan forfeitures during Fiscal 2012 to fund a portion of the 401(k) Plan match for the 2012 401(k) Plan Year, which ended on December 31, 2012.

During Fiscal 2011, the Company recorded $3.6 million of 401(k) Plan match expense. The Company used $0.2 million of 401(k) Plan forfeitures during Fiscal 2011 to fund a portion of the 401(k) Plan match for the 2011 401(k) Plan year, which ended on December 31, 2011.

Restructuring and Separation Costs

12 Months Ended

Feb. 01, 2014

Restructuring and Separation Costs

15. Restructuring and Separation Costs

The Company accounts for restructuring and separation costs in accordance with ASC Topic No. 420, “Exit or Disposal Cost Obligations” (Topic No. 420). In accordance with Topic No. 420, the Company recorded a liability for one-time benefit costs related to the Company’s reorganization of certain positions within its stores and corporate locations during Fiscal 2013 and Fiscal 2012.

During Fiscal 2013 and Fiscal 2012, in an effort to improve workflow efficiencies and realign certain responsibilities, the Company effected a reorganization of certain positions within its stores and corporate locations. These changes to the Company’s workforce during Fiscal 2013 and Fiscal 2012 resulted in severance and restructuring charges of $2.2 million and $3.0 million, respectively, which are recorded in the line item “Restructuring and Separation Costs” in the Company’s Consolidated Statement of Operations and Comprehensive Income (Loss).

The table below summarizes the charges and payments related to the Company’s restructuring and separation costs, which are included in the line items “Other Current Liabilities” in the Company’s Consolidated Balance Sheet:


	*(in thousands)*
	February 2, 2013		Charges		Cash Payments			February 1, 2014
Severance-Restructuring	$	—	$	924	$	(924	)	$	—
Severance-Separation Cost		597		1,247		(1,611	)		233

Total	$	597	$	2,171	$	(2,535	)	$	233


	*(in thousands)*
	January 28, 2012		Charges		Cash Payments			February 2, 2013
Severance-Restructuring	$	—	$	1,225	$	(1,225	)	$	—
Severance-Separation Cost		979		1,774		(2,156	)		597

Total	$	979	$	2,999	$	(3,381	)	$	597

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References+ Details

Income Taxes

12 Months Ended

Feb. 01, 2014

Income Taxes

16. Income Taxes

Income (Loss) before income taxes are as follows for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	*(in thousands)*
	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Domestic	$	40,246		$	33,625		$	(7,618	)
Foreign		(7,888	)		(4,460	)		(2,802	)

Total Income (Loss) before income taxes	$	32,358		$	29,165		$	(10,420	)

Income tax expense (benefit) is as follows for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	*(in thousands)*
	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Current:
Federal	$	29,794		$	13,813		$	(11,847	)
State		4,036			(3,704	)		5,901
Foreign		351			291			2,499

Subtotal		34,181			10,400			(3,447	)

Deferred:
Federal		(17,045	)		(3,386	)		903
State		(928	)		(3,519	)		(1,235	)
Foreign		—			369			(369	)

Subtotal		(17,973	)		(6,536	)		(701	)

Total income tax expense (benefit)	$	16,208		$	3,864		$	(4,148	)

The tax rate reconciliations are as follows for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Tax at statutory rate (%)		35.0	%		35.0	%		(35.0	)%
State income taxes, net of federal		8.4			5.8			(9.5	)
Change in valuation allowance		4.9			1.8			14.8
Permanent items		0.6			(1.4	)		13.3
Tax credits		(7.7	)		(11.7	)		(30.5	)
Tax reserves		2.1			(14.1	)		(11.6	)
Deferred tax asset—stock compensation		8.3			—			—
Impact of change in state tax laws and rates		2.8			(2.1	)		9.0
Foreign taxes		(3.8	)		(1.2	)		9.7
Other		(0.5	)		1.2			—

Effective tax rate (%)		50.1	%		13.3	%		(39.8	)%

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


	*(in thousands)*
	February 1, 2014					February 2, 2013
	Tax Assets			Tax Liabilities		Tax Assets			Tax Liabilities
Current deferred tax assets and liabilities:
Allowance for doubtful accounts	$	43		$	—	$	32		$	—
Compensated absences		646			—		743			—
Inventory costs and reserves capitalized for tax purposes		5,392			—		6,977			—
Insurance reserves		8,085			—		6,985			—
Prepaid items and other items deductible for tax purposes		—			20,571		—			17,355
Sales return reserves	$	2,831		$	—	$	2,890		$	—
Reserves		515			—		331			—
Accrued interest		—			—		19			—
Prepaid items taxable for tax purposes		1,522			—		1,546			—
Deferred revenue		1,428			—		1,062			—
Employee benefit accrual		13,210			—		4,641			—
Deferred gain		—			—		—			1,203
Other		484			—		268			—
Valuation allowance		(110	)		—		(803	)		—

Total current deferred tax assets and liabilities	$	34,046		$	20,571	$	24,691		$	18,558

Non-Current deferred tax assets and liabilities:
Property and equipment basis adjustments	$	—		$	128,657	$	—		$	130,793
Deferred rent		31,809			—		28,266			—
Intangibles—long-lived		—			113,089		—			124,129
Intangibles—indefinite-lived		—			93,618		—			93,368
Insurance reserves		13,217			—		12,253			—
Employee benefit compensation		4,838			—		4,373			—
State net operating losses (net of federal benefit)		9,095			—		9,206			—
Prepaid items taxable for tax purposes		3,508			—		5,341			—
Landlord allowances		32,747			—		29,673			—
Accrued interest		3,538			—		2,991			—
Other		—			883		553			—
State credits		2,173			—		2,366			—
Federal and Puerto Rico tax credits		1,612			—		7,008			—
Valuation allowance		(8,998	)		—		(7,079	)		—

Total non-current deferred tax assets and liabilities	$	93,539		$	336,247	$	94,951		$	348,290

Net deferred tax liability				$	229,233				$	247,206

The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. Based on this evaluation, the Company believes no valuation allowances for federal income taxes are necessary.

As of February 1, 2014, the Company had available state and Puerto Rico net operating losses that can be carried forward to future years. The Company has $7.8 million of deferred tax assets recorded for state net operating losses, of which $5.7 million will expire between 2013 and 2025. Therefore, as of February 1, 2014, valuation allowances of $5.7 million were recorded against these losses. In addition, as of February 1, 2014, the Company has $1.3 million of deferred tax assets recorded for Puerto Rico net operating loss carryforwards that will begin to expire in 2020. Therefore, as of February 1, 2014, the Company has recorded a full valuation allowance of $1.3 million against these losses.

As of February 1, 2014, the Company had tax credit carryforwards that include $2.1 million of state credits that will begin to expire in 2021 and $1.6 million of Puerto Rico alternative minimum tax (AMT) credits that have an indefinite life. As of February 1, 2014, the Company has determined that it is more likely than not that the benefit from the Puerto Rico AMT credits will not be realized. Therefore, as of February 1, 2014, valuation allowances of $1.6 million were recorded against these credits.

If or when recognized, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be recorded to the Company’s Consolidated Statements of Operations and Comprehensive Income (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, 2011	$	23,271
Additions for tax positions of the current year		—
Additions for tax positions of prior years		6,383
Reduction for tax positions of prior years		(7,505	)
Settlements		—
Lapse of statute of limitations		—

Balance at January 28, 2012	$	22,149
Additions for tax positions of the current year		—
Additions for tax positions of prior years		—
Reduction for tax positions of prior years		(5,225	)
Settlements		—
Lapse of statute of limitations		—

Balance at February 2, 2013	$	16,924
Additions for tax positions of the current year		—
Additions for tax positions of prior years		—
Reduction for tax positions of prior years		(1,524	)
Settlements		—
Lapse of statute of limitations		(128	)

Balance at February 1, 2014	$	15,272

As of February 1, 2014, the Company reported total unrecognized benefits of $15.3 million, of which $6.0 million would affect the Company’s effective tax rate if recognized. As a result of previous positions taken, the Company recorded a increase of $1.3 million of interest and penalties during Fiscal 2013 in the line item “Income Tax Expense (Benefit)” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Cumulative interest and penalties of $11.7 million are recorded in the line item “Other Liabilities” in the Company’s Consolidated Balance Sheet. 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 2, 2013, the Company had total unrecognized benefits of $16.9 million, of which $6.1 million would affect the Company’s effective tax rate if recognized. As a result of previous positions taken, the Company recorded a reduction of $2.1 million of interest and penalties during Fiscal 2012 in the line item “Income Tax Expense (Benefit)” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Cumulative interest and penalties of $10.4 million are recorded in the line item “Other Liabilities” in the Company’s Consolidated Balance Sheet. 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.

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 2010 through 2013. The Company or its subsidiaries’ state income tax returns are open to audit for the fiscal years 2009 through 2013, which includes the Transition Period, under the applicable statutes of limitations. There are ongoing federal and state audits in several jurisdictions and the Company has accrued for possible exposures as required under Topic No. 740.

Fair Value of Financial Instruments

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References+ Details

Fair Value of Financial Instruments

12 Months Ended

Feb. 01, 2014

17. 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.

Financial Assets

The Company’s financial assets as of February 1, 2014 and February 2, 2013 include cash equivalents, interest rate cap agreements and a note receivable. The Company’s financial liabilities are discussed below. The carrying value of cash equivalents approximates fair value due to its short-term nature. The fair value of the interest rate cap agreements are determined using quotes that are based on models whose inputs are observable LIBOR forward interest rate curves. To comply with the provisions of Topic No. 820, the Company incorporates credit valuation adjustments to appropriately reflect both the Company’s non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of the Company’s interest rate cap agreements for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. As a result, the Company has determined that the inputs used to value this investment fall within Level 2 of the fair value hierarchy.

Although the Company has determined that the majority of the inputs used to value its interest rate cap agreements fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s interest rate cap agreements utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. As of February 1, 2014, the Company recorded credit valuation adjustments of less than $0.1 million to the overall valuation of the Company’s interest rate cap agreements. The credit valuation adjustment is not considered significant to the valuation of each of the individual interest rate cap agreements and as a result, the Company has determined that its interest rate cap agreement valuations in their entirety are classified as Level 2 within the fair value hierarchy.

The fair value of the note receivable is based on a discounted cash flow analysis whose inputs are unobservable, and therefore it falls within Level 3 of the fair value hierarchy.

The fair values of the Company’s financial assets and the hierarchy of the level of inputs are summarized below:


	*(in thousands)*
	Fair Value Measurements at February 1, 2014		Fair Value Measurements at February 2, 2013
Assets:
Level 1
Cash equivalents (including restricted cash)	$	32,324	$	34,972
Level 2
Interest rate cap agreements(a)	$	1	$	69
Level 3
Note Receivable(b)	$	—	$	385

(a)	Included in “Other Assets” within the Company’s Consolidated Balance Sheets. Refer to Note 8, “Derivatives and Hedging Activities,” for further discussion regarding the Company’s interest rate cap agreements.

(b)	The change in the fair value of our Level 3 note receivable is related to the Company receiving full payment during Fiscal 2013. As of February 2, 2013, this note receivable was included in “Prepaid and Other Current Assets” on the Company’s Consolidated Balance Sheets.

Financial Liabilities

The fair values of the Company’s financial liabilities are summarized below:


	*(in thousands)*
	February 1, 2014				February 2, 2013
	Carrying Amount(a)		Fair Value(a)		Carrying Amount(a)		Fair Value(a)
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017	$	828,839	$	836,091	$	863,084	$	874,232
$450,000 Senior Notes, 10% due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019		450,000		501,458		450,000		489,938
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from February 15, 2014 to February 15, 2018		126,147		128,512		—		—

Total debt	$	1,404,986	$	1,466,061	$	1,313,084	$	1,364,170

(a)	Capital lease obligations are excluded from the table above.

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. 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.

Due to the short term nature of the Company’s accounts receivable and accounts payable, their recorded values approximate fair value.

Commitments and Contingencies

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References+ Details

Commitments and Contingencies

12 Months Ended

Feb. 01, 2014

18. Commitments and Contingencies

Legal

The Company establishes reserves relating to legal claims, in connection with litigation to which the Company is party from time to time in the ordinary course of business. The aggregate amount of such reserves was $1.3 million and $0.9 million as of February 1, 2014 and February 2, 2013, respectively.

Like many retailers, the Company has been named in class or collective actions on behalf of various groups alleging violations of federal and state wage and hour and other labor statutes, and alleged violation of state consumer and/or privacy protection statutes. In the normal course of business, we are also party to various other lawsuits and regulatory proceedings including, among others, commercial, product, product safety, employee, customer, intellectual property 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 the Company does not believe that the amount of loss in excess of those recorded would be material to the Company’s consolidated financial position, any such loss could have a material adverse effect on the Company’s consolidated results of operations in the period(s) during which the underlying matters are resolved.

Letters of Credit

The Company had irrevocable letters of credit in the amounts of $43.9 million and $35.3 million as of February 1, 2014 and February 2, 2013, respectively.

Letters of credit outstanding as of February 1, 2014 and February 2, 2013 amounted to $28.8 million and $26.7 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 $15.1 million and $8.6 million at February 1, 2014 and February 2, 2013, respectively, related to certain merchandising agreements. Based on the terms of the credit agreement relating to the ABL Line of Credit, the Company had available letters of credit of $456.2 million and $422.7 million as of February 1, 2014 and February 2, 2013, respectively.

Purchase Commitments

The Company had $597.3 million of purchase commitments related to goods or services that were not received as of February 1, 2014.

Death Benefits

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

Related Party Transactions

The entire disclosure for commitments and contingencies.

+ References+ Details

Related Party Transactions

12 Months Ended

Feb. 01, 2014

19. Related Party Transactions

In connection with the purchase of the Company by Bain Capital in April of 2006, the Company entered into an advisory agreement with Bain Capital (the Advisory Agreement) pursuant to which Bain Capital provided management, consulting, financial and other advisory services. The Advisory Agreement had a 10-year initial term, and thereafter was subject to automatic one-year extensions unless the Company or Bain Capital provides written notice of termination, except that the agreement terminated automatically upon an initial public offering or a change of control of the Company. If the Advisory Agreement terminated early, Bain Capital would be entitled to receive all unpaid fees and unreimbursed out-of-pocket fees and expenses, as well as the present value of the periodic fee that would otherwise have been payable through the end of the 10-year term. The Advisory Agreement was terminated on October 2, 2013 in connection with the Offering. As a result of the termination, Bain Capital was paid a fee of $10.1 million which is included in the line item “Costs Related to Debt Amendments, Termination of Advisory Agreement and Other” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Prior to the termination of the Advisory Agreement, Bain Capital was paid a periodic fee of $1.0 million per fiscal quarter plus reimbursement for reasonable out-of-pocket fees, and a fee equal to 1% of the transaction value of certain financing, acquisition, disposition or change of control or similar transactions by or involving the Company. Fees paid to Bain Capital amounted to $2.9 million during Fiscal 2013 and $4.3 million during Fiscal 2012 and Fiscal 2011, and are included in the line item “Selling and Administrative Expenses” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

As of February 2, 2013, the Company had $0.6 million of prepaid advisory fees related to the Advisory Agreement, respectively, recorded within the line item “Prepaid and Other Current Assets” in the Company’s Consolidated Balance Sheets.

Bain Capital, either directly or through affiliates, has ownership interests in a broad range of companies (Portfolio Companies) with whom the Company may from time to time enter into commercial transactions in the ordinary course of business, primarily for the purchase of goods and services. The Company believes that none of the Company’s transactions or arrangements with Portfolio Companies are significant enough to be considered material to Bain Capital or to its business.

The brother-in-law of one of the Company’s Executive Vice Presidents is an independent sales representative of one of the Company’s suppliers of merchandise inventory. This relationship predated the commencement of the Executive Vice President’s employment with the Company. The Company has determined that the dollar amount of purchases through such supplier represents an insignificant amount of its inventory purchases.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References+ Details

Quarterly Results

12 Months Ended

Feb. 01, 2014

Quarterly Results

20. Quarterly Results (Unaudited)

In the opinion of the Company’s management, the accompanying unaudited interim Consolidated Financial Statements contain all adjustments which are necessary for a fair presentation of the quarters presented. The operating results for any quarter are not necessarily indicative of the results of any future quarter.


	*(in thousands, except share data)*
Year ended February 1, 2014:	Quarter Ended
	May 4, 2013			August 3, 2013			November 2, 2013			February 1, 2014
Net Sales	$	1,065,013		$	963,711		$	1,064,502		$	1,334,277
Gross Margin(1)		397,361			363,391			414,865			555,929
Net Income (Loss)		(5,563	)		(25,014	)		(16,857	)		63,584
Net Income (Loss) Per Share—Basic(2)(3):
Class L Stockholders		7.91			8.01			8.04			—
Common Stockholders		(0.09	)		(0.13	)		(0.12	)		0.86
Net Income (Loss) Per Share—Diluted(2)(3):
Class L Stockholders		7.91			8.01			8.04			—
Common Stockholders		(0.09	)		(0.22	)		(0.12	)		0.84


	*(in thousands, except share data)*
Year ended February 2, 2013:	Quarter Ended
	April 28, 2012			July 28, 2012			October 27, 2012			February 2, 2013(4)
Net Sales	$	982,422		$	864,181		$	967,894		$	1,316,882
Gross Margin(1)		362,537			320,632			373,505			544,581
Net Income (Loss)		(3,940	)		(31,257	)		(7,447	)		67,945
Net Income (Loss) Per Share—Basic(2)(3):
Class L Stockholders		6.73			6.95			7.12			7.96
Common Stockholders		(0.08	)		(0.13	)		(0.09	)		0.05
Net Income (Loss) Per Share—Diluted(2)(3):
Class L Stockholders		6.73			6.95			7.12			7.96
Common Stockholders		(0.08	)		(0.14	)		(0.09	)		0.05

(1)	Gross margin is equal to net sales less cost of sales.

(2)	Quarterly EPS results may not equal full year amounts due to rounding

(3)	All per share amounts have been adjusted for the 11-for-1 stock split effective immediately prior to the Company’s initial public offering, which was completed on October 7, 2013.

(4)	The quarter ended February 2, 2013 consisted of 14-weeks; all other quarters presented consisted of 13 weeks.

Schedule I-Condensed Financial Information of Registrant

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

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Subsequent Events

12 Months Ended

Feb. 01, 2014

Subsequent Events

21. Subsequent Events

Holdco Notes

On March 5, 2014, the Issuers irrevocably called for redemption, on April 4, 2014, $58.0 million aggregate principal amount of the Holdco Notes outstanding. As a result of the redemption notice, $58.0 million of the Holdco Notes have been classified within the current maturities of long-term debt within the Company’s Consolidated Balance Sheet as of February 1, 2014. In addition, the Company will recognize a loss on the extinguishment of long-term debt of approximately $3.7 million in the first quarter of Fiscal 2014 representing approximately $1.2 million in redemption premiums and the write off of approximately $1.6 million and $0.9 million in deferred financing costs and unamortized original issue discount, respectively.

Stockholders Agreement

On March 13, 2014, we, the managers and the investors entered into an Amended and Restated Stockholders Agreement (the “Amended Agreement”). The Amended Agreement provides that all managers other than such managers who are Senior Vice Presidents or above and such other persons designated from time to time by the Company’s board of directors as “senior managers” , may sell shares of our common stock subject to the Stockholders Agreement to the public, in accordance with applicable securities laws and the Company’s insider trading policy, as follows: up to 25% from and after adoption of Amended Agreement (the “Effective Date”), up to 50% from and after six months from the Effective Date, up to 75% from and after nine months from the Effective Date, and without quantity restriction from and after the one year anniversary of the Effective Date. Prior to the effectiveness of the Amended Agreement, managers were prohibited from selling shares of our common stock subject to the Stockholders Agreement other than in proportion to sales by the investors of their Company common stock until the expiration of the Stockholders Agreement, which will occur on the earlier of the fifth anniversary of our Offering or the time the investors have sold two-thirds (2/3) of their original holdings of our common stock. Senior managers remain subject to this restriction on sale under the Amended Agreement. In the event that the investors sell a percentage of their shares that is higher than the percentage allowed by the provision described above, all managers will be able to sell up to the percentage then sold by the investors. The Amended Agreement provides that non-senior managers will (i) be released from the Amended Agreement from and after the first anniversary of the Effective Date, and (ii) not have piggyback registration rights on future registered offerings of our common stock by the investors. Senior managers retain piggyback registration rights.

Schedule I-Condensed Financial Information of Registrant

12 Months Ended

Feb. 01, 2014

Schedule I

CONDENSED FINANCIAL INFORMATION

OF REGISTRANT

Parent Company Information

Burlington Stores, Inc.

Balance Sheets


	As of
	February 1, 2014			February 2, 2013
	(in thousands)
ASSETS:
Current Assets	$	3,523		$	996

Total Assets	$	3,523		$	996

LIABILITIES AND STOCKHOLDERS’ DEFICIT:
Current Liabilities	$	—		$	—

Negative Investment in Subsidiaries		153,991			81,265
Commitments and Contingencies		—			—
Common Stock Class L		—			1,029,189
Total Stockholders’ Deficit		(150,468	)		(1,109,458	)

Total Liabilities and Stockholders’ Deficit	$	3,523		$	996

See accompanying notes to Condensed Financial Statements.

CONDENSED FINANCIAL INFORMATION

OF REGISTRANT

Parent Company Information

Burlington Stores, Inc.

Statements of Operations and Comprehensive Income (Loss)


	Year Ended
	February 1, 2014		February 2, 2013 (53 weeks)		January 28, 2012
	(in thousands)
REVENUES:
Total Revenue	$	—	$	—	$	—
COSTS AND EXPENSES:
(Income) Loss from Equity Investment		—		—		—

Total Costs and Expenses		—		—		—

Income (Loss) Before Provision (Benefit) for Income Tax		—		—		—

Provision (Benefit) for Income Tax		—		—		—

Earnings from Equity Investment, Net of Income Taxes	$	16,150	$	25,301	$	(6,272	)

Net Income (Loss)	$	16,150	$	25,301	$	(6,272	)

Comprehensive Income (Loss)	$	16,150	$	25,301	$	(6,272	)

See accompanying notes to Condensed Financial Statements.

CONDENSED FINANCIAL INFORMATION

OF REGISTRANT

Parent Company Information

Burlington Stores, Inc.

Statements of Cash Flows


	Year Ended
	February 1, 2014			February 2, 2013 (53 weeks)			January 28, 2012

	(in thousands)
OPERATING ACTIVITIES:
Net Cash Provided by Operations	$	—		$	—		$	—


INVESTING ACTIVITIES:
Receipt of Dividends		—			—			187,513

Net Cash Used in Investing Activities		—			—			187,513


FINANCING ACTIVITIES:
Proceeds from Initial Public Offering		260,667			—			—
Offering Costs		(23,747	)		—			—
Receipt of Dividends		336,000			1,718			110,410
Payment of Dividends		(336,000	)		(1,711	)		(297,917	)
Purchase of Treasury Shares		—			(7	)		(6	)
Intercompany Financing Transactions		(236,920	)		(1,764	)		(2,024	)
Proceeds from Stock Option Exercises		2,527			2,760			2,024

Net Cash Used in Financing Activities		2,527			996			(187,513	)

Increase in Cash and Cash Equivalents		2,527			996			—
Cash and Cash Equivalents at Beginning of Period		996			—			—

Cash and Cash Equivalents at End of Period	$	3,523		$	996		$	—

See accompanying notes to Condensed Financial Statements.

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. Neither the Company nor any of its subsidiaries may declare or pay cash dividends or make other distributions of property to any affiliate unless such dividends are used for certain specified purposes including, among others, to pay general corporate and overhead expenses incurred by the Parent Company or its subsidiaries in the ordinary course of business, or the amount of any indemnification claims made by any director or officer of the Parent Company or its subsidiaries, to pay taxes that are due and payable by the Parent Company or any of its subsidiaries, or other eligible distributions, provided that no event of default under the Company’s debt agreements has occurred or will occur as the result of such interest payment.

The accompanying Condensed Financial Statements include the accounts of the Parent Company and, on an equity basis, its 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. These parent-only financial statements should be read in conjunction with Burlington Stores, Inc. audited Consolidated Financial Statements included elsewhere herein.

Amounts reported in the Balance Sheet for the year ended February 2, 2013 have been corrected to properly present amounts included in “Current Assets” and “Negative Investment in Subsidiaries.” The amounts were previously presented on a net basis in the amount of $80,269 within “Negative Investment in Subsidiaries.”

Amounts reported in the Statements of Operations and Comprehensive Income (Loss) for the years ended February 2, 2013 and January 28, 2012 have been corrected to present “Earnings from Equity Investment, Net of Income Taxes” on a net basis rather than a gross basis.

Amounts reported in the Statement of Cash Flows for the year ended January 28, 2012 have been corrected to present the portion of the “Receipt of Dividends” from subsidiaries that represent a return of the Parent Company’s investment as an Investing Activity. Furthermore, amounts reported in the Statement of Cash Flows for the years ended February 2, 2013 and January 28, 2012 have been corrected to reflect “Proceeds from Stock Option Exercises” and “Intercompany Financing Transactions,” which were not previously presented.

Note 2. Dividends

As discussed above, payment of dividends is prohibited under the Company’s credit agreements except in limited circumstances. Dividends equal to $336.0 million, $1.7 million and $297.9 million were paid during Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively. During Fiscal 2013, the Company used the net proceeds from the offering of the 9.00%/9.75% Senior Notes due 2018 issued by Burlington Holdings, LLC (Holdings LLC) and Burlington Holdings Finance, Inc. (Holdco Notes) to pay a special cash dividend of $336.0 million to the Class A and Class L stockholders on a pro rata basis. The dividend was approved by the Parent Company’s Board of Directors in February 2013. During Fiscal 2011, in connection with the offering of the 10% Senior Notes due 2019 and the refinancing of the $1.0 billion senior secured term loan facility, a cash dividend of approximately $300.0 million, in the aggregate, was declared payable to Class A and Class L stockholders on a pro rata basis. The dividend was approved by the Parent Company’s Board of Directors in February 2011 and $297.9 million of the dividend declared was paid in Fiscal 2011 and $1.7 million was paid in Fiscal 2012.

Schedule II - Valuation and Qualifying Accounts and Reserves

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

+ References+ Details

Schedule II - Valuation and Qualifying Accounts and Reserves

12 Months Ended

Feb. 01, 2014

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, 2014
Allowance for doubtful accounts	$	81	$	304		$	—	$	276	$	109
Sales reserves	$	2,774	$	256		$	295,107	$	295,533	$	2,604
Year ended February 2, 2013
Allowance for doubtful accounts	$	85	$	115		$	—	$	119	$	81
Sales reserves	$	2,303	$	(532	)	$	292,558	$	291,555	$	2,774
Year ended January 28, 2012
Allowance for doubtful accounts	$	175	$	1,211		$	—	$	1,301	$	85
Sales reserves	$	2,423	$	173		$	268,046	$	268,339	$	2,303

Notes:

(1)	Charged to merchandise sales.

(2)	Actual returns and allowances.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Feb. 01, 2014

Business

Business

Basis of Consolidation and Presentation

Basis of Consolidation and Presentation

Fiscal Years

Fiscal Years

Use of Estimates

Use of Estimates

Initial Public Offering

Initial Public Offering

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable

Inventories

Inventories

Property and Equipment

Property and Equipment

Capitalized Computer Software Costs

Capitalized Computer Software Costs

Intangible Assets

Intangible Assets

Goodwill

Goodwill

Other Assets

Other Assets

Other Current Liabilities

Other Current Liabilities


	*(in thousands)*
	Years Ended
	February 1, 2014		February 2, 2013
Short-Term Self Insurance Reserve(a)	$	23,553	$	21,165
Long-Term Self Insurance Reserve(b)		33,600		31,232

Total	$	57,153	$	52,397

(a)	Represents the portions of the self insurance reserve expected to be paid in the next twelve months which is recorded in the line item “Other Current Liabilities” in the Company’s Consolidated Balance Sheets.

(b)	The remaining self insurance reserve balance is recorded in the line item “Other Liabilities” in the Company’s Consolidated Balance Sheets.

Other Liabilities

Other Liabilities

Revenue Recognition

Revenue Recognition

Other Revenue

Other Revenue


	*(in thousands)*
	Years Ended
	February 1, 2014		February 2, 2013		January 28, 2012
Service Fees	$	13,711	$	13,284	$	13,096
Rental Income from Leased Departments		10,924		10,639		9,566
Subleased Rental Income and Other		9,849		10,202		10,735

Total	$	34,484	$	34,125	$	33,397

Advertising Costs

Advertising Costs

Barter Transactions

Barter Transactions


	*(in thousands)*
	February 1, 2014		February 2, 2013
Prepaid and Other Current Assets	$	2,842	$	2,553
Other Assets		7,718		10,551

Total Prepaid Advertising Expense	$	10,560	$	13,104

The following table details barter credit usage for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	*(in thousands)*
	Fiscal Years Ended
	February 1, 2014		February 2, 2013		January 28, 2012
Barter Credit Usage	$	2,544	$	3,776	$	4,712

Income Taxes

Income Taxes

Other Income, Net

Other Income, Net

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Lease Accounting

Lease Accounting

Stock-Based Compensation

Stock-Based Compensation

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Net income (loss) per share is calculated using the treasury stock method. Refer to Note 11, “Net Income (Loss) Per Share,” for further details.

Credit Risk

Credit Risk

Refinancing Costs

Refinancing Costs

Segment Information

Segment Information

The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (Topic No. 280). The Company has one reportable segment.

Reclassification

Reclassification

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Feb. 01, 2014

Self Insurance Reserves

Self insurance reserves as of February 1, 2014 and February 2, 2013 were:


	*(in thousands)*
	Years Ended
	February 1, 2014		February 2, 2013
Short-Term Self Insurance Reserve(a)	$	23,553	$	21,165
Long-Term Self Insurance Reserve(b)		33,600		31,232

Total	$	57,153	$	52,397

(a)	Represents the portions of the self insurance reserve expected to be paid in the next twelve months which is recorded in the line item “Other Current Liabilities” in the Company’s Consolidated Balance Sheets.

(b)	The remaining self insurance reserve balance is recorded in the line item “Other Liabilities” in the Company’s Consolidated Balance Sheets.

Other Revenue


	*(in thousands)*
	Years Ended
	February 1, 2014		February 2, 2013		January 28, 2012
Service Fees	$	13,711	$	13,284	$	13,096
Rental Income from Leased Departments		10,924		10,639		9,566
Subleased Rental Income and Other		9,849		10,202		10,735

Total	$	34,484	$	34,125	$	33,397

Prepaid Advertising Expense


	*(in thousands)*
	February 1, 2014		February 2, 2013
Prepaid and Other Current Assets	$	2,842	$	2,553
Other Assets		7,718		10,551

Total Prepaid Advertising Expense	$	10,560	$	13,104

Barter Credit Usage

The following table details barter credit usage for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	*(in thousands)*
	Fiscal Years Ended
	February 1, 2014		February 2, 2013		January 28, 2012
Barter Credit Usage	$	2,544	$	3,776	$	4,712

Property and Equipment (Tables)

12 Months Ended

Feb. 01, 2014

Property and Equipment

Property and equipment consist of:


		*(in thousands)*
	Useful Lives	February 1, 2014			February 2, 2013
Land	N/A	$	162,331		$	162,849
Buildings	20 to 40 Years		365,101			361,028
Store Fixtures and Equipment	3 to 10 Years		568,342			503,736
Software	3 to 5 Years		163,547			149,322
Leasehold Improvements	Shorter of lease term or useful life		432,644			405,199
Construction in Progress	N/A		35,996			19,041

			1,727,961			1,601,175
Less: Accumulated Depreciation			(825,304	)		(722,870	)

Total Property and Equipment, Net of Accumulated Depreciation and Amortization		$	902,657		$	878,305

Intangible Assets (Tables)

12 Months Ended

Feb. 01, 2014

Intangible Assets

Intangible assets at February 1, 2014 and February 2, 2013 consist primarily of tradenames and favorable lease positions as follows:


	*(in thousands)*
	February 1, 2014							February 2, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Tradenames	$	238,000	$	—		$	238,000	$	238,000	$	—		$	238,000

Favorable Leases	$	487,350	$	(194,797	)	$	292,553	$	502,155	$	(180,074	)	$	322,081

Amortization Expense of Favorable Leases

Amortization expense of favorable leases for each of the next five fiscal years is estimated to be as follows:


Fiscal years:	*(in thousands)*
2014	$	26,156
2015		24,228
2016		23,148
2017		23,317
2018		21,059

Total	$	117,908

Impairment Charges (Tables)

12 Months Ended

Feb. 01, 2014

Impairment Charges

Impairment charges during these periods related to the following:


	*(in thousands)*
	Fiscal Year Ended
Asset Categories	February 1, 2014		February 2, 2013		January 28, 2012
Favorable Leases	$	—	$	6,275	$	165
Leasehold Improvements		1,575		1,885		652
Building/Building Improvements		81		1,814		—
Furniture and Fixtures		970		950		457
Land		4		558		—
Other Assets		465		—		410
Other Property and Equipment		85		57		51

Total	$	3,180	$	11,539	$	1,735

Asset Impairments

Fair Value of Remaining Long-lived Assets

Of the remaining four stores that were partially impaired during Fiscal 2013, the table below sets forth by level within the fair value hierarchy their fair value subsequent to impairment charges as of February 1, 2014:


	*(in thousands)*
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Un- Observable Inputs (Level 3)		Total		Total Impairment Losses
Leasehold Improvements	$	—	$	—	$	1,803	$	1,803	$	1,575
Building/Building Improvements		—		1,517		—		1,517		81
Furniture and Fixtures		—		15		1,361		1,376		970
Land		—		713		—		713		4
Other Assets		—		—		1,471		1,471		465
Other Property and Equipment		—		5		178		183		85

Total	$	—	$	2,250	$	4,813	$	7,063	$	3,180

Derivatives and Hedging Activities (Tables)

12 Months Ended

Feb. 01, 2014

Interest Rate Risk Associated with Future Interest Payments on Variable-Rate Debt

(in thousands)

Fair Values of Derivative Instruments

Asset Derivatives

February 1, 2014

February 2, 2013

Derivatives Not Designated as Hedging Instruments Under Topic No. 815

Balance Sheet
Location

Fair
Value

Balance Sheet
Location

Fair
Value

Interest Rate Cap Agreements

Other Assets

(in thousands)

Liability Derivatives

February 1, 2014

February 2, 2013

Derivatives Not Designated as Hedging Instruments Under Topic No. 815

Balance Sheet
Location

Fair
Value

Balance Sheet
Location

Fair
Value

Interest Rate Cap Agreements

Other Liabilities

—

Other Liabilities

—

(in thousands)

(Gain) or Loss on Derivative Instruments

Location of
(Gain) or
Loss
Recognized in
Income on
Derivatives

Amount of (Gain) or Loss Recognized in
Income
on Derivatives

Year Ended

Derivatives Not Designated as Hedging Instruments Under Topic No. 815

February 1,
2014

February 2,
2013

January 28,
2012

Interest Rate Cap Agreements

Interest Expense

3,165

Long-Term Debt (Tables)

12 Months Ended

Feb. 01, 2014

Long Term Debt

Long-Term Debt consists of:


	*(in thousands)*
	February 1, 2014			February 2, 2013
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017.	$	828,839		$	863,084
$450,000 Senior Notes, 10%, due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019.		450,000			450,000
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from February 15, 2014 to February 15, 2018		126,147			—
Capital Lease Obligations		23,199			23,232

Total debt		1,428,185			1,336,316
Less: current maturities		(59,026	)		(784	)

Long-term debt, net of current maturities	$	1,369,159		$	1,335,532

Maturities of Long-Term Debt and Capital Lease Obligations

Scheduled maturities of the Company’s long-term debt and capital lease obligations, as they exist as of February 1, 2014, in each of the next four fiscal years and thereafter are as follows:


	*(in thousands)*
	Long- Term Debt			Capital Lease Obligations			Total
Fiscal years:
2014	$	58,000		$	1,026		$	59,026
2015		—			1,070			1,070
2016		—			1,262			1,262
2017		834,507			1,624			836,131
2018		70,223			1,646			71,869
Thereafter		450,000			16,571			466,571

Total		1,412,730			23,199			1,435,929
Less: Unamortized Discount		(7,744	)		—			(7,744	)

Total		1,404,986			23,199			1,428,185
Less: Current Portion		(58,000	)		(1,026	)		(59,026	)

Long Term Debt	$	1,346,986		$	22,173		$	1,369,159

Amortization Expense Related to Deferred Financing Fees

Amortization expense related to the deferred financing fees as of February 1, 2014 for each of the next five fiscal years and thereafter is estimated to be as follows:


Fiscal years	*(in thousands)*
2014	$	8,642
2015		8,641
2016		7,714
2017		2,121
2018		1,303
Thereafter		107

Total(1)	$	28,528

(1)	The table above is exclusive of the $1.6 million of deferred financing costs to be written off as a result of the April 4, 2014 Holdco note redemption. Refer to Note 21, “Subsequent Events,” for further discussion.

Computation of Basic and Diluted per Common Share

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

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-Name Regulation S-X (SX)

-Number 210

-Section 02

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Reference 7: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

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+ Details

Net Income (Loss) Per Share (Tables)

12 Months Ended

Feb. 01, 2014

The computation of basic and diluted earnings per common share is as follows:


	*(in thousands, except per share data)*
	Fiscal Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Net Income (Loss)	$	16,150		$	25,301		$	(6,272	)
Class L Preference Amount		(111,282	)		(146,923	)		(123,270	)

Net Loss Attributable to Common Stockholders	$	(95,132	)	$	(121,622	)	$	(129,542	)

Allocation of Net Income (Loss) to Common Stockholders—Basic:
Class L Stockholders	$	111,282		$	146,923		$	123,270

Common Stockholders		(95,132	)		(121,622	)		(129,542	)

Net Income (Loss) Per Share—Basic:
Class L Stockholders	$	31.93		$	28.76		$	24.58

Common Stockholders	$	(0.26	)	$	(0.24	)	$	(0.26	)

Allocation of Net Income (Loss) to Common Stockholders —Diluted:
Net Loss Attributable to Common Stockholders	$	(95,132	)	$	(121,622	)	$	(129,542	)
Class L Preference Amount of Common Stock Equivalents		(49,260	)		(12,464	)		(11,282	)

Allocation of Net Loss to Common Stockholders	$	(144,392	)	$	(134,086	)	$	(140,824	)

Net Income (Loss) Per Share—Diluted:
Class L Stockholders	$	31.93		$	28.76		$	24.58

Common Stockholders	$	(0.39	)	$	(0.27	)	$	(0.28	)

Weighted Average Number of Shares—Basic:
Class L Stockholders		3,485			5,109			5,016

Common Stockholders		369,567			505,802			496,606

Weighted Average Number of Shares—Diluted:
Class L Stockholders		3,485			5,109			5,016

Common Stockholders		370,040			505,802			496,606

Changes in Class L Common Stock

The changes in Class L Common Stock were as follows (in thousands, except share data):


	February 1, 2014						February 2, 2013						January 28, 2012
	Shares			Amount			Shares			Amount			Shares			Amount
Class L Common Stock, beginning of year		5,183,506		$	1,029,189			5,104,677		$	884,945			5,050,924		$	790,755
Issuance of Class L Common Stock		117,588			2,531			73,940			2,155			60,549			1,961
Issuance/Forfeiture of Restricted Shares and Compensation		—			61			5,000			488			(6,636	)		1,187
Repurchase of Class L Common Stock		—			—			(111	)		(7	)		(160	)		(6	)
Dividend		—			(33,600	)		—			37			—			(30,000	)
Accretion of Class L Preferred Return		—			104,859			—			141,571			—			121,048
Other		(1,167	)		(21	)		—			—			—			—
Conversion of Class L Stock to Common Stock		(5,299,927	)		(1,103,019	)		—			—			—			—

Class L Common Stock, end of year		—		$	—			5,183,506		$	1,029,189			5,104,677		$	884,945

Non-Cash Stock Compensation Expense

Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

+ References+ Details

Stock Option and Award Plans and Stock-Based Compensation (Tables)

12 Months Ended

Feb. 01, 2014

The table below summarizes the types of stock compensation:


	*(in thousands)*
	Year Ended
Type of Non-Cash Stock Compensation	February 1, 2014		February 2, 2013		January 28, 2012
Stock Option Modification (a)	$	6,089	$	—	$	—
Stock Option Grants (b)		3,971		2,260		4,610
Restricted Stock Issuances (b)		143		487		1,187

Total (c)	$	10,203	$	2,747	$	5,797

(a)	Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during the Fiscal 2013 which is included in the line item “Stock Option Modification Expense” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

(b)	Included in the line item “Selling and Administrative Expenses” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

(c)	The tax benefit related to the Company’s non-cash stock compensation was $5.1 million, $1.0 million, and $2.3 during Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively.

Stock Option Transactions

Stock option transactions for the eight month period ended October 2, 2013 are summarized as follows:


	Number of Units			Weighted Average Exercise Price Per Unit
Options Outstanding February 2, 2013		424,231		$	6.96
Options Issued		175,500			4.55
Options Exercised (a)		(117,588	)		1.96
Options Forfeited		(56,402	)		6.82
Cancellation of Class A Units		(425,741	)		2.95

Options Outstanding October 2, 2013		—		$	—

(a)	Options exercised during the eight months ended October 2, 2013 had a total intrinsic value of $9.2 million.

Stock option transactions during the four months ended February 1, 2014 are summarized below:


	Number of Shares			Weighted Average Exercise Price Per Share
Options Outstanding October 2, 2013		4,683,151		$	2.95
Options Issued		52,761			26.96
Options Exercised (b)		(27,598	)		1.55
Options Forfeited		(88,991	)		2.01

Options Outstanding February 1, 2014		4,619,323		$	3.25

(b)	Options exercised during the four months ended February 1, 2014 had a total intrinsic value of $0.8 million.

Non-Vested Stock Option Share Transactions

Non-vested stock option share transactions during the eight months ended October 2, 2013 are summarized below:


	Number of Units			Weighted Average Grant Date Fair Value Per Unit
Non-Vested Options Outstanding, February 2, 2013		255,457		$	3.06
Non-Vested Options Granted		175,500			5.64
Non-Vested Options Vested		(61,051	)		3.05
Non-Vested Options Forfeited		(22,263	)		3.41
Cancellation of Class A Units		(347,643	)		3.73

Non-Vested Options Outstanding, October 2, 2013		—		$	—

Stock option transactions during the four months ended February 1, 2014 are summarized below:


	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Non-Vested Options Outstanding, October 2, 2013		3,824,073		$	3.73
Non-Vested Options Granted		52,761			10.96
Non-Vested Options Vested		(276,432	)		0.62
Non-Vested Options Forfeited		(72,602	)		2.48

Non-Vested Options Outstanding, February 1, 2014		3,527,800		$	4.13

Information about Options to Purchase Shares


	Options Outstanding				Options Exercisable
Exercise Prices	Number Outstanding At February 1, 2014		Weighted Average Remaining Contractual Life (Years)		Number Exercisable at February 1, 2014		Weighted Average Remaining Contractual Life (Years)
$0.79 - $0.94		1,761,067		6.5		637,343		5.4
$1.65		14,674		3.6		—		—
$3.17		524,524		6.1		259,510		4.7
$4.55 - $5.91		2,266,297		8.9		194,670		5.8
$26.96		52,761		10.0		—		—

		4,619,323				1,091,523

Stock Options Vested and Expected to Vest

The following table summarizes information about the stock options vested and expected to vest during the contractual term:


Exercise Prices	Options		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
Vested and Expected to Vest as of February 1, 2014		4,445,723		7.7	$	3.23

Weighted Average Assumptions Used to Estimate Fair Value of Each Stock Option Granted


	Fiscal 2013	Fiscal 2012	Fiscal 2011
Risk-Free Interest Rate	1.7 – 2.09%	1.0 – 1.3%	1.3 – 3.4%
Expected Volatility	36.8 – 38.0%	35.00%	31.10%
Expected Life (years)	6.25 – 7.4	6.6	6.4 – 9.3
Contractual Life (years)	10.0	10.0	10.0
Expected Dividend Yield	0.0%	0.0%	0.0%
Weighted Average Grant Date Fair Value of Options Issued at an exercise price of:
$2.78	N/A	N/A	$3.11
$4.55	5.64	$2.56	$2.46
$5.91	N/A	$4.31	N/A
$10.91	N/A	$2.78	$1.67
$10.96	N/A	N/A	$1.85
$26.96	10.96	N/A	N/A

Award Grant Vesting and Forfeiture

Award Grant, Vesting and Forfeiture transactions during the eight month period ended October 2, 2013 are summarized as follows:


	Number of Awards			Weighted Average Grant Date Fair Value Per Awards
Non-Vested Awards Outstanding, February 2, 2013		5,000		$	5.56
Awards Granted		—			—
Awards Vested		—			—
Cancellation of Class A Units		(5,000	)		5.56

Non-Vested Awards Outstanding, October 2, 2013		—		$	—

Award Grant, Vesting and Forfeiture transactions during the four months ended February 1, 2014 are summarized below:


	Number of Shares		Weighted Average Exercise Price Per Share
Non-Vested Awards Outstanding, October 2, 2013		55,000	$	5.56
Awards Granted		26,396		27.22
Awards Vested		—		—

Non-Vested Awards Outstanding, February 1, 2014		81,396	$	12.58

Lease Commitments (Tables)

12 Months Ended

Feb. 01, 2014

Future Minimum Lease Payments

The following is a schedule of future minimum lease payments having an initial or remaining term in excess of one year:


	*(in thousands)*
Fiscal Year	Operating Leases(a)		Capital Leases
2014	$	249,620	$	2,704
2015		253,334		3,016
2016		238,591		3,011
2017		218,149		3,389
2018		190,477		3,139
Thereafter		648,251		22,249

Total Minimum Lease Payments		1,798,422		37,508
Amount Representing Interest		—		(14,309	)

Total Future Minimum Lease Payments	$	1,798,422	$	23,199

(a)	Total future minimum lease payments include $73.6 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $159.3 million of minimum lease payments for 13 stores and one warehouse that the Company has committed to open during Fiscal 2014.

Net Rent Expense

The following is a schedule of net rent expense for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	*(in thousands)*
	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Rent Expense:
Minimum Rental Payments	$	239,049		$	219,982		$	197,327
Contingent Rental Payments		3,614			3,056			2,689
Straight-Line Rent Expense		8,182			12,115			9,211
Lease Incentives Amortization		(21,557	)		(18,590	)		(15,869	)
Amortization of Purchased Lease Rights		958			1,033			901

Total Rent Expense(a)		230,246			217,596			194,259
Less All Rental Income(b)		(19,613	)		(19,721	)		(19,113	)

Total Net Rent Expense	$	210,633		$	197,875		$	175,146

(a)	Included in the line item “Selling and Administrative Expenses” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

(b)	Included in the line item “Other Revenue” in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Restructuring and Separation Costs (Tables)

12 Months Ended

Feb. 01, 2014

Charges Incurred Related to Restructuring and Separation Costs


	*(in thousands)*
	February 2, 2013		Charges		Cash Payments			February 1, 2014
Severance-Restructuring	$	—	$	924	$	(924	)	$	—
Severance-Separation Cost		597		1,247		(1,611	)		233

Total	$	597	$	2,171	$	(2,535	)	$	233


	*(in thousands)*
	January 28, 2012		Charges		Cash Payments			February 2, 2013
Severance-Restructuring	$	—	$	1,225	$	(1,225	)	$	—
Severance-Separation Cost		979		1,774		(2,156	)		597

Total	$	979	$	2,999	$	(3,381	)	$	597

Income Taxes (Tables)

12 Months Ended

Feb. 01, 2014

(Loss) Earnings Before Income Taxes

Income (Loss) before income taxes are as follows for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	*(in thousands)*
	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Domestic	$	40,246		$	33,625		$	(7,618	)
Foreign		(7,888	)		(4,460	)		(2,802	)

Total Income (Loss) before income taxes	$	32,358		$	29,165		$	(10,420	)

Income Tax (Benefit) Expense

Income tax expense (benefit) is as follows for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	*(in thousands)*
	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Current:
Federal	$	29,794		$	13,813		$	(11,847	)
State		4,036			(3,704	)		5,901
Foreign		351			291			2,499

Subtotal		34,181			10,400			(3,447	)

Deferred:
Federal		(17,045	)		(3,386	)		903
State		(928	)		(3,519	)		(1,235	)
Foreign		—			369			(369	)

Subtotal		(17,973	)		(6,536	)		(701	)

Total income tax expense (benefit)	$	16,208		$	3,864		$	(4,148	)

Tax Rate Reconciliations

The tax rate reconciliations are as follows for Fiscal 2013, Fiscal 2012 and Fiscal 2011:


	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Tax at statutory rate (%)		35.0	%		35.0	%		(35.0	)%
State income taxes, net of federal		8.4			5.8			(9.5	)
Change in valuation allowance		4.9			1.8			14.8
Permanent items		0.6			(1.4	)		13.3
Tax credits		(7.7	)		(11.7	)		(30.5	)
Tax reserves		2.1			(14.1	)		(11.6	)
Deferred tax asset - stock compensation		8.3			—			—
Impact of change in state tax laws and rates		2.8			(2.1	)		9.0
Foreign taxes		(3.8	)		(1.2	)		9.7
Other		(0.5	)		1.2			—

Effective tax rate (%)		50.1	%		13.3	%		(39.8	)%

Tax Effects of Temporary Differences Included in Deferred Tax Accounts

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


	*(in thousands)*
	February 1, 2014					February 2, 2013
	Tax Assets			Tax Liabilities		Tax Assets			Tax Liabilities
Current deferred tax assets and liabilities:
Allowance for doubtful accounts	$	43		$	—	$	32		$	—
Compensated absences		646			—		743			—
Inventory costs and reserves capitalized for tax purposes		5,392			—		6,977			—
Insurance reserves		8,085			—		6,985			—
Prepaid items and other items deductible for tax purposes		—			20,571		—			17,355
Sales return reserves	$	2,831		$	—	$	2,890		$	—
Reserves		515			—		331			—
Accrued interest		—			—		19			—
Prepaid items taxable for tax purposes		1,522			—		1,546			—
Deferred revenue		1,428			—		1,062			—
Employee benefit accrual		13,210			—		4,641			—
Deferred gain		—			—		—			1,203
Other		484			—		268			—
Valuation allowance		(110	)		—		(803	)		—

Total current deferred tax assets and liabilities	$	34,046		$	20,571	$	24,691		$	18,558

Non-Current deferred tax assets and liabilities:
Property and equipment basis adjustments	$	—		$	128,657	$	—		$	130,793
Deferred rent		31,809			—		28,266			—
Intangibles—long-lived		—			113,089		—			124,129
Intangibles—indefinite-lived		—			93,618		—			93,368
Insurance reserves		13,217			—		12,253			—
Employee benefit compensation		4,838			—		4,373			—
State net operating losses (net of federal benefit)		9,095			—		9,206			—
Prepaid items taxable for tax purposes		3,508			—		5,341			—
Landlord allowances		32,747			—		29,673			—
Accrued interest		3,538			—		2,991			—
Other		—			883		553			—
State credits		2,173			—		2,366			—
Federal and Puerto Rico tax credits		1,612			—		7,008			—
Valuation allowance		(8,998	)		—		(7,079	)		—

Total non-current deferred tax assets and liabilities	$	93,539		$	336,247	$	94,951		$	348,290

Net deferred tax liability				$	229,233				$	247,206

Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits

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, 2011	$	23,271
Additions for tax positions of the current year		—
Additions for tax positions of prior years		6,383
Reduction for tax positions of prior years		(7,505	)
Settlements		—
Lapse of statute of limitations		—

Balance at January 28, 2012	$	22,149
Additions for tax positions of the current year		—
Additions for tax positions of prior years		—
Reduction for tax positions of prior years		(5,225	)
Settlements		—
Lapse of statute of limitations		—

Balance at February 2, 2013	$	16,924
Additions for tax positions of the current year		—
Additions for tax positions of prior years		—
Reduction for tax positions of prior years		(1,524	)
Settlements		—
Lapse of statute of limitations		(128	)

Balance at February 1, 2014	$	15,272

Fair Value of Financial Instruments (Tables)

12 Months Ended

Feb. 01, 2014

Fair Values of Financial Assets and Hierarchy of Level of Inputs

The fair values of the Company’s financial assets and the hierarchy of the level of inputs are summarized below:


	*(in thousands)*
	Fair Value Measurements at February 1, 2014		Fair Value Measurements at February 2, 2013
Assets:
Level 1
Cash equivalents (including restricted cash)	$	32,324	$	34,972
Level 2
Interest rate cap agreements(a)	$	1	$	69
Level 3
Note Receivable(b)	$	—	$	385

(a)	Included in “Other Assets” within the Company’s Consolidated Balance Sheets. Refer to Note 8, “Derivatives and Hedging Activities,” for further discussion regarding the Company’s interest rate cap agreements.

(b)	The change in the fair value of our Level 3 note receivable is related to the Company receiving full payment during Fiscal 2013. As of February 2, 2013, this note receivable was included in “Prepaid and Other Current Assets” on the Company’s Consolidated Balance Sheets.

Fair Values of Financial Liabilities

The fair values of the Company’s financial liabilities are summarized below:


	*(in thousands)*
	February 1, 2014				February 2, 2013
	Carrying Amount(a)		Fair Value(a)		Carrying Amount(a)		Fair Value(a)
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017	$	828,839	$	836,091	$	863,084	$	874,232
$450,000 Senior Notes, 10% due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019		450,000		501,458		450,000		489,938
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from February 15, 2014 to February 15, 2018		126,147		128,512		—		—

Total debt	$	1,404,986	$	1,466,061	$	1,313,084	$	1,364,170

(a)	Capital lease obligations are excluded from the table above.

Quarterly Results (Tables)

12 Months Ended

Feb. 01, 2014

Quarterly Operating Results

The operating results for any quarter are not necessarily indicative of the results of any future quarter.


	*(in thousands, except share data)*
Year ended February 1, 2014:	Quarter Ended
	May 4, 2013			August 3, 2013			November 2, 2013			February 1, 2014
Net Sales	$	1,065,013		$	963,711		$	1,064,502		$	1,334,277
Gross Margin(1)		397,361			363,391			414,865			555,929
Net Income (Loss)		(5,563	)		(25,014	)		(16,857	)		63,584
Net Income (Loss) Per Share—Basic(2)(3):
Class L Stockholders		7.91			8.01			8.04			—
Common Stockholders		(0.09	)		(0.13	)		(0.12	)		0.86
Net Income (Loss) Per Share—Diluted(2)(3):
Class L Stockholders		7.91			8.01			8.04			—
Common Stockholders		(0.09	)		(0.22	)		(0.12	)		0.84


	*(in thousands, except share data)*
Year ended February 2, 2013:	Quarter Ended
	April 28, 2012			July 28, 2012			October 27, 2012			February 2, 2013(4)
Net Sales	$	982,422		$	864,181		$	967,894		$	1,316,882
Gross Margin(1)		362,537			320,632			373,505			544,581
Net Income (Loss)		(3,940	)		(31,257	)		(7,447	)		67,945
Net Income (Loss) Per Share—Basic(2)(3):
Class L Stockholders		6.73			6.95			7.12			7.96
Common Stockholders		(0.08	)		(0.13	)		(0.09	)		0.05
Net Income (Loss) Per Share—Diluted(2)(3):
Class L Stockholders		6.73			6.95			7.12			7.96
Common Stockholders		(0.08	)		(0.14	)		(0.09	)		0.05

(1)	Gross margin is equal to net sales less cost of sales.

(2)	Quarterly EPS results may not equal full year amounts due to rounding

(3)	All per share amounts have been adjusted for the 11-for-1 stock split effective immediately prior to the Company’s initial public offering, which was completed on October 7, 2013.

(4)	The quarter ended February 2, 2013 consisted of 14-weeks; all other quarters presented consisted of 13 weeks.

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)

1 Months Ended

12 Months Ended

1 Months Ended

12 Months Ended

Oct. 02, 2013

Feb. 01, 2014

Segment

Store

State

Feb. 02, 2013

Jan. 28, 2012

Oct. 07, 2013

Initial public offering

Oct. 07, 2013

Initial public offering

Bain Capital Investors, LLC

Feb. 01, 2014

Two Thousand Six Management Incentive Plan

Feb. 02, 2013

Two Thousand Six Management Incentive Plan

Jan. 28, 2012

Two Thousand Six Management Incentive Plan

Feb. 01, 2014

Barter Credit Usage

Feb. 02, 2013

Barter Credit Usage

Jan. 28, 2012

Barter Credit Usage

Feb. 01, 2014

Software and Software Development Costs

Minimum

Feb. 01, 2014

Software and Software Development Costs

Maximum

Feb. 01, 2014

Buildings

Minimum

Feb. 01, 2014

Buildings

Maximum

Feb. 01, 2014

Fixtures and Equipment

Minimum

Feb. 01, 2014

Fixtures and Equipment

Maximum

Feb. 01, 2014

Restricted Stock Issuances

Feb. 02, 2013

Restricted Stock Issuances

Jan. 28, 2012

Restricted Stock Issuances

Feb. 01, 2014

Restricted Stock Issuances

Two Thousand Six Management Incentive Plan

Feb. 01, 2014

Distribution and Purchasing Functions

Feb. 02, 2013

Distribution and Purchasing Functions

Jan. 28, 2012

Distribution and Purchasing Functions

Feb. 01, 2014

Burlington Coat Factory

Store

Feb. 01, 2014

Cohoes Fashions

Store

Feb. 01, 2014

Super Baby Depot

Store

Feb. 01, 2014

MJM Designer Shoes

Store

Feb. 01, 2014

Burlington Shoes

Store

Summary Of Significant Accounting Policies [Line Items]

Number of stores

521

503

Number of states stores operated

Number of stores opened

Number of stores closed

Shares Issued

15,333,333

Offering price per share

$ 17.00

Transaction fee under the Advisory Agreement

$ 2,600,000

Transaction fee as a percentage of gross proceeds

1.00%

Net Proceeds from the offering

260,667,000

236,900,000

Description Of Stock Split

The Company then effected an 11-for-1 split of the Company's Class A common stock and then reclassified the Company's Class A common stock into Common Stock.

Class L common stock split into one share of Class A Common stock

Cash and short-term, highly liquid investments, maturities period

3 months

Selling and Administrative Expenses

1,391,788,000

1,312,682,000

1,215,774,000

137,100,000

114,300,000

84,600,000

Depreciation and Amortization

168,195,000

166,786,000

153,070,000

14,100,000

12,800,000

8,900,000

Property and equipment, Useful Lives

20 years

40 years

3 years

10 years

Impairment Charges - Property and equipment

2,700,000

5,200,000

1,200,000

Capitalized software

21,100,000

19,800,000

Purchased and internally developed software, estimated economic life

3 years

5 years

Impairment losses - indefinite lived intangible assets

Impairment charges

6,300,000

100,000

Impairment losses goodwill

Impairment charges

500,000

400,000

Customer liabilities

29,200,000

30,000,000

Deferred lease incentives

157,500,000

138,100,000

Advertising costs

83,300,000

83,500,000

77,600,000

2,544,000

3,776,000

4,712,000

Barter transactions, sales

13,900,000

Barter transactions, cost of sales

13,900,000

Barter transactions, unused advertising credits

10,560,000

13,104,000

10,600,000

Barter transactions, unused advertising credits period

6 years

Breakage income

4,000,000

2,500,000

4,100,000

Number of units reserved under plans

16,125,258

Common stock reserved for options outstanding

4,683,151

4,619,323

424,231

4,619,323

Common Stock, shares Outstanding

73,686,524

513,167,094

Unvested restricted stock units

81,396

Self Insurance Reserves [Line Items]

$ 10,203,000

^[1]

$ 2,747,000

^[1]

$ 5,797,000

^[1]

$ 10,200,000

$ 2,700,000

$ 5,800,000

$ 143,000

^[2]

$ 487,000

^[2]

$ 1,187,000

^[2]

Reports segment

[1]	The tax benefit related to the Company's non-cash stock compensation was $5.1 million, $1.0 million, and $2.3 during Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively.
[2]	Included in the line item "Selling and Administrative Expenses" in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

Self Insurance Reserves (Detail) (USD $)
In Thousands, unless otherwise specified

Feb. 01, 2014

Feb. 02, 2013

Short-Term Self Insurance Reserve

$ 23,553

^[1]

$ 21,165

^[1]

Long-Term Self Insurance Reserve

33,600

^[2]

31,232

^[2]

Total

$ 57,153

$ 52,397

[1]	Represents the portions of the self insurance reserve expected to be paid in the next twelve months which is recorded in the line item "Other Current Liabilities" in the Company's Consolidated Balance Sheets.
[2]	The remaining self insurance reserve balance is recorded in the line item "Other Liabilities" in the Company's Consolidated Balance Sheets.

Other Revenue (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Revenue Recognition [Line Items]
Other Revenue	$ 34,484	$ 34,125	$ 33,397
Service Fees
Revenue Recognition [Line Items]
Other Revenue	13,711	13,284	13,096
Rental Income from Leased Departments
Revenue Recognition [Line Items]
Other Revenue	10,924	10,639	9,566
Subleased Rental Income and Other
Revenue Recognition [Line Items]
Other Revenue	$ 9,849	$ 10,202	$ 10,735

Prepaid Advertising Expense (Detail) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
Advertising Costs [Line Items]
Prepaid Advertising Expense	$ 10,560	$ 13,104
Prepaid and Other Current Assets
Advertising Costs [Line Items]
Prepaid Advertising Expense	2,842	2,553
Other Assets
Advertising Costs [Line Items]
Prepaid Advertising Expense	$ 7,718	$ 10,551

Amount of consideration paid in advance for advertising that provides economic benefits within a future period of one year or the normal operating cycle, if longer.

+ References+ Details

Barter Credit Usage (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Advertising Costs [Line Items]
Net Advertising Expense	$ 83,300	$ 83,500	$ 77,600
Barter Credit Usage
Advertising Costs [Line Items]
Net Advertising Expense	$ 2,544	$ 3,776	$ 4,712

Restricted Cash and Cash Equivalents - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted Cash and Cash Equivalents	$ 32,100	$ 34,800
Collateral for certain insurance contracts
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted Cash and Cash Equivalents	$ 32,100	$ 34,800

The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. For a classified balance sheet represents the current portion only (the noncurrent portion has a separate concept); there is a separate and distinct element for unclassified presentations.

+ References+ Details

Property and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,727,961	$ 1,601,175
Less: Accumulated Depreciation	(825,304)	(722,870)
Total Property and Equipment, Net of Accumulated Depreciation and Amortization	902,657	878,305
Land
Property, Plant and Equipment [Line Items]
Property and equipment	162,331	162,849
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment	365,101	361,028
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Lives	20 years
Buildings \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Lives	40 years
Fixtures and Equipment
Property, Plant and Equipment [Line Items]
Property and equipment	568,342	503,736
Fixtures and Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Lives	3 years
Fixtures and Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Lives	10 years
Computer Software, Intangible Asset
Property, Plant and Equipment [Line Items]
Property and equipment	163,547	149,322
Computer Software, Intangible Asset \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Lives	3 years
Computer Software, Intangible Asset \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Lives	5 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Lives	Shorter of lease term or useful life
Property and equipment	432,644	405,199
Construction in Progress
Property, Plant and Equipment [Line Items]
Property and equipment	$ 35,996	$ 19,041

Property and Equipment - Additional Information (Detail) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Property, Plant and Equipment [Line Items]
Capital leases, net of accumulated amortization	$ 12,700,000	$ 10,900,000
Capital leases, accumulated amortization	24,400,000	25,200,000
Total amount of depreciation expense	128,800,000	127,500,000	117,300,000
Impairment charges, Property and Equipment	2,700,000	5,200,000	1,200,000
Depreciation and Amortization	168,195,000	166,786,000	153,070,000
Software Development
Property, Plant and Equipment [Line Items]
Depreciation and Amortization	18,800,000	20,300,000	17,800,000
Software Development \| Minimum
Property, Plant and Equipment [Line Items]
Internally developed software, amortization period	3 years
Software Development \| Maximum
Property, Plant and Equipment [Line Items]
Internally developed software, amortization period	5 years
Property and Equipment
Property, Plant and Equipment [Line Items]
Impairment charges, Property and Equipment	$ 2,700,000	$ 5,200,000	$ 1,200,000

The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale).

+ References+ Details

Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 238,000	$ 238,000
Trade Names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	238,000	238,000
Favorable Leases
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	487,350	502,155
Accumulated Amortization	(194,797)	(180,074)
Net Amount	$ 292,553	$ 322,081

Intangible Assets - Additional Information (Detail) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Schedule of Intangible Assets Disclosure [Line Items]
Decrease in gross carrying amount of favorable leases, impairment	$ 0	$ 6,300,000	$ 100,000
Favorable Leases
Schedule of Intangible Assets Disclosure [Line Items]
Decrease in gross carrying amount of favorable leases, impairment	14,800,000
Accumulated amortization of favorable leases	194,797,000	180,074,000
Remaining weighted average amortization period	15 years 3 months 18 days
Amortization Expense
Schedule of Intangible Assets Disclosure [Line Items]
Accumulated amortization of favorable leases	29,500,000
Cost Adjustment
Schedule of Intangible Assets Disclosure [Line Items]
Accumulated amortization of favorable leases	$ 14,800,000

Amortization Expense of Favorable Leases (Detail) (Favorable Leases, USD $) In Thousands, unless otherwise specified	Feb. 01, 2014
Favorable Leases
Estimated Amortization Expense [Line Items]
2014	$ 26,156
2015	24,228
2016	23,148
2017	23,317
2018	21,059
Total	$ 117,908

Impairment Charges - Additional Information (Detail) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges	$ 3,180,000	$ 11,539,000	$ 1,735,000
Impaired Assets fair value	7,063,000
Impairments
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges	3,180,000,000	11,539,000,000	1,735,000,000
Fair Value, Inputs, Level 3
Asset Impairments Exit Costs And Other Charges [Line Items]
Impaired Assets fair value	4,813,000
Asset Impairment
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment of store level assets, number of stores	7	12	7
Asset Impairment \| Fair Value, Inputs, Level 3
Asset Impairments Exit Costs And Other Charges [Line Items]
Impaired Assets fair value	$ 0	$ 0

Impairment Charges (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges	$ 3,180	$ 11,539	$ 1,735
Favorable Leases
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges		6,275	165
Leasehold Improvements
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges	1,575	1,885	652
Building/Building Improvements
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges	81	1,814
Furniture and Fixtures
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges	970	950	457
Land
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges	4	558
Other Assets
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges	465		410
Other Property and Equipment
Asset Impairments Exit Costs And Other Charges [Line Items]
Impairment Charges	$ 85	$ 57	$ 51

Fair Value Long-lived Assets Subsequent to Impairment Charges (Detail) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	$ 7,063,000
Asset Impairment charges	3,180,000	11,539,000	1,735,000
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	2,250,000
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	4,813,000
Leasehold Improvements
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	1,803,000
Asset Impairment charges	1,575,000	1,885,000	652,000
Leasehold Improvements \| Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	1,803,000
Building/Building Improvements
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	1,517,000
Asset Impairment charges	81,000	1,814,000
Building/Building Improvements \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	1,517,000
Furniture and Fixtures
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	1,376,000
Asset Impairment charges	970,000	950,000	457,000
Furniture and Fixtures \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	15,000
Furniture and Fixtures \| Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	1,361,000
Land
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	713,000
Asset Impairment charges	4,000	558,000
Land \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	713,000
Other Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	1,471,000
Asset Impairment charges	465,000		410,000
Other Assets \| Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	1,471,000
Other Property and Equipment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	183,000
Asset Impairment charges	85,000	57,000	51,000
Other Property and Equipment \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	5,000
Other Property and Equipment \| Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset fair value	$ 178,000

Derivative and Hedging Activities - Additional Information (Detail) (Interest Rate Cap, USD $) In Millions, unless otherwise specified	12 Months Ended
	Feb. 01, 2014 Derivative
Interest Rate Cap
Derivative [Line Items]
Interest rate cap agreements, number	2
Interest rate cap agreements, notional amount	$ 450.0
Interest rate cap agreements, cap rate	7.00%
Interest rate cap agreements, termination date	May 31, 2015

Derivative Instruments and Hedging Activities (Detail) (Interest Rate Cap, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Interest Expenses
Derivatives, Fair Value [Line Items]
Derivative Not Designated as Hedging Instruments Interest Rate Cap Agreements, (Gain) Loss Recognized	$ 68	$ 45	$ 3,165
Other Assets
Derivatives, Fair Value [Line Items]
Derivative Not Designated as Hedging Instruments Interest Rate Cap Agreements, Asset at Fair Value	1	69
Other Liabilities
Derivatives, Fair Value [Line Items]
Derivative Not Designated as Hedging Instruments Interest Rate Cap Agreements, Liability at Fair Value

Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
Debt Instrument [Line Items]
Capital Lease Obligations	$ 23,199	$ 23,232
Total debt	1,428,185	1,336,316
Less: current maturities	(59,026)	(784)
Long-term debt, net of current maturities	1,369,159	1,335,532
Senior Secured Term Loans
Debt Instrument [Line Items]
Long Term Debt	828,839	863,084
2019 Senior Notes
Debt Instrument [Line Items]
Long Term Debt	450,000	450,000
2018 Senior Notes
Debt Instrument [Line Items]
Long Term Debt	$ 126,147

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Carrying amount of long-term debt, net of unamortized discount or premium, including current and noncurrent amounts. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References+ Details

Long-Term Debt (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Feb. 24, 2011
Senior Secured Term Loans
Debt Instrument [Line Items]
Long-Term Debt, face amount	$ 1,000,000	$ 1,000,000
Long-Term Debt, maturity date	Feb. 23, 2017	Feb. 23, 2017
Senior Secured Term Loans \| London Interbank Offered Rate Floor
Debt Instrument [Line Items]
Long-Term Debt, interest rate	1.00%	1.00%
Senior Secured Term Loans \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Long-Term Debt, interest rate	3.30%	3.30%
2019 Senior Notes
Debt Instrument [Line Items]
Long-Term Debt, face amount	450,000	450,000	450,000
Long-Term Debt, interest rate	10.00%	10.00%	10.00%
Long-Term Debt, maturity date	Feb. 15, 2019	Feb. 15, 2019
Long-Term Debt, payment frequency	semi-annual	semi-annual
Long-Term Debt, first payment date	Feb. 15, 2014	Feb. 15, 2014
Long-Term Debt, last payment date	Feb. 15, 2019	Feb. 15, 2019
2018 Senior Notes
Debt Instrument [Line Items]
Long-Term Debt, face amount	$ 350,000	$ 350,000
Long-Term Debt, maturity date	Feb. 15, 2018	Feb. 15, 2018
Long-Term Debt, payment frequency	Semi-annual	Semi-annual
Long-Term Debt, first payment date	Feb. 15, 2014	Feb. 15, 2014
Long-Term Debt, last payment date	Feb. 15, 2018	Feb. 15, 2018
2018 Senior Notes \| Interest Rate One
Debt Instrument [Line Items]
Long-Term Debt, interest rate	9.00%	9.00%
2018 Senior Notes \| Interest Rate Two
Debt Instrument [Line Items]
Long-Term Debt, interest rate	9.75%	9.75%

Long-Term Debt - Additional Information (Detail) (USD $)	1 Months Ended								12 Months Ended									12 Months Ended	1 Months Ended	12 Months Ended		12 Months Ended		1 Months Ended		1 Months Ended			12 Months Ended						12 Months Ended							12 Months Ended	1 Months Ended			12 Months Ended						12 Months Ended			1 Months Ended
	Jan. 31, 2014	Feb. 28, 2013	Feb. 20, 2013	Feb. 15, 2013	Jan. 31, 2013	Jul. 28, 2012	May 31, 2012	Apr. 30, 2012	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012	Feb. 01, 2014	Feb. 01, 2014	Feb. 01, 2014	Feb. 01, 2014	Feb. 01, 2014	Feb. 01, 2014 Thereafter	Feb. 01, 2014 Maximum	Feb. 15, 2013 Other Assets	Feb. 01, 2014 Other Assets	Feb. 20, 2013 Holdco notes	Feb. 01, 2014 Holdco Notes	Nov. 07, 2013 Holdco Notes	May 17, 2013 Third Amendment	May 17, 2013 Third Amendment Scenario 1	Feb. 15, 2013 Consulting Services	Feb. 20, 2013 Interest Payment In Cash Holdco notes	Feb. 20, 2013 Payment in Kind (PIK) Note Holdco notes	Feb. 01, 2014 Long-term Debt	Feb. 02, 2013 Long-term Debt	Jan. 28, 2012 Long-term Debt	Feb. 01, 2014 Long-term Debt Holdco notes	Feb. 01, 2014 Long-term Debt Third Amendment	Feb. 01, 2014 Long-term Debt Second Amendment	Feb. 01, 2014 Term Loan Facility	May 31, 2012 Term Loan Facility BasisPoint	Feb. 24, 2011 Term Loan Facility	Feb. 01, 2014 Term Loan Facility Maximum	Feb. 01, 2014 Term Loan Facility Maximum Through November 1, 2014	Feb. 01, 2014 Term Loan Facility Maximum Through October 31, 2015	Feb. 01, 2014 Term Loan Facility Maximum Through January 30, 2016	Feb. 01, 2014 Term Loan Facility Long-term Debt	May 31, 2012 Term B-1 Loans	Feb. 01, 2014 Senior Secured Term Loan Facilities	Feb. 02, 2013 Senior Secured Term Loan Facilities	Feb. 01, 2014 Senior Secured Term Loan Facilities Adjusted London Interbank Offered Rate	Feb. 01, 2014 Senior Secured Term Loan Facilities Federal Funds Rate	Feb. 01, 2014 Senior Secured Term Loan Facilities One Month Adjusted London Interbank Offered Rate	Feb. 01, 2014 2019 Senior Notes	Feb. 02, 2013 2019 Senior Notes	Feb. 24, 2011 2019 Senior Notes	Feb. 01, 2014 ABL Senior Secured Revolving Facility	Feb. 02, 2013 ABL Senior Secured Revolving Facility	Sep. 02, 2011 ABL Senior Secured Revolving Facility	Sep. 02, 2011 ABL Senior Secured Revolving Facility Maximum	Sep. 02, 2011 ABL Senior Secured Revolving Facility Minimum	Sep. 02, 2011 ABL Senior Secured Revolving Facility Amendment of Credit Facility	Sep. 02, 2011 ABL Senior Secured Revolving Facility Amendment of Credit Facility Maximum London Interbank Offered Rate (LIBOR)	Sep. 02, 2011 ABL Senior Secured Revolving Facility Amendment of Credit Facility Maximum Prime Rate	Sep. 02, 2011 ABL Senior Secured Revolving Facility Amendment of Credit Facility Minimum London Interbank Offered Rate (LIBOR)	Sep. 02, 2011 ABL Senior Secured Revolving Facility Amendment of Credit Facility Minimum Prime Rate
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity																																					$ 1,000,000,000															$ 148,600,000	$ 213,700,000	$ 600,000,000			$ 900,000,000
Line of credit facility, basis points																																				50
Line of Credit Facility, amount outstanding																								871,000,000																			950,500,000									0	0
Repayments on long term debt									36,533,000	205,749,000	42,500,000																																119,300,000
Long-Term Debt, periodic payments						2,400,000
Long-Term Debt, payment	30,000,000				70,000,000		9,500,000	7,000,000
Loss on Extinguishment of Debt	(800,000)								(16,094,000)	(2,222,000)	(37,764,000)											(14,700,000)													(600,000)
Debt Extinguishment fees										3,900,000
Deferred financing cost										300,000												6,500,000							30,100,000	24,900,000		11,900,000	8,600,000	1,600,000
Term loan amendment, restricted payment basket amount				25,000,000
Term loan amendment, additional fee				8,900,000					8,700,000										1,600,000	8,600,000						8,600,000
Term loan amendment, restricted payment basket				The Second Amendment created a restricted payments basket of $25.0 million and permits Burlington Coat Factory Investments Holdings, Inc. (the parent of BCFWC and indirect subsidiary of Burlington Stores, Inc.) and all of its subsidiaries (Holdings) to use the “available amount” to make restricted payments (which basket includes retained excess cash flow, in an amount not to exceed 50% of BCFWC’s consolidated net income (as defined in the indenture governing the 10% Senior Notes due 2019) since the second quarter of Fiscal 2011), in each case so long as certain conditions are satisfied.
Line of Credit Facility,decrease in interest rate																								1.00%	0.25%
Line of Credit Facility,decrease in LIBOR floor																								0.25%
Term Loan, interest rate description																								BCFWC entered into Amendment No. 3 (Third Amendment) to the Term Loan Credit Agreement, in order to, among other things, reduce the interest rates applicable to the Term Loan Facility by 100 basis points (provided that such interest rates shall be further reduced by 25 basis points if BCFWC’s consolidated secured leverage ratio is less than or equal to 2.25:1) and to reduce the LIBOR floor by 25 basis points.
Costs Related to Debt Amendment paid to third party									2,600,000
Term loan facility, quarterly payments									2,200,000
Consolidated leverage ratio, total debt to Adjusted EBITDA																																						3.5	5.50	5.00	4.75
Consolidated interest coverage ratio, interest expense to Adjusted EBITDA																																						4.2		2.00	2.10
Line of Credit Facility, interest rate																																														1.00%	0.50%	1.00%										2.25%	1.25%	1.75%	0.75%
Long-Term Debt, interest rate																																												4.30%	5.50%
Line of Credit Facility, uncommitted incremental																		150,000,000
Line of Credit Facility, maturity period									6 years
Aggregate principal amount of senior notes																					350,000,000		221,800,000																										450,000,000	450,000,000	450,000,000
Long-Term Debt, interest rate																											9.00%	9.75%																					10.00%	10.00%	10.00%
Senior notes, issue price																					98.00%
Net proceeds from offering used to pay dividend		336,000,000	336,000,000
Redemption premium																						4,400,000
Deferred financing fees write off																						3,800,000										6,500,000	300,000									500,000
Line of Credit Facility, maturity date																																																	Feb. 15, 2019	Feb. 15, 2019							Sep. 02, 2016
Line of Credit Facility, commitment fees																																																							1.00%	0.75%	0.375%
Line of Credit Facility, amount available																																																				456,200,000	422,700,000
Line of Credit Facility, Average borrowings																																																				35,400,000	34,500,000
Line of Credit Facility, Average interest rate																																																				2.10%	2.10%
Capital lease obligations, interest charges									14,309,000			1,800,000	1,800,000	1,700,000	1,800,000	1,500,000	5,700,000
Amortization of deferred financing fees									$ 9,574,000	$ 5,805,000	$ 11,904,000																		$ 9,600,000	$ 5,800,000	$ 8,300,000
Deferred financing fees, weighted average amortization period									3 years 6 months

Maturities of Long-Term Debt and Capital Lease Obligations (Detail) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
Long Term Debt Maturities Repayments Of Principal [Line Items]
2014	$ 59,026
2015	1,070
2016	1,262
2017	836,131
2018	71,869
Thereafter	466,571
Total	1,435,929
Less: Unamortized Discount	(7,744)
Total	1,428,185
Less: Current Portion	(59,026)	(784)
Long Term Debt	1,369,159
Long-term Debt
Long Term Debt Maturities Repayments Of Principal [Line Items]
2014	58,000
2017	834,507
2018	70,223
Thereafter	450,000
Total	1,412,730
Less: Unamortized Discount	(7,744)
Total	1,404,986
Less: Current Portion	(58,000)
Long Term Debt	1,346,986
Capital Lease Obligations
Long Term Debt Maturities Repayments Of Principal [Line Items]
2014	1,026
2015	1,070
2016	1,262
2017	1,624
2018	1,646
Thereafter	16,571
Total	23,199
Total	23,199
Less: Current Portion	(1,026)
Long Term Debt	$ 22,173

Amortization Expense Related to Deferred Financing Fees (Detail) (Deferred Financing Costs, USD $)
In Thousands, unless otherwise specified

Feb. 01, 2014

Deferred Financing Costs

Debt Instrument [Line Items]

$ 8,642

8,641

7,714

2,121

1,303

107

$ 28,528

^[1]

[1]	The table above is exclusive of the $1.6 million of deferred financing costs to be written off as a result of the April 4, 2014 Holdco note redemption. Refer to Note 21, "Subsequent Events," for further discussion.

Amortization Expense Related to Deferred Financing Fees (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Feb. 02, 2013	May 03, 2014 Subsequent Event Holdco notes
Debt Instrument [Line Items]
Deferred financing fees write off	$ 0.3	$ 1.6

Capital Stock - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended		12 Months Ended		3 Months Ended	1 Months Ended	3 Months Ended			1 Months Ended	3 Months Ended		12 Months Ended					12 Months Ended
	Oct. 02, 2013 Shareholder	May 04, 2013	Apr. 30, 2011	Feb. 01, 2014	Feb. 02, 2013	Apr. 30, 2011 Forfeited	May 01, 2013 Class A common stock	May 04, 2013 Class A common stock	Apr. 30, 2011 Class A common stock	Oct. 02, 2013 Class A common stock	May 01, 2013 Class L Common Stock	May 04, 2013 Class L Common Stock	Apr. 30, 2011 Class L Common Stock	Feb. 01, 2014 Class L Common Stock	Oct. 02, 2013 Class L Common Stock	Feb. 02, 2013 Class L Common Stock	Jan. 28, 2012 Class L Common Stock	Jan. 28, 2011 Class L Common Stock	Feb. 01, 2014 Class L Common Stock Priority Returns
Statement Equity Components [Line Items]
Reclassification of common stock	58,299,197
Class L common stock split into one share of Class A Common stock	11
Common Stock, Authorized	582,771,244			500,000,000	568,416,244
Common Stock, Par Value	$ 0.0001			$ 0.0001	$ 0.0001
Undesignated preferred stock, Authorized				50,000,000	50,000,000
Common Stock, Class L, Authorized	5,914,356				5,769,356
Common Stock, Class L, Issued					5,232,118
Common Stock, Class L, Outstanding					5,183,506										5,299,927	5,183,506	5,104,677	5,050,924
Common Stock, Class L, Par Value	$ 0.001				$ 0.001
Number of stockholders , before reclassification	66
Prior to the Reclassification, Common Stock, Shares Outstanding				73,686,524	513,167,094					524,692,773
Common Stock, Issued	588,685,600			74,218,275	517,979,682
Common Stock Distribution														Class L common stock was legally designated as common stock, but was entitled to a priority return preference equal to the sum of (i) $81 per share base amount plus (ii) an amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly).
Dividend Entitled																			$ 81
Dividend rate				14.50%															14.50%
Liquidation preference description				The holders of Class L common stock, as a single and separate class, were entitled to receive all liquidation distributions until each share had been paid an amount equal to Class L base amount of $81 per share.
Common stock dividends declared		$ 336.0	$ 300.0			$ 0.4
Common stock dividends declared, per share		$ 5.89	$ 5.40
Number of stock in each unit							99	99	99		1	1	1

Net Income (Loss) Per Share - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013 Class L Common Stock	Jan. 28, 2012 Class L Common Stock	Feb. 02, 2013 Class A common stock	Jan. 28, 2012 Class A common stock	Feb. 01, 2014 Restricted Stock Units (RSUs)	Feb. 02, 2013 Restricted Stock Units (RSUs) Class L Common Stock	Jan. 28, 2012 Restricted Stock Units (RSUs) Class L Common Stock	Feb. 02, 2013 Restricted Stock Units (RSUs) Class A common stock	Jan. 28, 2012 Restricted Stock Units (RSUs) Class A common stock
Earnings Per Share [Line Items]
Dividend rate	14.50%
Options outstanding	3,527,800	255,457	290,464	25,290,243	28,755,936
Non-vested restricted stock units						81,396	5,000	28,122	495,000	2,784,078
Fair value of temporary equity units		$ 316.8

Computation of Basic and Diluted per Common Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

12 Months Ended

Feb. 01, 2014

Nov. 02, 2013

Aug. 03, 2013

May 04, 2013

Feb. 02, 2013

Oct. 27, 2012

Jul. 28, 2012

Apr. 28, 2012

Feb. 01, 2014

Feb. 02, 2013

Jan. 28, 2012

Class L Preference Amount

$ 63,584

$ (16,857)

$ (25,014)

$ (5,563)

$ 67,945

^[1]

$ (7,447)

$ (31,257)

$ (3,940)

$ 16,150

$ 25,301

$ (6,272)

(111,282)

(146,923)

(123,270)

Net Loss Attributable to Common Stockholders

(95,132)

(121,622)

(129,542)

Allocation of Net Income (Loss) to Common Stockholders-Basic

(95,132)

(121,622)

(129,542)

Allocation of Net Income (Loss) to Common Stockholders (Basic and Diluted)

$ (0.26)

$ (0.24)

$ (0.26)

(95,132)

(121,622)

(129,542)

Allocation of Net Loss to Common Stockholders

(144,392)

(134,086)

(140,824)

Weighted Average Number of Shares-Basic

$ (0.39)

$ (0.27)

$ (0.28)

369,567

505,802

496,606

Weighted Average Number of Shares-Diluted

370,040

505,802

496,606

Class L Common Stock

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Allocation of Net Income (Loss) to Common Stockholders-Basic

111,282

146,923

123,270

Allocation of Net Income (Loss) to Common Stockholders (Basic and Diluted)

$ 8.04

^[2],[3]

$ 8.01

^[2],[3]

$ 7.91

^[2],[3]

$ 7.96

^[1],[2],[3]

$ 7.12

^[2],[3]

$ 6.95

^[2],[3]

$ 6.73

^[2],[3]

$ 31.93

$ 28.76

$ 24.58

$ (49,260)

$ (12,464)

$ (11,282)

Weighted Average Number of Shares-Basic

$ 8.04

^[2],[3]

$ 8.01

^[2],[3]

$ 7.91

^[2],[3]

$ 7.96

^[1],[2],[3]

$ 7.12

^[2],[3]

$ 6.95

^[2],[3]

$ 6.73

^[2],[3]

$ 31.93

$ 28.76

$ 24.58

3,485

5,109

5,016

Weighted Average Number of Shares-Diluted

3,485

5,109

5,016

[1]	The quarter ended February 2, 2013 consisted of 14-weeks; all other quarters presented consisted of 13 weeks.
[2]	All per share amounts have been adjusted for the 11-for-1 stock split effective immediately prior to the Company's initial public offering, which was completed on October 7, 2013.
[3]	Quarterly EPS results may not equal full year amounts due to rounding

Changes in Class L Common Stock (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012	Oct. 02, 2013
Temporary Equity [Line Items]
Beginning Balance	$ 1,029,189
Beginning Balance (in shares)	5,183,506
Issuance of Class L Common Stock	236,920
Accretion of Class L Preferred Return	104,859	141,571	121,048
Ending Balance		1,029,189
Ending Balance (in shares)		5,183,506
Class L Common Stock
Temporary Equity [Line Items]
Beginning Balance	1,029,189	884,945	790,755
Beginning Balance (in shares)	5,183,506	5,104,677	5,050,924	5,299,927
Issuance of Class L Common Stock (in shares)	117,588	73,940	60,549
Issuance of Class L Common Stock	2,531	2,155	1,961
Issuance/Forfeiture of Restricted Shares and Compensation, Shares		5,000	(6,636)
Issuance/Forfeiture of Restricted Shares and Compensation	61	488	1,187
Repurchase of Class L Common Stock, shares		(111)	(160)
Repurchase of Class L Common Stock		(7)	(6)
Dividend	(33,600)	37	(30,000)
Accretion of Class L Preferred Return	104,859	141,571	121,048
Other, Shares	(1,167)
Other	(21)
Conversion of Class L Stock to Common Stock	(1,103,019)
Conversion of Class L Stock to Common Stock, Shares	(5,299,927)
Ending Balance		$ 1,029,189	$ 884,945
Ending Balance (in shares)		5,183,506	5,104,677	5,299,927

Stock Option and Award Plans and Stock Based Compensation - Additional Information (Detail) (USD $)

1 Months Ended

4 Months Ended

8 Months Ended

12 Months Ended

1 Months Ended

4 Months Ended

8 Months Ended

12 Months Ended

1 Months Ended

12 Months Ended

1 Months Ended

12 Months Ended

1 Months Ended

12 Months Ended

1 Months Ended

12 Months Ended

1 Months Ended

3 Months Ended

1 Months Ended

3 Months Ended

Oct. 02, 2013

Feb. 28, 2013

Feb. 20, 2013

Feb. 01, 2014

Oct. 02, 2013

Feb. 01, 2014

Feb. 02, 2013

Jan. 28, 2012

Feb. 01, 2014

2006 Plan

Feb. 01, 2014

2013 Plan

Feb. 01, 2014

Scenario, Forecast

Oct. 02, 2013

Outstanding Class A options reclassified into common stock options

Feb. 01, 2014

One Time Grant

Feb. 01, 2014

Stock Option Compensation

Feb. 01, 2014

Stock Option Compensation

2013 Plan

Feb. 01, 2014

Restricted Stock Issuances

Feb. 02, 2013

Restricted Stock Issuances

Jan. 28, 2012

Restricted Stock Issuances

Feb. 02, 2013

Restricted Stock Issuances

Minimum

Feb. 02, 2013

Restricted Stock Issuances

Maximum

Oct. 02, 2013

Non Vested Options

Feb. 01, 2014

Non Vested Options

Oct. 02, 2013

Non Vested Options

Feb. 02, 2013

Non Vested Options

Oct. 02, 2013

Non Vested Options

Outstanding non-vested Class A options reclassified into common stock options

Feb. 01, 2014

Stock Options, Vesting

Feb. 01, 2014

Non Cash

Scenario, Forecast

Feb. 01, 2014

Cash

Scenario, Forecast

May 31, 2013

Exercise Price 6

May 17, 2012

Exercise Price 6

Feb. 01, 2014

Exercise Price 7

May 17, 2012

Exercise Price 7

Feb. 01, 2014

Exercise Price 4

May 17, 2012

Exercise Price 4

May 31, 2013

Exercise Price 4

Scenario, Previously Reported

May 31, 2013

Exercise Price 8

Feb. 01, 2014

Exercise Price 8

Feb. 28, 2011

Exercise Price at 9

Feb. 28, 2011

Exercise Price at 9

Decrease

Feb. 28, 2011

Exercise Price at 10

Feb. 28, 2011

Exercise Price at 10

Decrease

Feb. 01, 2014

Exercise Price 1

May 31, 2013

Exercise Price 1

Minimum

May 31, 2013

Exercise Price 1

Maximum

May 31, 2013

Exercise Price 1

Scenario, Previously Reported

May 31, 2013

Exercise Price 2

Feb. 01, 2014

Exercise Price 2

May 31, 2013

Exercise Price 2

Scenario, Previously Reported

May 31, 2013

Exercise Price 3

Feb. 01, 2014

Exercise Price 3

May 31, 2013

Exercise Price 3

Scenario, Previously Reported

May 31, 2013

Exercise Price 5

Scenario, Previously Reported

May 01, 2013

Class A common stock

May 04, 2013

Class A common stock

Apr. 30, 2011

Class A common stock

May 01, 2013

Class L Common Stock

May 04, 2013

Class L Common Stock

Apr. 30, 2011

Class L Common Stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of stock in each unit

Common stock, Authorized

10,125,258

6,000,000

Options granted, exercise prices

$ 26.96

$ 4.55

$ 10.96

$ 5.64

$ 5.02

$ 5.91

$ 10.91

$ 4.55

$ 10.91

$ 5.07

$ 26.96

$ 0.79

$ 0.94

$ 2.78

$ 1.65

$ 4.55

$ 3.17

$ 5.91

$ 10.96

Options outstanding exercise price

$ 8.18

$ 2.78

$ 16.36

$ 10.96

Option granted

52,761

175,500

1,595,000

Options granted, percentage vested

40.00%

20.00%

Service-based awards grated subsequent to offering vesting percentage on each of the first four anniversaries of the grant date

25.00%

Dividend paid

$ 336,000,000

Incremental compensation expense from modification

10,400,000

6,000,000

4,800,000

1,200,000

Stock option modification payable

4,300,000

Unexercised vested options, exercisable period

60 days

Non-cash stock compensation expense

10,203,000

^[1]

2,747,000

^[1]

5,797,000

^[1]

143,000

^[2]

487,000

^[2]

1,187,000

^[2]

Options outstanding

4,683,151

4,619,323

4,683,151

4,619,323

424,231

4,683,151

4,619,323

3,824,073

3,527,800

3,824,073

255,457

3,824,073

2,266,297

52,761

1,761,067

14,674

524,524

Unearned non-cash stock-based compensation

13,600,000

800,000

Expected incremental compensation associated with the modification

6,000,000

Outstanding options to purchase units had vested percentage

23.60%

Unearned non-cash stock-based compensation expected to recognize as expense over period

4 years 10 months 24 days

3 years 3 months 18 days

Service-based awards, service period

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

Class L common stock split into one share of Class A Common stock

Share based compensation option aggregate intrinsic value options outstanding

103,200,000

Share based compensation option, aggregate intrinsic value of options vested and expected to vest

$ 99,400,000

Restricted stock, granted

26,396

5,000

Service-based awards, service period

3 years

4 years

Restricted stock award outstanding, vested

1,006,060

[1]	The tax benefit related to the Company's non-cash stock compensation was $5.1 million, $1.0 million, and $2.3 during Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively.
[2]	Included in the line item "Selling and Administrative Expenses" in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

Non-Cash Stock Compensation Expense (Detail) (USD $)
In Thousands, unless otherwise specified

12 Months Ended

Feb. 01, 2014

Feb. 02, 2013

Jan. 28, 2012

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

$ 10,203

^[1]

$ 2,747

^[1]

$ 5,797

^[1]

Stock Option Modification

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

6,089

^[2]

Stock Options Granted

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

3,971

^[3]

2,260

^[3]

4,610

^[3]

Restricted Stock Issuances

Options Outstanding at Beginning of Period

$ 143

^[3]

$ 487

^[3]

$ 1,187

^[3]

[1]	The tax benefit related to the Company's non-cash stock compensation was $5.1 million, $1.0 million, and $2.3 during Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively.
[2]	Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during the Fiscal 2013 which is included in the line item "Stock Option Modification Expense" in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).
[3]	Included in the line item "Selling and Administrative Expenses" in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

Non-Cash Stock Compensation Expense (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Non-Cash Stock Compensation tax benefit	$ 5.1	$ 1.0	$ 2.3

Stock Option Transactions (Detail) (USD $)

4 Months Ended

8 Months Ended

Feb. 01, 2014

Oct. 02, 2013

Number of Units

4,683,151

424,231

Options Issued

52,761

175,500

Options Exercised

(27,598)

^[1]

(117,588)

^[2]

Options Forfeited

(88,991)

(56,402)

Options Outstanding at End of Period

4,619,323

4,683,151

Weighted Average Exercise Price Per Unit

Options Outstanding at Beginning of Period

$ 2.95

$ 6.96

Options Issued

$ 26.96

$ 4.55

Options Exercised

$ 1.55

^[1]

$ 1.96

^[2]

Options Forfeited

$ 2.01

$ 6.82

Options Outstanding at End of Period

$ 3.25

$ 2.95

Class A common stock

Number of Units

Cancellation of Class A Units

(425,741)

Weighted Average Exercise Price Per Unit

Cancellation of Class A Units

$ 2.95

[1]	Options exercised during the four months ended February 1, 2014 had a total intrinsic value of $0.8 million.
[2]	Options exercised during the eight months ended October 2, 2013 had a total intrinsic value of $9.2 million.

Stock Option Transactions (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended	8 Months Ended
	Feb. 01, 2014	Oct. 02, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation option exercised total intrinsic value	$ 0.8	$ 9.2

Non-Vested Stock Option Share Transactions (Detail) (USD $)	4 Months Ended	8 Months Ended
	Feb. 01, 2014	Oct. 02, 2013
Number of Units
Options Outstanding at Beginning of Period	4,683,151	424,231
Non-Vested Options Forfeited	(88,991)	(56,402)
Options Outstanding at End of Period	4,619,323	4,683,151
Weighted Average Grant Date Fair Value Per Unit
Options Outstanding at Beginning of Period	$ 2.95	$ 6.96
Non-Vested Options Granted	$ 26.96	$ 4.55
Non-Vested Options Forfeited	$ 2.01	$ 6.82
Options Outstanding at End of Period	$ 3.25	$ 2.95
Class A common stock
Weighted Average Grant Date Fair Value Per Unit
Cancellation of Class A Units		$ 2.95
Non Vested Options
Number of Units
Options Outstanding at Beginning of Period	3,824,073	255,457
Non-Vested Options Granted	52,761	175,500
Non-Vested Options Vested	(276,432)	(61,051)
Non-Vested Options Forfeited	(72,602)	(22,263)
Options Outstanding at End of Period	3,527,800	3,824,073
Weighted Average Grant Date Fair Value Per Unit
Options Outstanding at Beginning of Period	$ 3.73	$ 3.06
Non-Vested Options Granted	$ 10.96	$ 5.64
Non-Vested Options Vested	$ 0.62	$ 3.05
Non-Vested Options Forfeited	$ 2.48	$ 3.41
Options Outstanding at End of Period	$ 4.13	$ 3.73
Non Vested Options \| Class A common stock
Number of Units
Cancellation of Class A Units		(347,643)
Weighted Average Grant Date Fair Value Per Unit
Cancellation of Class A Units		$ 3.73

Information about Options to Purchase Shares (Detail) (USD $)	4 Months Ended	8 Months Ended	12 Months Ended		12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended
	Feb. 01, 2014	Oct. 02, 2013	Feb. 01, 2014	Feb. 02, 2013	Feb. 01, 2014 Exercise Price 1	May 31, 2013 Exercise Price 2	Feb. 01, 2014 Exercise Price 2	May 31, 2013 Exercise Price 3	Feb. 01, 2014 Exercise Price 3	Feb. 01, 2014 Exercise Price 4	May 17, 2012 Exercise Price 4	May 31, 2013 Exercise Price 8	Feb. 01, 2014 Exercise Price 8
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Exercise price lower range					$ 0.79					$ 4.55
Options, Exercise price, average	$ 26.96	$ 4.55				$ 1.65	$ 1.65	$ 3.17	$ 3.17	$ 4.55	$ 4.55	$ 5.07	$ 26.96
Options, Exercise price upper range					$ 0.94					$ 5.91
Options Outstanding, Number Outstanding	4,619,323	4,683,151	4,619,323	424,231	1,761,067		14,674		524,524	2,266,297			52,761
Options Outstanding Weighted Average Remaining Contractual Life (Years)					6 years 6 months		3 years 7 months 6 days		6 years 1 month 6 days	8 years 10 months 24 days			10 years
Options Exercisable Number Exercisable	1,091,523		1,091,523		637,343				259,510	194,670
Options Exercisable Weighted Average Remaining Contractual Life (Years)					5 years 4 months 24 days				4 years 8 months 12 days	5 years 9 months 18 days

Stock Options Vested and Expected to Vest (Detail) (USD $)	12 Months Ended
	Feb. 01, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, vested and expected to vest	4,445,723
Weighted Average Remaining Contractual Life (Years)	7 years 8 months 12 days
Weighted Average Exercise Price	$ 3.23

Weighted Average Grant Date Fair Value of Options Issued (Detail)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2011
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items]
Risk-Free Interest Rate, minimum	1.70%	1.00%	1.30%
Risk-Free Interest Rate, maximum	2.09%	1.30%	3.40%
Expected Volatility		35.00%	31.10%
Expected Volatility, minimum	36.80%
Expected Volatility, maximum	38.00%
Expected Life (years)		6 years 6 months
Contractual Life (years)	10 years	10 years	10 years
Expected Dividend Yield	0.00%	0.00%	0.00%
Minimum
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items]
Expected Life (years)	6 years 3 months		6 years 4 months 24 days
Maximum
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items]
Expected Life (years)	7 years 4 months 24 days		9 years 3 months 18 days

Weighted Average Assumptions Used to Estimate Fair Value of Stock Option (Detail) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Exercise Price 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted Average Grant Date Fair Value of Options Issued			$ 3.11
Exercise Price 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted Average Grant Date Fair Value of Options Issued	$ 5.64	$ 2.56	$ 2.46
Exercise Price 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted Average Grant Date Fair Value of Options Issued		$ 4.31
Exercise Price 5
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted Average Grant Date Fair Value of Options Issued		$ 2.78	$ 1.67
Exercise Price 6
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted Average Grant Date Fair Value of Options Issued			$ 1.85
Exercise Price 8
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted Average Grant Date Fair Value of Options Issued	$ 10.96

Award Grant, Vested and Forfeiture Transactions (Detail) (USD $)	4 Months Ended	8 Months Ended
	Feb. 01, 2014	Oct. 02, 2013
Class A common stock
Number of Awards
Cancellation of Class A Units		(425,741)
Non Vested Restricted Stock
Number of Awards
Non-Vested Awards Outstanding at Beginning of Period	55,000	5,000
Awards Granted	26,396
Awards Vested
Non-Vested Awards Outstanding at End of Period	81,396	55,000
Weighted Average Grant Date Fair Value Per Awards
Non-Vested Awards Outstanding at Beginning of Period	$ 5.56	$ 5.56
Awards Granted	$ 27.22
Awards Vested
Non-Vested Awards Outstanding at End of Period	$ 12.58	$ 5.56
Non Vested Restricted Stock \| Class A common stock
Number of Awards
Cancellation of Class A Units		(5,000)
Weighted Average Grant Date Fair Value Per Awards
Cancellation of Class A Units		$ 5.56

Lease Commitments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Feb. 01, 2014
Leases Disclosure [Line Items]
Operating and capital leases, expiration period	30 years
Future minimum sublease rental income	$ 36.9

Future Minimum Lease Payments (Detail) (USD $)
In Thousands, unless otherwise specified

Feb. 01, 2014

Operating Leases

2014

$ 249,620

^[1]

2015

253,334

^[1]

2016

238,591

^[1]

2017

218,149

^[1]

2018

190,477

^[1]

Thereafter

648,251

^[1]

Total Minimum Lease Payments

1,798,422

^[1]

Capital Leases

2,704

3,016

3,011

3,389

3,139

22,249

Total Minimum Lease Payments

37,508

Amount Representing Interest

(14,309)

Future Minimum Payments Receivable [Line Items]

$ 23,199

[1]	Total future minimum lease payments include $73.6 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $151.5 million of minimum lease payments for 12 stores and one warehouse that the Company has committed to open during Fiscal 2014.

Future Minimum Lease Payments (Parenthetical) (Detail) (USD $)
In Thousands, unless otherwise specified

Feb. 01, 2014

Store

Warehouse

Stores committed to be opened during Fiscal 2014

$ 1,798,422

^[1]

Warehouses committed to be opened during Fiscal 2014

Lease Agreements

Future Minimum Payments Receivable [Line Items]

Future Minimum Payments Receivable [Line Items]

73,600

New Stores

Contingent Rental Payments

$ 159,300

[1]	Total future minimum lease payments include $73.6 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $151.5 million of minimum lease payments for 12 stores and one warehouse that the Company has committed to open during Fiscal 2014.

Net Rent Expense (Detail) (USD $)
In Thousands, unless otherwise specified

12 Months Ended

Feb. 01, 2014

Feb. 02, 2013

Jan. 28, 2012

Rent Expense:

Minimum Rental Payments

$ 239,049

$ 219,982

$ 197,327

3,614

3,056

2,689

Straight-Line Rent Expense

8,182

12,115

9,211

Lease Incentives Amortization

(21,557)

(18,590)

(15,869)

Amortization of Purchased Lease Rights

958

1,033

901

Total Rent Expense

230,246

^[1]

217,596

^[1]

194,259

^[1]

Less All Rental Income

(19,613)

^[2]

(19,721)

^[2]

(19,113)

^[2]

Total Net Rent Expense

$ 210,633

$ 197,875

$ 175,146

[1]	Included in the line item "Selling and Administrative Expenses" in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).
[2]	Included in the line item "Other Revenue" in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

The increases or decreases in lease payments that result from changes occurring after the inception of the lease in the factors (other than the passage of time) on which lease payments are based, except that any escalation of minimum lease payments relating to increases in construction or acquisition cost of the leased property or for increases in some measure of cost or value during the construction or preconstruction period, are excluded from contingent rentals. Contingent rentals also may include amounts for which the triggering events have not yet occurred or the specified targets for which have not yet been achieved (such as sales based percentage rent), but which events are considered probable of occurring or which specified targets are considered probable of being achieved.

+ References+ Details

Employee Retirement Plans - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
401(k) Plan Match Expense	$ 5.1	$ 4.3	$ 3.6
401(k) Plan forfeitures	$ 0.1	$ 0.3	$ 0.2

Restructuring and Separation Costs - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Restructuring Cost and Reserve [Line Items]
Severance and restructuring charges	$ 2,171	$ 2,999	$ 7,438

Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.

+ References+ Details

Charges and Payments Related to Restructuring and Separation Costs (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Restructuring Cost and Reserve [Line Items]
Severance-Restructuring, Beginning Balance	$ 597	$ 979
Severance-Restructuring, Charges	2,171	2,999	7,438
Severance-Restructuring, Cash Payments	(2,535)	(3,381)
Severance-Restructuring, Ending Balance	233	597	979
Severance Restructuring
Restructuring Cost and Reserve [Line Items]
Severance-Restructuring, Charges	924	1,225
Severance-Restructuring, Cash Payments	(924)	(1,225)
Severance Separation Cost
Restructuring Cost and Reserve [Line Items]
Severance-Restructuring, Beginning Balance	597	979
Severance-Restructuring, Charges	1,247	1,774
Severance-Restructuring, Cash Payments	(1,611)	(2,156)
Severance-Restructuring, Ending Balance	$ 233	$ 597

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.

+ References+ Details

(Loss) Earnings Before Income Taxes (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Components Of Earnings Loss Before Income Taxes [Line Items]
Domestic	$ 40,246	$ 33,625	$ (7,618)
Foreign	(7,888)	(4,460)	(2,802)
Income (Loss) Before Income Tax Expense (Benefit)	$ 32,358	$ 29,165	$ (10,420)

Income Tax (Benefit) Expense (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Current:
Federal	$ 29,794	$ 13,813	$ (11,847)
State	4,036	(3,704)	5,901
Foreign	351	291	2,499
Subtotal	34,181	10,400	(3,447)
Deferred:
Federal	(17,045)	(3,386)	903
State	(928)	(3,519)	(1,235)
Foreign		369	(369)
Subtotal	(17,973)	(6,536)	(701)
Total income tax expense (benefit)	$ 16,208	$ 3,864	$ (4,148)

Tax Rate Reconciliations (Detail)	12 Months Ended
Tax Rate Reconciliations (Detail)	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Schedule of Effective Tax Rate Reconciliation [Line Items]
Tax at statutory rate (%)	35.00%	35.00%	(35.00%)
State income taxes, net of federal	8.40%	5.80%	(9.50%)
Change in valuation allowance	4.90%	1.80%	14.80%
Permanent items	0.60%	(1.40%)	13.30%
Tax credits	(7.70%)	(11.70%)	(30.50%)
Tax reserves	2.10%	(14.10%)	(11.60%)
Deferred tax asset - stock compensation	8.30%
Impact of change in state tax laws and rates	2.80%	(2.10%)	9.00%
Foreign taxes	(3.80%)	(1.20%)	9.70%
Other	(0.50%)	1.20%
Effective tax rate (%)	50.10%	13.30%	(39.80%)

Tax Effects of Temporary Differences Included in Deferred Tax Accounts (Detail) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
Current deferred tax assets and liabilities:
Allowance for doubtful accounts	$ 43	$ 32
Compensated absences	646	743
Inventory costs and reserves capitalized for tax purposes	5,392	6,977
Sales return reserves	2,831	2,890
Reserves	515	331
Deferred revenue	1,428	1,062
Valuation allowance	(110)	(803)
Total current deferred tax assets and liabilities	34,046	24,691
Non-Current deferred tax assets and liabilities:
Deferred rent	31,809	28,266
State net operating losses (net of federal benefit)	9,095	9,206
Landlord allowances	32,747	29,673
State credits	2,173	2,366
Federal and Puerto Rico tax credits	1,612	7,008
Valuation allowance	(8,998)	(7,079)
Total non-current deferred tax assets and liabilities	93,539	94,951
Current deferred tax assets and liabilities:
Prepaid items and other items deductible for tax purposes	20,571	17,355
Prepaid items taxable for tax purposes
Total current deferred tax assets and liabilities	20,571	18,558
Non-Current deferred tax assets and liabilities:
Property and equipment basis adjustments	128,657	130,793
Total non-current deferred tax assets and liabilities	336,247	348,290
Net deferred tax liability	229,233	247,206
Deferred Tax Assets Current
Current deferred tax assets and liabilities:
Insurance reserves	8,085	6,985
Accrued interest		19
Prepaid items taxable for tax purposes	1,522	1,546
Employee benefit accrual	13,210	4,641
Other	484	268
Non-Current deferred tax assets and liabilities:
Insurance reserves	8,085	6,985
Employee benefit compensation	13,210	4,641
Prepaid items taxable for tax purposes	1,522	1,546
Accrued interest		19
Other	484	268
Deferred Tax Assets Noncurrent
Current deferred tax assets and liabilities:
Insurance reserves	13,217	12,253
Accrued interest	3,538	2,991
Prepaid items taxable for tax purposes	3,508	5,341
Employee benefit accrual	4,838	4,373
Other		553
Non-Current deferred tax assets and liabilities:
Insurance reserves	13,217	12,253
Employee benefit compensation	4,838	4,373
Prepaid items taxable for tax purposes	3,508	5,341
Accrued interest	3,538	2,991
Other		553
Long Lived Assets
Non-Current deferred tax assets and liabilities:
Intangible Assets	113,089	124,129
Indefinite Lived Assets
Non-Current deferred tax assets and liabilities:
Intangible Assets	$ 93,618	$ 93,368

Income Taxes - Additional Information (Detail) (USD $)	12 Months Ended
Income Taxes - Additional Information (Detail) (USD $)	Feb. 01, 2014	Feb. 02, 2013
Income Tax Disclosure [Line Items]
Deferred tax asset for net operating loss	$ 9,095,000	$ 9,206,000
Unrecognized benefits	15,300,000	16,900,000
Unrecognized benefits, affect effective tax rate	6,000,000	6,100,000
Unrecognized benefits, interest and penalties	1,300,000	2,100,000
Unrecognized benefits, interest and penalties	11,700,000	10,400,000
State and Local Jurisdiction
Income Tax Disclosure [Line Items]
Deferred tax asset for net operating loss	7,800,000
Deferred tax assets subject to expire	5,700,000
Valuation allowances	5,700,000
Tax credit carryforwards	2,100,000
Tax credit expiration period	2021
State and Local Jurisdiction \| Minimum
Income Tax Disclosure [Line Items]
Net operating losses subject to expiration year	2013
State and Local Jurisdiction \| Maximum
Income Tax Disclosure [Line Items]
Net operating losses subject to expiration year	2025
PUERTO RICO
Income Tax Disclosure [Line Items]
Deferred tax asset for net operating loss	1,300,000
Valuation allowances	1,300,000
Amount of alternative minimum tax credits	1,600,000
Full valuation allowance	$ 1,600,000
PUERTO RICO \| Minimum
Income Tax Disclosure [Line Items]
Net operating losses subject to expiration year	2020

Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Schedule of Unrecognized Tax Benefits [Line Items]
Ending balance at beginning of period	$ 16,924	$ 22,149	$ 23,271
Additions for tax positions of the current year
Additions for tax positions of prior years			6,383
Reduction for tax positions of prior years	(1,524)	(5,225)	(7,505)
Settlements
Lapse of statute of limitations	(128)
Ending balance at beginning of period	$ 15,272	$ 16,924	$ 22,149

Fair Value of Financial Instruments - Additional Information (Detail) (Interest Rate Cap, Maximum, USD $) In Millions, unless otherwise specified	Feb. 01, 2014
Interest Rate Cap \| Maximum
Debt Instrument [Line Items]
Credit valuation adjustments	$ 0.1

Fair Values of Financial Assets and Hierarchy of Level of Inputs (Detail) (USD $)
In Thousands, unless otherwise specified

Feb. 01, 2014

Feb. 02, 2013

Fair Value, Inputs, Level 1

Cash equivalents (including restricted cash)

$ 32,324

$ 34,972

Fair Value, Inputs, Level 2 | Interest Rate Cap

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Interest rate cap agreements

^[1]

Fair Value, Inputs, Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Note Receivable

$ 385

^[2]

[1]	Included in "Other Assets" within the Company's Consolidated Balance Sheets. Refer to Note 8, "Derivatives and Hedging Activities," for further discussion regarding the Company's interest rate cap agreements.
[2]	The change in the fair value of our Level 3 note receivable is related to the Company receiving full payment during Fiscal 2013. As of February 2, 2013, this note receivable was included in "Prepaid and Other Current Assets" on the Company's Consolidated Balance Sheets.

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Fair value of financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, elected not to be offset against an obligation to return collateral under a master netting arrangement.

+ References+ Details

Fair Values of Financial Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified

Feb. 01, 2014

Feb. 02, 2013

$ 1,404,986

^[1]

$ 1,313,084

^[1]

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

1,466,061

^[1]

1,364,170

^[1]

Senior Secured Term Loans

828,839

^[1]

863,084

^[1]

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

836,091

^[1]

874,232

^[1]

2019 Senior Notes

450,000

^[1]

450,000

^[1]

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

501,458

^[1]

489,938

^[1]

2018 Senior Notes

126,147

^[1]

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

$ 128,512

^[1]

[1]	Capital lease obligations are excluded from the table above.

Fair Values of Financial Liabilities (Parenthetical) (Detail) (USD $)
In Thousands, unless otherwise specified

12 Months Ended

Feb. 01, 2014

Senior Secured Term Loans

Long-Term Debt, face amount

$ 1,000,000

^[1]

Long-Term Debt, maturity date

Feb. 23, 2017

^[1]

2019 Senior Notes

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, face amount

450,000

^[1]

Long-Term Debt, maturity date

10.00%

^[1]

Feb. 15, 2019

^[1]

Long-Term Debt, payment frequency

Semi-annual

^[1]

Long-Term Debt, first payment date

Feb. 15, 2014

^[1]

Long-Term Debt, last payment date

Feb. 15, 2019

^[1]

2018 Senior Notes

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, face amount

$ 350,000

^[1]

Long-Term Debt, maturity date

Feb. 15, 2018

^[1]

Long-Term Debt, payment frequency

Semi-annual

^[1]

Long-Term Debt, first payment date

Feb. 15, 2014

^[1]

Long-Term Debt, last payment date

Feb. 15, 2018

^[1]

2018 Senior Notes | Interest Rate One

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

9.00%

^[1]

2018 Senior Notes | Interest Rate Two

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

9.75%

^[1]

London Interbank Offered Rate Floor | Senior Secured Term Loans

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

1.00%

^[1]

London Interbank Offered Rate (LIBOR) | Senior Secured Term Loans

Condensed Income Statements, Captions [Line Items]

3.30%

^[1]

[1]	Capital lease obligations are excluded from the table above.

Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013	Nov. 30, 2005
Commitments and Contingencies Disclosure [Line Items]
Reserves relating to legal claims	$ 1.3	$ 0.9
Letters of credit, Outstanding amount	43.9	35.3
Purchase commitments related to goods or services	597.3
Death benefits			1.0
Guarantee Performance Under Insurance And Utility Agreement
Commitments and Contingencies Disclosure [Line Items]
Letters of credit, Outstanding amount	28.8	26.7
Merchandising Agreement
Commitments and Contingencies Disclosure [Line Items]
Letters of credit, Outstanding amount	15.1	8.6
Letter of Credit
Commitments and Contingencies Disclosure [Line Items]
Letters of credit, Outstanding amount	$ 456.2	$ 422.7

Related Party Transactions - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended				1 Months Ended
	Oct. 02, 2013	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012	Apr. 30, 2006	Apr. 30, 2006 Quarterly Payment
Related Party Transaction [Line Items]
Advisory agreement initial term			10 years
Advisory agreement termination date			Oct. 02, 2013
Costs Related to Debt Amendments and Initial Public Offering	$ 10,100,000	$ 23,026,000	$ 4,175,000	$ (473,000)
Advisory agreement, periodic fee payment						1,000,000
Advisory agreement, fee as a percentage of financing, acquisition, disposition or change of control					1.00%
Advisory agreement term extension		1 year
Fees paid		2,900,000	4,300,000	4,300,000
Prepaid advisory fees			$ 600,000

Quarterly Result (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

12 Months Ended

Feb. 01, 2014

Nov. 02, 2013

Aug. 03, 2013

May 04, 2013

Feb. 02, 2013

Oct. 27, 2012

Jul. 28, 2012

Apr. 28, 2012

Feb. 01, 2014

Feb. 02, 2013

Jan. 28, 2012

Net Sales

$ 1,334,277

$ 1,064,502

$ 963,711

$ 1,065,013

$ 1,316,882

^[1]

$ 967,894

$ 864,181

$ 982,422

$ 4,427,503

$ 4,131,379

$ 3,854,134

Gross Margin

555,929

^[2]

414,865

^[2]

363,391

^[2]

397,361

^[2]

544,581

^[1],[2]

373,505

^[2]

320,632

^[2]

362,537

^[2]

$ 63,584

$ (16,857)

$ (25,014)

$ (5,563)

$ 67,945

^[1]

$ (7,447)

$ (31,257)

$ (3,940)

$ 16,150

$ 25,301

$ (6,272)

Net Income (Loss) Per Share-Basic:

Net Income (Loss) Per Share-Diluted:

$ (0.26)

$ (0.24)

$ (0.26)

$ (0.39)

$ (0.27)

$ (0.28)

Class L Common Stock

Net Income (Loss) Per Share-Basic:

Net Income (Loss) Per Share-Diluted:

$ 8.04

^[3],[4]

$ 8.01

^[3],[4]

$ 7.91

^[3],[4]

$ 7.96

^[1],[3],[4]

$ 7.12

^[3],[4]

$ 6.95

^[3],[4]

$ 6.73

^[3],[4]

$ 31.93

$ 28.76

$ 24.58

$ 8.04

^[3],[4]

$ 8.01

^[3],[4]

$ 7.91

^[3],[4]

$ 7.96

^[1],[3],[4]

$ 7.12

^[3],[4]

$ 6.95

^[3],[4]

$ 6.73

^[3],[4]

$ 31.93

$ 28.76

$ 24.58

Common Stock

Net Income (Loss) Per Share-Basic:

Net Income (Loss) Per Share-Diluted:

$ 0.86

^[3],[4]

$ (0.12)

^[3],[4]

$ (0.13)

^[3],[4]

$ (0.09)

^[3],[4]

$ 0.05

^[1],[3],[4]

$ (0.09)

^[3],[4]

$ (0.13)

^[3],[4]

$ (0.08)

^[3],[4]

$ 0.84

^[3],[4]

$ (0.12)

^[3],[4]

$ (0.22)

^[3],[4]

$ (0.09)

^[3],[4]

$ 0.05

^[1],[3],[4]

$ (0.09)

^[3],[4]

$ (0.14)

^[3],[4]

$ (0.08)

^[3],[4]

[1]	The quarter ended February 2, 2013 consisted of 14-weeks; all other quarters presented consisted of 13 weeks.
[2]	Gross margin is equal to net sales less cost of sales.
[3]	All per share amounts have been adjusted for the 11-for-1 stock split effective immediately prior to the Company's initial public offering, which was completed on October 7, 2013.
[4]	Quarterly EPS results may not equal full year amounts due to rounding

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References+ Details

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References+ Details

Income (Loss) Before Provision (Benefit) for Income Tax

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph 20

-Article 9

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=31042434&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Other Comprehensive Income

-URI http://asc.fasb.org/extlink&oid=6519514

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Net Income

-URI http://asc.fasb.org/extlink&oid=6518256

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.19)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.18)

-URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.22)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e565-108580

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 19

-Article 5

+ Details

Subsequent Events - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended				3 Months Ended		1 Months Ended
	Jan. 31, 2014	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012	Feb. 20, 2013 Holdco notes	May 03, 2014 Subsequent Event Holdco notes	Apr. 04, 2014 Subsequent Event Holdco notes	Mar. 13, 2014 Subsequent Event Amended Agreement	Mar. 13, 2014 Subsequent Event Amended Agreement After adoption of Amended Agreement "Effective Date"	Mar. 13, 2014 Subsequent Event Amended Agreement After six months from the Effective Date	Mar. 13, 2014 Subsequent Event Amended Agreement After nine months from the Effective Date
Subsequent Event [Line Items]
Aggregate principal amount of senior notes					$ 350,000,000		$ 58,000,000
Loss on extinguishment of long-term debt	(800,000)	(16,094,000)	(2,222,000)	(37,764,000)		(3,700,000)
Deferred financing cost			300,000			1,600,000
Redemption premiums						1,200,000
Write-off the unamortized original issue discount						$ 900,000
Percentage of issuance of common stock									25.00%	50.00%	75.00%
Common stock issuance anniversary period								1 year
Percentage of common stock sold								0.67%

Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012	Jan. 28, 2011
ASSETS:
Current Assets	$ 1,016,520	$ 879,654
Total Assets	2,621,092	2,478,082
Current Liabilities:
Current Liabilities	903,816	740,055
Commitments and Contingencies
Common Stock Class L		1,029,189
Total Stockholders' Deficit	(150,468)	(1,109,458)	(995,890)	(603,242)
Total Liabilities and Stockholders' Deficit	2,621,092	2,478,082
Parent Company
ASSETS:
Current Assets	3,523	996
Total Assets	3,523	996
Current Liabilities:
Current Liabilities
Negative Investment in Subsidiaries	153,991	81,265
Commitments and Contingencies
Common Stock Class L		1,029,189
Total Stockholders' Deficit	(150,468)	(1,109,458)
Total Liabilities and Stockholders' Deficit	$ 3,523	$ 996

Statements of Operations and Comprehensive Income (Detail) (USD $)
In Thousands, unless otherwise specified

3 Months Ended

12 Months Ended

Feb. 01, 2014

Nov. 02, 2013

Aug. 03, 2013

May 04, 2013

Feb. 02, 2013

Oct. 27, 2012

Jul. 28, 2012

Apr. 28, 2012

Feb. 01, 2014

Feb. 02, 2013

Jan. 28, 2012

REVENUES:

Total Revenue

$ 4,461,987

$ 4,165,504

$ 3,887,531

COSTS AND EXPENSES:

Total Costs and Expenses

4,429,629

4,136,339

3,897,951

32,358

29,165

(10,420)

Provision (Benefit) for Income Tax

16,208

3,864

(4,148)

Comprehensive Income (Loss)

63,584

(16,857)

(25,014)

(5,563)

67,945

^[1]

(7,447)

(31,257)

(3,940)

16,150

25,301

(6,272)

16,150

25,301

(6,272)

Parent Company

REVENUES:

Total Revenue

COSTS AND EXPENSES:

(Income) Loss from Equity Investment

Total Costs and Expenses

Income (Loss) Before Provision (Benefit) for Income Tax

Provision (Benefit) for Income Tax

Earnings from Equity Investment, Net of Income Taxes

16,150

25,301

(6,272)