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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Big Lots Inc | NYSE:BIG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.02 | 0.55% | 3.63 | 3.83 | 3.51 | 3.65 | 965,218 | 01:00:00 |
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
February 2, 2019
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or
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o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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Commission File Number 1-8897
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BIG LOTS, INC.
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(Exact name of registrant as specified in its charter)
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Ohio
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06-1119097
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4900 E. Dublin-Granville Road, Columbus, Ohio
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43081
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(Address of principal executive offices)
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(Zip Code)
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(614) 278-6800
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Shares $0.01 par value
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New York Stock Exchange
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
þ
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No
o
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
o
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No
þ
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
þ
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No
o
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
þ
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No
o
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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þ
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act
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||||
Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
o
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No
þ
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Part I
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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Item 16.
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Fiscal Year
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Number of Weeks
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Year Begin Date
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Year End Date
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2019
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52
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February 3, 2019
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February 1, 2020
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2018
|
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52
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February 4, 2018
|
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February 2, 2019
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2017
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53
|
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January 29, 2017
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February 3, 2018
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2016
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52
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January 31, 2016
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January 28, 2017
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2015
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52
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February 1, 2015
|
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January 30, 2016
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2014
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52
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February 2, 2014
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January 31, 2015
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2018
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2017
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2016
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2015
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2014
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|||||
Stores open at the beginning of the year
|
1,416
|
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1,432
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1,449
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1,460
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1,493
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Stores opened during the year
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32
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24
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9
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9
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24
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Stores closed during the year
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(47
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)
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(40
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)
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(26
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)
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(20
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)
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(57
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)
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Stores open at the end of the year
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1,401
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1,416
|
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1,432
|
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1,449
|
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1,460
|
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Alabama
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29
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Maine
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6
|
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Ohio
|
95
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Arizona
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34
|
|
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Maryland
|
25
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Oklahoma
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18
|
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Arkansas
|
11
|
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Massachusetts
|
22
|
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Oregon
|
15
|
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California
|
153
|
|
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Michigan
|
43
|
|
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Pennsylvania
|
66
|
|
Colorado
|
18
|
|
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Minnesota
|
3
|
|
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Rhode Island
|
1
|
|
Connecticut
|
14
|
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Mississippi
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14
|
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South Carolina
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34
|
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Delaware
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5
|
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Missouri
|
24
|
|
|
Tennessee
|
47
|
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Florida
|
104
|
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Montana
|
3
|
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Texas
|
111
|
|
Georgia
|
51
|
|
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Nebraska
|
3
|
|
|
Utah
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8
|
|
Idaho
|
6
|
|
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Nevada
|
13
|
|
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Vermont
|
4
|
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Illinois
|
33
|
|
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New Hampshire
|
6
|
|
|
Virginia
|
38
|
|
Indiana
|
45
|
|
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New Jersey
|
27
|
|
|
Washington
|
26
|
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Iowa
|
3
|
|
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New Mexico
|
11
|
|
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West Virginia
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16
|
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Kansas
|
7
|
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New York
|
64
|
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Wisconsin
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9
|
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Kentucky
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40
|
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North Carolina
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72
|
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Wyoming
|
2
|
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Louisiana
|
21
|
|
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North Dakota
|
1
|
|
|
|
|
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Total stores
|
1,401
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||
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Number of states
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47
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|
First
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Second
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Third
|
Fourth
|
||||
Fiscal Year 2018
|
|
|
|
|
||||
Net sales as a percentage of full year
|
24.2
|
%
|
23.3
|
%
|
22.0
|
%
|
30.5
|
%
|
Operating profit (loss) as a percentage of full year
|
20.8
|
|
15.7
|
|
(4.4
|
)
|
67.9
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|
Fiscal Year 2017
|
|
|
|
|
||||
Net sales as a percentage of full year
|
24.6
|
%
|
23.2
|
%
|
21.1
|
%
|
31.1
|
%
|
Operating profit as a percentage of full year
|
26.5
|
|
15.9
|
|
1.9
|
|
55.7
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Fiscal Year 2016
|
|
|
|
|
||||
Net sales as a percentage of full year
|
25.2
|
%
|
23.1
|
%
|
21.3
|
%
|
30.4
|
%
|
Operating profit as a percentage of full year
|
25.2
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15.6
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0.8
|
|
58.4
|
|
•
|
Changes in governmental laws, case law and regulations, including changes that increase our effective tax rate, comprehensive tax reform, or other matters related to taxation;
|
•
|
Changes in accounting standards, including new interpretations and updates to current standards;
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•
|
A downgrade in our credit rating could negatively affect our ability to access capital or increase our borrowing costs;
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•
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Events or circumstances could occur which could create bad publicity for us or for the types of merchandise offered in our stores which may negatively impact our business results including our sales;
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•
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Fluctuating commodity prices, including but not limited to diesel fuel and other fuels used by utilities to generate power, may affect our gross profit and operating profit margins;
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•
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Infringement of our intellectual property, including the Big Lots trademarks, could dilute their value; and
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•
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Other risks described from time to time in our filings with the SEC.
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State
|
Stores Owned
|
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Arizona
|
1
|
|
California
|
38
|
|
Colorado
|
3
|
|
Florida
|
3
|
|
Louisiana
|
1
|
|
Michigan
|
1
|
|
New Mexico
|
2
|
|
Ohio
|
1
|
|
Texas
|
3
|
|
Total
|
53
|
|
Location
|
Year Opened
|
Total Square Footage
|
Number of Stores Served
|
|
|
(Square footage in thousands)
|
|
Rancho Cucamonga, CA
|
1984
|
1,423
|
255
|
Columbus, OH
|
1989
|
3,559
|
312
|
Montgomery, AL
|
1996
|
1,411
|
301
|
Tremont, PA
|
2000
|
1,295
|
330
|
Durant, OK
|
2004
|
1,297
|
203
|
Total
|
|
8,985
|
1,401
|
Name
|
Age
|
Offices Held
|
Officer Since
|
Bruce K. Thorn
|
51
|
President and Chief Executive Officer
|
2018
|
Lisa M. Bachmann
|
57
|
Executive Vice President, Chief Merchandising and Operating Officer
|
2002
|
Timothy A. Johnson
|
51
|
Executive Vice President, Chief Administrative Officer and Chief Financial Officer
|
2004
|
Michael A. Schlonsky
|
52
|
Executive Vice President, Human Resources
|
2000
|
Stephen M. Haffer
|
53
|
Senior Vice President, Chief Customer Officer
|
2018
|
Nicholas E. Padovano
|
55
|
Senior Vice President, Store Operations
|
2014
|
Ronald A. Robins, Jr.
|
55
|
Senior Vice President, General Counsel and Corporate Secretary
|
2015
|
(1)
|
In December 2018 and January 2019, in connection with the vesting of certain outstanding restricted stock units, we acquired 69 and 10 of our common shares, respectively, which were withheld to satisfy minimum statutory income tax withholdings.
|
|
Indexed Returns
|
|||||||||||||||||
|
Years Ended
|
|||||||||||||||||
|
Base Period
|
|
|
|
|
|
||||||||||||
|
January
|
January
|
January
|
January
|
January
|
January
|
||||||||||||
Company / Index
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
||||||||||||
Big Lots, Inc.
|
$
|
100.00
|
|
$
|
173.38
|
|
$
|
148.96
|
|
$
|
190.13
|
|
$
|
230.14
|
|
$
|
128.76
|
|
S&P 500 Index
|
100.00
|
|
114.22
|
|
113.46
|
|
137.14
|
|
168.46
|
|
168.36
|
|
||||||
S&P 500 Retailing Index
|
$
|
100.00
|
|
$
|
120.09
|
|
$
|
140.26
|
|
$
|
166.28
|
|
$
|
234.96
|
|
$
|
254.29
|
|
|
Fiscal Year
|
||||||||||||||
(In thousands, except per share amounts and store counts)
|
2018
(a)
|
2017
(b)
|
2016
(a)
|
2015
(a)
|
2014
(a)
|
||||||||||
Net sales
|
$
|
5,238,105
|
|
$
|
5,264,362
|
|
$
|
5,193,995
|
|
$
|
5,190,582
|
|
$
|
5,177,078
|
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
3,116,210
|
|
3,121,920
|
|
3,094,576
|
|
3,123,442
|
|
3,133,124
|
|
|||||
Gross margin
|
2,121,895
|
|
2,142,442
|
|
2,099,419
|
|
2,067,140
|
|
2,043,954
|
|
|||||
Selling and administrative expenses
|
1,778,416
|
|
1,723,996
|
|
1,730,956
|
|
1,708,499
|
|
1,699,764
|
|
|||||
Depreciation expense
|
124,970
|
|
117,093
|
|
120,460
|
|
122,854
|
|
119,702
|
|
|||||
Operating profit
|
218,509
|
|
301,353
|
|
248,003
|
|
235,787
|
|
224,488
|
|
|||||
Interest expense
|
(10,338
|
)
|
(6,711
|
)
|
(5,091
|
)
|
(3,683
|
)
|
(2,588
|
)
|
|||||
Other income (expense)
|
(558
|
)
|
712
|
|
1,387
|
|
(5,254
|
)
|
—
|
|
|||||
Income from continuing operations before income taxes
|
207,613
|
|
295,354
|
|
244,299
|
|
226,850
|
|
221,900
|
|
|||||
Income tax expense
|
50,719
|
|
105,522
|
|
91,471
|
|
83,977
|
|
85,239
|
|
|||||
Income from continuing operations
|
156,894
|
|
189,832
|
|
152,828
|
|
142,873
|
|
136,661
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(22,385
|
)
|
|||||
Net income
|
$
|
156,894
|
|
$
|
189,832
|
|
$
|
152,828
|
|
$
|
142,873
|
|
$
|
114,276
|
|
Earnings per common share - basic:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
3.84
|
|
$
|
4.43
|
|
$
|
3.37
|
|
$
|
2.83
|
|
$
|
2.49
|
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.41
|
)
|
|||||
|
$
|
3.84
|
|
$
|
4.43
|
|
$
|
3.37
|
|
$
|
2.83
|
|
$
|
2.08
|
|
Earnings per common share - diluted:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
3.83
|
|
$
|
4.38
|
|
$
|
3.32
|
|
$
|
2.80
|
|
$
|
2.46
|
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.40
|
)
|
|||||
|
$
|
3.83
|
|
$
|
4.38
|
|
$
|
3.32
|
|
$
|
2.80
|
|
$
|
2.06
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
40,809
|
|
42,818
|
|
45,316
|
|
50,517
|
|
54,935
|
|
|||||
Diluted
|
40,962
|
|
43,300
|
|
45,974
|
|
50,964
|
|
55,552
|
|
|||||
Cash dividends declared per common share
|
$
|
1.20
|
|
$
|
1.00
|
|
$
|
0.84
|
|
$
|
0.76
|
|
$
|
0.51
|
|
Balance sheet data:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,023,347
|
|
$
|
1,651,726
|
|
$
|
1,607,707
|
|
$
|
1,640,370
|
|
$
|
1,635,891
|
|
Working capital
|
489,443
|
|
432,365
|
|
315,784
|
|
315,984
|
|
411,446
|
|
|||||
Cash and cash equivalents
|
46,034
|
|
51,176
|
|
51,164
|
|
54,144
|
|
52,261
|
|
|||||
Long-term obligations under bank credit facility
|
374,100
|
|
199,800
|
|
106,400
|
|
62,300
|
|
62,100
|
|
|||||
Shareholders’ equity
|
$
|
693,041
|
|
$
|
669,587
|
|
$
|
650,630
|
|
$
|
720,470
|
|
$
|
789,550
|
|
Cash flow data:
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
234,060
|
|
$
|
250,368
|
|
$
|
311,925
|
|
$
|
342,352
|
|
$
|
318,562
|
|
Cash used in investing activities
|
$
|
(376,473
|
)
|
$
|
(156,508
|
)
|
$
|
(84,701
|
)
|
$
|
(113,193
|
)
|
$
|
(90,749
|
)
|
Store data:
|
|
|
|
|
|
||||||||||
Total gross square footage
|
44,500
|
|
44,638
|
|
44,570
|
|
44,914
|
|
45,134
|
|
|||||
Total selling square footage
|
31,217
|
|
31,399
|
|
31,519
|
|
31,775
|
|
32,006
|
|
|||||
Stores open at end of the fiscal year
|
1,401
|
|
1,416
|
|
1,432
|
|
1,449
|
|
1,460
|
|
(a)
|
The period presented is comprised of 52 weeks.
|
(b)
|
The period presented is comprised of 53 weeks.
|
•
|
Net sales decreased $26.3 million, or 0.5%.
|
•
|
Comparable store sales for stores open at least fifteen months, including e-commerce, increased $62.3 million, or 1.2%.
|
•
|
Gross margin dollars decreased $20.5 million with a 20 basis point decrease in gross margin rate to 40.5% of sales.
|
•
|
Selling and administrative expenses increased $54.4 million. As a percentage of net sales, selling and administrative expenses increased 130 basis points to 34.0% of net sales.
|
•
|
Operating profit rate decreased 150 basis points to 4.2%.
|
•
|
Diluted earnings per share decreased 12.6% to $3.83 per share, compared to $4.38 per share in 2017.
|
•
|
Our return on invested capital decreased to 16.3% from 22.9%.
|
•
|
Inventory of $969.6 million represented a $96.8 million increase, or 11.1%, from
2017
.
|
•
|
We acquired approximately 2.4 million of our outstanding common shares for $100.0 million, under our 2018 Repurchase Program (as defined below in “Capital Resources and Liquidity”), at a weighted average price of $42.11 per share.
|
•
|
We declared and paid four quarterly cash dividends in the amount of $0.30 per common share, for a total paid amount of approximately $50.6 million.
|
|
2018
|
2017
|
2016
|
|||
Net sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
59.5
|
|
59.3
|
|
59.6
|
|
Gross margin
|
40.5
|
|
40.7
|
|
40.4
|
|
Selling and administrative expenses
|
34.0
|
|
32.7
|
|
33.3
|
|
Depreciation expense
|
2.4
|
|
2.2
|
|
2.3
|
|
Operating profit
|
4.2
|
|
5.7
|
|
4.8
|
|
Interest expense
|
(0.2
|
)
|
(0.1
|
)
|
(0.1
|
)
|
Other income (expense)
|
(0.0
|
)
|
0.0
|
|
0.0
|
|
Income before income taxes
|
4.0
|
|
5.6
|
|
4.7
|
|
Income tax expense
|
1.0
|
|
2.0
|
|
1.8
|
|
Net income
|
3.0
|
%
|
3.6
|
%
|
2.9
|
%
|
•
|
Earnings per diluted share to be $3.55 to $3.75, which excludes the impact of potential strategic review and transformation costs.
|
•
|
Comparable store sales increase in the low single digits.
|
•
|
Opening approximately 50 new stores and closing up to 45 stores.
|
•
|
Cash flow (operating activities less capital expenditures) of approximately $95 to $105 million.
|
•
|
Cash returned to shareholders of approximately $100 million, through our quarterly dividend program and the 2019 Repurchase Program.
|
•
|
Our Furniture category primarily focuses on our core customer’s home furnishing needs, such as upholstery, mattresses, case goods, and ready-to-assemble. In Furniture, we believe our competitive advantage is attributable to our sourcing relationships, our in-store availability, and everyday value offerings. A significant majority of our offerings in this category consists of replenishable products sourced either from recognized brand-name manufacturers or sold under our own brands. Our long-standing relationships with certain brand-name manufacturers, most notably in our mattresses and upholstery departments, allow us to work directly with them to create product offerings specifically for us, which enables us to provide a high-quality product at a competitive price. Additionally, we believe our “buy today, take home today” practice of carrying in-stock inventory of our core furniture offerings, which allows Jennifer to take home her purchase at the end of her shopping experience, positively differentiates us from our competition. We encourage Jennifer to shop and buy us online anytime and anywhere, and we invite her into our stores to touch and feel the quality and comfort of our products. We believe that offering a focused assortment, which is displayed in furniture vignettes, provides Jennifer a solution for decorating her home when combined with our home décor offerings. Supplementing our merchandising and presentation strategies, we provide multiple third-party financing options for our customers who may be more challenged for approval in traditional credit channels. Our financing partners are solely responsible for the credit approval decisions and carry the financial risk.
|
•
|
Our Seasonal category is “ownable” in our patio furniture, gazebos, and Christmas trim departments. We believe we have a competitive advantage in this category by creating trend-right products with strong value proposition in our own brands. We believe our in-store shopping experience differentiates us from the competition. We have a large selection of samples assembled and displayed throughout the seasonal section of our store and have packaged the box stock so that it is very easy for Jennifer to purchase and take home. Much of this merchandise is sourced on an import basis, which allows us to maintain our competitive pricing. Additionally, our Seasonal category offers a mix of departments and products that complement her outdoor experience and holiday decorating desires. We continue to work with our vendors to expand our assortment to respond to Jennifer’s evolving wants and needs.
|
•
|
Our Soft Home category is considered a “winnable” category, but has shown the potential to be an “ownable” category based on sales performance in areas such as bedding, bath, home fashion, and accents. Over the past few years, we have enhanced our assortment in Soft Home by allocating more selling space to the category to support a wider range of replenishable, fashion-based products. Our competitive advantage in Soft Home is centered around (1) a trend-right, focused assortment with improved quality and perceived value; and (2) our ability to furnish Jennifer’s home with the décor that compliments an in-store furniture purchase. We have worked to develop a “solutions” approach to complete a room through our cross-merchandising efforts, particularly color palette coordination, when combining our Soft Home offerings with our Furniture and Seasonal categories. This helps Jennifer envision how the product can work in her home and enhances our brand image.
|
•
|
Our Food and Consumables categories focus primarily on catering to Jennifer’s daily essentials by providing reliable value and consistency of product offerings. We believe we possess a competitive advantage in the Food and Consumables categories based on our sourcing capabilities for closeout merchandise. Manufacturers and vendors have closeout merchandise for a variety of different reasons, including other retailers canceling orders or going out of business, production overruns, or marketing or packaging changes. We believe our vendor relationships, along with our size and financial strength, afford us these opportunities. To supplement our closeout business, we have focused on improving and expanding our “never out” product assortment to provide more consistency in those areas where Jennifer desires consistently available product offerings, such as over-the-counter medications. We believe that we have added top brands to our “never out” programs in Consumables and that our assortment and value proposition will continue to differentiate us in this highly competitive industry. In recent customer surveys, our customers have indicated they have a greater association of value in our Consumables assortment than our Food offerings, and as such, we are evaluating our mix and allocation between these merchandise categories.
|
•
|
We believe that our Hard Home and Electronics, Toys, & Accessories categories serve as convenient adjacencies to our “ownable” and “winnable” categories. Over the past few years, we have intentionally narrowed our assortments in these categories and re-allocated linear footage to the “ownable” and “winnable” categories. Our product assortments in these categories focus on value, and savings in comparison to competitors, in areas such as food prep, table top, home maintenance, small appliances, and electronics.
|
•
|
Showcasing our “ownable” and “winnable” merchandise categories by moving our Furniture department to the front center of the prototype store with Seasonal and Soft Home on either side to improve the coordination of our home decorating solutions. We moved Food and Consumables to the back of the prototype store, while keeping them visible
|
•
|
Creating a warm and personalized tone throughout the store through improved lighting, new flooring, softening the colors on our walls, and greeting Jennifer with a “Hello” wall as she enters the store. We increased the length of our check-out counter and removed signage and clutter to make checking out more friendly and efficient. Additionally, we have added furniture vignettes and incorporated lifestyle photography to provide visual solutions for Jennifer.
|
•
|
Highlighting our focus on the community and local events. The wall behind the check-out counter thanks Jennifer for shopping us. We personalized the signage throughout the store and back room to reflect our friendly and community-oriented values.
|
(In thousands)
|
2018
|
|
2017
|
|
Change
|
|
Comps
|
|||||||||||||
Furniture
|
$
|
1,289,133
|
|
24.6
|
%
|
|
$
|
1,236,737
|
|
23.5
|
%
|
|
$
|
52,396
|
|
4.2
|
%
|
|
5.4
|
%
|
Soft Home
|
826,313
|
|
15.8
|
|
|
789,596
|
|
15.0
|
|
|
36,717
|
|
4.7
|
|
|
6.6
|
|
|||
Consumables
|
799,038
|
|
15.3
|
|
|
822,533
|
|
15.6
|
|
|
(23,495
|
)
|
(2.9
|
)
|
|
(0.4
|
)
|
|||
Food
|
782,988
|
|
14.9
|
|
|
818,387
|
|
15.5
|
|
|
(35,399
|
)
|
(4.3
|
)
|
|
(2.0
|
)
|
|||
Seasonal
|
765,619
|
|
14.6
|
|
|
765,674
|
|
14.5
|
|
|
(55
|
)
|
—
|
|
|
1.1
|
|
|||
Hard Home
|
407,596
|
|
7.8
|
|
|
428,788
|
|
8.2
|
|
|
(21,192
|
)
|
(4.9
|
)
|
|
(3.0
|
)
|
|||
Electronics, Toys, & Accessories
|
367,418
|
|
7.0
|
|
|
402,647
|
|
7.7
|
|
|
(35,229
|
)
|
(8.7
|
)
|
|
(7.4
|
)
|
|||
Net sales
|
$
|
5,238,105
|
|
100.0
|
%
|
|
$
|
5,264,362
|
|
100.0
|
%
|
|
$
|
(26,257
|
)
|
(0.5
|
)%
|
|
1.2
|
%
|
•
|
Soft Home
experienced increases in net sales and comps which were primarily driven by continued improvement in the product assortment, quality, and perceived value by our customers, particularly in our flooring, home decor, and bath departments, as well as increased selling space.
|
•
|
The
Furniture
category experienced increased net sales and comps during 2018, primarily driven by improved trends from newness in styles and color options throughout the sequential quarters in all departments, which was aided by the continued positive impact of our Easy Leasing lease-to-own program and our third-party, private label credit card offering.
|
•
|
The positive comps in our
Seasonal
category were primarily the result of positive results in fall fashion assortments as well as late season promotional strength in our lawn & garden department.
|
•
|
Consumables
experienced a slight decline in comps as close-out availability constrained net sales, partially offset by our efforts to expand our “never-out” brand-name offerings, particularly in our housekeeping department.
|
•
|
The
Food
category continued to experience decreased net sales and comps as price competition from the largest grocery store chains continues to weigh negatively on this category. This price competition has muted our ability to communicate and demonstrate our value proposition in this category as well as we have been able to do in the past.
|
•
|
The negative comps and decreased net sales in
Hard Home
and
Electronics, Toys, & Accessories
resulted from an intentionally narrowed merchandise assortment to support growth of “ownable” categories.
|
•
|
The lower rate on 2018 taxable income due to the enactment of federal legislation on December 22, 2017 commonly referred to as the Tax Cut and Jobs Act (“TCJA”) that resulted in a lower 2018 U.S. federal rate compared to the blended 2017 U.S. federal rate;
|
•
|
The absence of the impact of the net deferred tax expense related to the TCJA corporate income tax rate reduction on our net deferred tax assets during 2017; and
|
•
|
An increase in favorable state income tax settlements.
|
(In thousands)
|
2017
|
|
2016
|
|
Change
|
|
Comps
|
|||||||||||||
Furniture
|
$
|
1,236,737
|
|
23.5
|
%
|
|
$
|
1,195,365
|
|
23.0
|
%
|
|
$
|
41,372
|
|
3.5
|
%
|
|
1.8
|
%
|
Consumables
|
822,533
|
|
15.6
|
|
|
817,747
|
|
15.7
|
|
|
4,786
|
|
0.6
|
|
|
(0.2
|
)
|
|||
Food
|
818,387
|
|
15.5
|
|
|
824,414
|
|
15.9
|
|
|
(6,027
|
)
|
(0.7
|
)
|
|
(1.8
|
)
|
|||
Soft Home
|
789,596
|
|
15.0
|
|
|
750,814
|
|
14.5
|
|
|
38,782
|
|
5.2
|
|
|
4.2
|
|
|||
Seasonal
|
765,674
|
|
14.5
|
|
|
738,756
|
|
14.2
|
|
|
26,918
|
|
3.6
|
|
|
3.6
|
|
|||
Hard Home
|
428,788
|
|
8.2
|
|
|
437,575
|
|
8.4
|
|
|
(8,787
|
)
|
(2.0
|
)
|
|
(2.5
|
)
|
|||
Electronics, Toys, & Accessories
|
402,647
|
|
7.7
|
|
|
429,324
|
|
8.3
|
|
|
(26,677
|
)
|
(6.2
|
)
|
|
(7.8
|
)
|
|||
Net sales
|
$
|
5,264,362
|
|
100.0
|
%
|
|
$
|
5,193,995
|
|
100.0
|
%
|
|
$
|
70,367
|
|
1.4
|
%
|
|
0.4
|
%
|
•
|
Soft Home
experienced increases in net sales and comps which were primarily driven by continued improvement in the product assortment, quality, and perceived value by our customers, particularly in our bath and kitchen textiles.
|
•
|
The positive comps and increased net sales in our
Seasonal
category were primarily the result of strength in our summer and lawn & garden departments, which was the result of improved product assortment, particularly in outdoor décor and patio furniture, and strategically higher inventory levels in 2017 compared to 2016.
|
•
|
The
Furniture
category experienced increased net sales and comps during 2017, primarily driven by strength in our upholstery and mattress departments and the positive impact of our Easy Leasing lease-to-own program and our third-party, private label credit card offering.
|
•
|
Consumables
experienced a slight decrease in comps in numerous departments due to the timing of closeout inventory purchases, which was partially offset by positive comps in our health, beauty, and cosmetics department due to the introduction of an everyday, branded product program and space expansions in our bath / body wash and over-the-counter / nutritional health departments.
|
•
|
The
Food
category experienced decreased net sales and comps due to product mix imbalances, particularly in our snacks and dry goods, and a highly competitive marketplace. We invested in growing our Food inventory position from the beginning of the year to address these imbalances and in improving our assortment of “never out” products.
|
•
|
The negative comps and decreased net sales in
Hard Home
and
Electronics, Toys, & Accessories
resulted from an intentionally narrowed merchandise assortment.
|
•
|
The net excess tax benefits associated with settlement of share-based payment awards due to the adoption of ASU 2016-09;
|
•
|
The lower rate on 2017 current taxable income due to enactment of federal legislation on December 22, 2017 commonly referred to as the Tax Cut and Jobs Act (“TCJA”) that resulted in a lower blended 2017 rate (prorated based on a January 1, 2018 effective date for the rate reduction); and
|
•
|
A decrease in the nondeductible expenses.
|
(In thousands)
|
2018
|
|
2017
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
234,060
|
|
|
$
|
250,368
|
|
|
$
|
(16,308
|
)
|
Net cash used in investing activities
|
(376,473
|
)
|
|
(156,508
|
)
|
|
(219,965
|
)
|
|||
Net cash provided by (used in) financing activities
|
$
|
137,271
|
|
|
$
|
(93,848
|
)
|
|
$
|
231,119
|
|
|
Payments Due by Period
(1)
|
||||||||||||||
|
|
Less than
|
|
|
More than
|
||||||||||
(In thousands)
|
Total
|
1 year
|
1 to 3 years
|
3 to 5 years
|
5 years
|
||||||||||
Obligations under bank credit facility
(2)
|
$
|
374,884
|
|
$
|
784
|
|
$
|
—
|
|
$
|
374,100
|
|
$
|
—
|
|
Operating lease obligations
(3) (4)
|
1,679,983
|
|
369,008
|
|
588,935
|
|
347,325
|
|
374,715
|
|
|||||
Capital lease obligations
(4)
|
170,958
|
|
9,050
|
|
20,540
|
|
13,504
|
|
127,864
|
|
|||||
Purchase obligations
(4) (5)
|
741,502
|
|
622,037
|
|
95,563
|
|
23,381
|
|
521
|
|
|||||
Other long-term liabilities
(6)
|
62,299
|
|
9,329
|
|
10,325
|
|
9,544
|
|
33,101
|
|
|||||
Total contractual obligations
|
$
|
3,029,626
|
|
$
|
1,010,208
|
|
$
|
715,363
|
|
$
|
767,854
|
|
$
|
536,201
|
|
(1)
|
The disclosure of contractual obligations in this table is based on assumptions and estimates that we believe to be reasonable as of the date of this report. Those assumptions and estimates may prove to be inaccurate; consequently, the amounts provided in the table may differ materially from those amounts that we ultimately incur. Variables that may cause the stated amounts to vary from the amounts actually incurred include, but are not limited to: the termination of a contractual obligation prior to its stated or anticipated expiration; fees or damages incurred as a result of the premature termination or breach of a contractual obligation; the acquisition of more or less services or goods under a contractual obligation than are anticipated by us as of the date of this report; fluctuations in third party fees, governmental charges, or market rates that we are obligated to pay under contracts we have with certain vendors; and the exercise of renewal options under, or the automatic renewal of, contracts that provide for the same.
|
(2)
|
Obligations under the bank credit facility consist of the borrowings outstanding under the 2018 Credit Agreement, and the associated accrued interest of $0.8 million. In addition, we had outstanding letters of credit totaling
$55.9 million
at
February 2, 2019
. Approximately
$53.8 million
of the outstanding letters of credit represent stand-by letters of credit and we do not expect to meet the conditions requiring significant cash payments on these letters of credit; accordingly, they have been excluded from this table. For a further discussion, see note 3 to the accompanying consolidated financial statements. The remaining
$2.1 million
of outstanding letters of credit represent commercial letters of credit whereby the related obligation is included in the purchase obligation.
|
(3)
|
Operating lease obligations include, among other items, leases for retail stores, offices, and certain computer and other business equipment. The future minimum commitments for retail store and office operating leases are
$1,319.2 million
. For a further discussion of leases, see note 5 to the accompanying consolidated financial statements. Many of the store lease obligations require us to pay for our applicable portion of CAM, real estate taxes, and property insurance. In connection with our store lease obligations, we estimated that future obligations for CAM, real estate taxes, and property insurance were $360.8 million at
February 2, 2019
. We have made certain assumptions and estimates in order to account for our contractual obligations relative to CAM, real estate taxes, and property insurance. Those assumptions and estimates include, but are not limited to: use of historical data to estimate our future obligations; calculation of our obligations based on comparable store averages where no historical data is available for a particular leasehold; and assumptions related to average expected increases over historical data.
|
(4)
|
For purposes of the lease and purchase obligation disclosures, we have assumed that we will make all payments scheduled or reasonably estimated to be made under those obligations that have a determinable expiration date, and we disregarded the possibility that such obligations may be prematurely terminated or extended, whether automatically by the terms of the obligation or by agreement between us and the counterparty, due to the speculative nature of premature termination or extension. Where an operating lease or purchase obligation is subject to a month-to-month term or another automatically renewing term, we included in the table our minimum commitment under such obligation, such as one month in the case of a month-to-month obligation and the then-current term in the case of another automatically renewing term, due to the uncertainty of future decisions to exercise options to extend or terminate any existing leases.
|
(5)
|
Purchase obligations include outstanding purchase orders for merchandise issued in the ordinary course of our business that are valued at
$401.4 million
, the entirety of which represents obligations due within one year of
February 2, 2019
. In addition, we have purchase commitments for future inventory purchases totaling
$1.3 million
at
February 2, 2019
. While we are not required to meet any periodic minimum purchase requirements under this commitment, we have included, for purposes of this tabular disclosure, the value of the purchases that we anticipate making during each of the reported periods as purchases that will count toward our fulfillment of the aggregate obligation. The remaining
$338.9 million
of purchase obligations is primarily related to distribution and transportation, information technology, print advertising, energy procurement, and other store security, supply, and maintenance commitments.
|
(6)
|
Other long-term liabilities include $31.8 million for obligations related to our nonqualified deferred compensation plan, $25.1 million for a charitable commitment, and $3.4 million for unrecognized tax benefits. We have estimated the payments due by period for the nonqualified deferred compensation plan based on an average of historical distributions. We have committed to make a $40.0 million charitable donation over a 10-year period, and we have a remaining obligation of $25.1 million over the next eight years. We have included unrecognized tax benefits of $2.6 million for payments expected in 2019 and $0.8 million of timing-related income tax uncertainties anticipated to reverse in 2019. Unrecognized tax benefits in the amount of $13.4 million have been excluded from the table because we are unable to make a reasonably reliable estimate of the timing of future payments.
|
Issue Year
|
Outstanding PSUs at
February 2, 2019 |
Actual Grant Date
|
Expected Valuation (Grant) Date
|
2016
|
282,083
|
March 2018
|
|
2017
|
222,323
|
|
March 2019
|
2018
|
239,925
|
|
March 2020
|
Total
|
744,331
|
|
|
Calendar Year of Maturity
|
|
Diesel Fuel Derivatives
|
|
Fair Value
|
||||||
|
Puts
|
|
Calls
|
|
Asset (Liability)
|
|||||
|
|
(Gallons, in thousands)
|
|
(In thousands)
|
||||||
2019
|
|
3,600
|
|
|
3,600
|
|
|
$
|
(31
|
)
|
2020
|
|
2,400
|
|
|
2,400
|
|
|
(444
|
)
|
|
2021
|
|
1,200
|
|
|
1,200
|
|
|
(210
|
)
|
|
Total
|
|
7,200
|
|
|
7,200
|
|
|
$
|
(685
|
)
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (In thousands, except per share amounts) |
|
2018
|
2017
|
2016
|
||||||
Net sales
|
$
|
5,238,105
|
|
$
|
5,264,362
|
|
$
|
5,193,995
|
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
3,116,210
|
|
3,121,920
|
|
3,094,576
|
|
|||
Gross margin
|
2,121,895
|
|
2,142,442
|
|
2,099,419
|
|
|||
Selling and administrative expenses
|
1,778,416
|
|
1,723,996
|
|
1,730,956
|
|
|||
Depreciation expense
|
124,970
|
|
117,093
|
|
120,460
|
|
|||
Operating profit
|
218,509
|
|
301,353
|
|
248,003
|
|
|||
Interest expense
|
(10,338
|
)
|
(6,711
|
)
|
(5,091
|
)
|
|||
Other income (expense)
|
(558
|
)
|
712
|
|
1,387
|
|
|||
Income before income taxes
|
207,613
|
|
295,354
|
|
244,299
|
|
|||
Income tax expense
|
50,719
|
|
105,522
|
|
91,471
|
|
|||
Net income
|
$
|
156,894
|
|
$
|
189,832
|
|
$
|
152,828
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
|
|||
Basic
|
$
|
3.84
|
|
$
|
4.43
|
|
$
|
3.37
|
|
Diluted
|
$
|
3.83
|
|
$
|
4.38
|
|
$
|
3.32
|
|
|
|
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (In thousands) |
|
2018
|
2017
|
2016
|
||||||
Net income
|
$
|
156,894
|
|
$
|
189,832
|
|
$
|
152,828
|
|
Other comprehensive income:
|
|
|
|
||||||
Amortization of pension, net of tax benefit of $0, $0, and $(886), respectively
|
—
|
|
—
|
|
1,355
|
|
|||
Valuation adjustment of pension, net of tax benefit of $0, $0, and $(9,556), respectively
|
—
|
|
—
|
|
14,622
|
|
|||
Total other comprehensive income
|
—
|
|
—
|
|
15,977
|
|
|||
Comprehensive income
|
$
|
156,894
|
|
$
|
189,832
|
|
$
|
168,805
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except par value)
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
46,034
|
|
|
$
|
51,176
|
|
Inventories
|
969,561
|
|
|
872,790
|
|
||
Other current assets
|
112,408
|
|
|
98,007
|
|
||
Total current assets
|
1,128,003
|
|
|
1,021,973
|
|
||
Property and equipment - net
|
822,338
|
|
|
565,977
|
|
||
Deferred income taxes
|
8,633
|
|
|
13,986
|
|
||
Other assets
|
64,373
|
|
|
49,790
|
|
||
Total assets
|
$
|
2,023,347
|
|
|
$
|
1,651,726
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
396,903
|
|
|
$
|
351,226
|
|
Property, payroll, and other taxes
|
75,317
|
|
|
80,863
|
|
||
Accrued operating expenses
|
99,422
|
|
|
72,013
|
|
||
Insurance reserves
|
38,883
|
|
|
38,517
|
|
||
Accrued salaries and wages
|
26,798
|
|
|
39,321
|
|
||
Income taxes payable
|
1,237
|
|
|
7,668
|
|
||
Total current liabilities
|
638,560
|
|
|
589,608
|
|
||
Long-term obligations
|
374,100
|
|
|
199,800
|
|
||
Deferred rent
|
60,700
|
|
|
58,246
|
|
||
Insurance reserves
|
54,507
|
|
|
55,015
|
|
||
Unrecognized tax benefits
|
14,189
|
|
|
14,929
|
|
||
Synthetic lease obligation
|
144,477
|
|
|
15,606
|
|
||
Other liabilities
|
43,773
|
|
|
48,935
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued
|
—
|
|
|
—
|
|
||
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 40,042 shares and 41,925 shares, respectively
|
1,175
|
|
|
1,175
|
|
||
Treasury shares - 77,453 shares and 75,570 shares, respectively, at cost
|
(2,506,086
|
)
|
|
(2,422,396
|
)
|
||
Additional paid-in capital
|
622,685
|
|
|
622,550
|
|
||
Retained earnings
|
2,575,267
|
|
|
2,468,258
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
—
|
|
||
Total shareholders’ equity
|
693,041
|
|
|
669,587
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,023,347
|
|
|
$
|
1,651,726
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity (In thousands) |
|
Common
|
Treasury
|
Additional
Paid-In
Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Total
|
|||||||||||||||||
Balance - January 30, 2016
|
49,101
|
|
$
|
1,175
|
|
68,394
|
|
$
|
(2,063,091
|
)
|
$
|
588,124
|
|
$
|
2,210,239
|
|
$
|
(15,977
|
)
|
$
|
720,470
|
|
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
152,828
|
|
15,977
|
|
168,805
|
|
||||||
Dividends declared ($0.84 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(39,749
|
)
|
—
|
|
(39,749
|
)
|
||||||
Purchases of common shares
|
(5,685
|
)
|
—
|
|
5,685
|
|
(254,304
|
)
|
—
|
|
—
|
|
—
|
|
(254,304
|
)
|
||||||
Exercise of stock options
|
573
|
|
—
|
|
(573
|
)
|
17,834
|
|
3,822
|
|
—
|
|
—
|
|
21,656
|
|
||||||
Restricted shares vested
|
252
|
|
—
|
|
(252
|
)
|
7,649
|
|
(7,649
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
13
|
|
—
|
|
(13
|
)
|
394
|
|
(394
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Tax benefit from share-based awards
|
—
|
|
—
|
|
—
|
|
—
|
|
510
|
|
—
|
|
—
|
|
510
|
|
||||||
Share activity related to deferred compensation plan
|
—
|
|
—
|
|
—
|
|
3
|
|
6
|
|
—
|
|
—
|
|
9
|
|
||||||
Other
|
5
|
|
—
|
|
(5
|
)
|
136
|
|
68
|
|
—
|
|
—
|
|
204
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
33,029
|
|
—
|
|
—
|
|
33,029
|
|
||||||
Balance - January 28, 2017
|
44,259
|
|
1,175
|
|
73,236
|
|
(2,291,379
|
)
|
617,516
|
|
2,323,318
|
|
—
|
|
650,630
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
189,832
|
|
—
|
|
189,832
|
|
||||||
Dividends declared ($1.00 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(44,746
|
)
|
—
|
|
(44,746
|
)
|
||||||
Adjustment for ASU 2016-09
|
—
|
|
—
|
|
—
|
|
—
|
|
241
|
|
(146
|
)
|
—
|
|
95
|
|
||||||
Purchases of common shares
|
(3,437
|
)
|
—
|
|
3,437
|
|
(165,757
|
)
|
—
|
|
—
|
|
—
|
|
(165,757
|
)
|
||||||
Exercise of stock options
|
304
|
|
—
|
|
(304
|
)
|
9,659
|
|
2,053
|
|
—
|
|
—
|
|
11,712
|
|
||||||
Restricted shares vested
|
368
|
|
—
|
|
(368
|
)
|
11,562
|
|
(11,562
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
431
|
|
—
|
|
(431
|
)
|
13,523
|
|
(13,523
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Share activity related to deferred compensation plan
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
27,825
|
|
—
|
|
—
|
|
27,825
|
|
||||||
Balance - February 3, 2018
|
41,925
|
|
1,175
|
|
75,570
|
|
(2,422,396
|
)
|
622,550
|
|
2,468,258
|
|
—
|
|
669,587
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
156,894
|
|
—
|
|
156,894
|
|
||||||
Dividends declared ($1.20 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(49,885
|
)
|
—
|
|
(49,885
|
)
|
||||||
Purchases of common shares
|
(2,635
|
)
|
—
|
|
2,635
|
|
(107,830
|
)
|
(3,920
|
)
|
—
|
|
—
|
|
(111,750
|
)
|
||||||
Exercise of stock options
|
43
|
|
—
|
|
(43
|
)
|
1,395
|
|
464
|
|
—
|
|
—
|
|
1,859
|
|
||||||
Restricted shares vested
|
413
|
|
—
|
|
(413
|
)
|
13,271
|
|
(13,271
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
296
|
|
—
|
|
(296
|
)
|
9,475
|
|
(9,475
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Share activity related to deferred compensation plan
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
2
|
|
—
|
|
—
|
|
1
|
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
26,335
|
|
—
|
|
—
|
|
26,335
|
|
||||||
Balance - February 2, 2019
|
40,042
|
|
$
|
1,175
|
|
77,453
|
|
$
|
(2,506,086
|
)
|
$
|
622,685
|
|
$
|
2,575,267
|
|
$
|
—
|
|
$
|
693,041
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (In thousands) |
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
156,894
|
|
|
$
|
189,832
|
|
|
$
|
152,828
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expense
|
114,025
|
|
|
106,004
|
|
|
108,315
|
|
|||
Deferred income taxes
|
5,353
|
|
|
32,578
|
|
|
(9,171
|
)
|
|||
Non-cash share-based compensation expense
|
26,335
|
|
|
27,825
|
|
|
33,029
|
|
|||
Excess tax benefit from share-based awards
|
—
|
|
|
—
|
|
|
(1,111
|
)
|
|||
Non-cash impairment charge
|
141
|
|
|
—
|
|
|
100
|
|
|||
Loss (gain) on disposition of property and equipment
|
732
|
|
|
483
|
|
|
(2,899
|
)
|
|||
Unrealized loss (gain) on fuel derivatives
|
1,075
|
|
|
(1,398
|
)
|
|
(3,657
|
)
|
|||
Pension expense, net of contributions
|
—
|
|
|
—
|
|
|
6,644
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
||||
Inventories
|
(96,772
|
)
|
|
(14,100
|
)
|
|
(8,707
|
)
|
|||
Accounts payable
|
45,677
|
|
|
(49,269
|
)
|
|
18,217
|
|
|||
Current income taxes
|
(14,108
|
)
|
|
(26,368
|
)
|
|
12,391
|
|
|||
Other current assets
|
(7,055
|
)
|
|
(12,144
|
)
|
|
34
|
|
|||
Other current liabilities
|
(11,637
|
)
|
|
(15,342
|
)
|
|
(4,789
|
)
|
|||
Other assets
|
1,985
|
|
|
(9,335
|
)
|
|
(3,976
|
)
|
|||
Other liabilities
|
11,415
|
|
|
21,602
|
|
|
14,677
|
|
|||
Net cash provided by operating activities
|
234,060
|
|
|
250,368
|
|
|
311,925
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(232,402
|
)
|
|
(142,745
|
)
|
|
(89,782
|
)
|
|||
Cash proceeds from sale of property and equipment
|
519
|
|
|
1,854
|
|
|
5,061
|
|
|||
Assets acquired under synthetic lease
|
(128,872
|
)
|
|
(15,606
|
)
|
|
—
|
|
|||
Payments for purchase of intangible assets
|
(15,750
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
32
|
|
|
(11
|
)
|
|
20
|
|
|||
Net cash used in investing activities
|
(376,473
|
)
|
|
(156,508
|
)
|
|
(84,701
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
|
|||
Net proceeds from borrowings under bank credit facility
|
174,300
|
|
|
93,400
|
|
|
44,100
|
|
|||
Payment of capital lease obligations
|
(3,908
|
)
|
|
(4,134
|
)
|
|
(4,514
|
)
|
|||
Dividends paid
|
(50,608
|
)
|
|
(44,671
|
)
|
|
(38,466
|
)
|
|||
Proceeds from the exercise of stock options
|
1,859
|
|
|
11,712
|
|
|
21,656
|
|
|||
Excess tax benefit from share-based awards
|
—
|
|
|
—
|
|
|
1,111
|
|
|||
Payment for treasury shares acquired
|
(111,750
|
)
|
|
(165,757
|
)
|
|
(254,304
|
)
|
|||
Proceeds from synthetic lease
|
128,872
|
|
|
15,606
|
|
|
—
|
|
|||
Deferred bank credit facility fees paid
|
(1,495
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
1
|
|
|
(4
|
)
|
|
213
|
|
|||
Net cash provided by (used in) financing activities
|
137,271
|
|
|
(93,848
|
)
|
|
(230,204
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(5,142
|
)
|
|
12
|
|
|
(2,980
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Beginning of year
|
51,176
|
|
|
51,164
|
|
|
54,144
|
|
|||
End of year
|
$
|
46,034
|
|
|
$
|
51,176
|
|
|
$
|
51,164
|
|
Land improvements
|
15 years
|
Buildings
|
40 years
|
Leasehold improvements
|
5 years
|
Store fixtures and equipment
|
3 - 7 years
|
Distribution and transportation fixtures and equipment
|
5 - 15 years
|
Office and computer equipment
|
3 - 5 years
|
Computer software costs
|
5 - 8 years
|
Company vehicles
|
3 years
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, including capital leases
|
$
|
10,292
|
|
|
$
|
5,991
|
|
|
$
|
4,486
|
|
Cash paid for income taxes, excluding impact of refunds
|
$
|
59,691
|
|
|
$
|
99,693
|
|
|
$
|
103,323
|
|
Gross proceeds from borrowings under the bank credit facility
|
$
|
1,861,900
|
|
|
$
|
1,656,100
|
|
|
$
|
1,673,700
|
|
Gross repayments of borrowings under the bank credit facility
|
$
|
1,687,600
|
|
|
$
|
1,562,700
|
|
|
$
|
1,629,600
|
|
Non-cash activity:
|
|
|
|
|
|
|
|
|
|||
Assets acquired under capital leases
|
$
|
902
|
|
|
$
|
238
|
|
|
$
|
286
|
|
Accrued property and equipment
|
$
|
32,264
|
|
|
$
|
11,236
|
|
|
$
|
9,295
|
|
(In thousands)
|
February 2, 2019
|
February 3, 2018
|
||||
Land and land improvements
|
$
|
61,200
|
|
$
|
60,416
|
|
Buildings and leasehold improvements
|
1,078,142
|
|
881,077
|
|
||
Fixtures and equipment
|
784,170
|
|
772,711
|
|
||
Computer software costs
|
179,071
|
|
172,539
|
|
||
Construction-in-progress
|
78,580
|
|
35,084
|
|
||
Property and equipment - cost
|
2,181,163
|
|
1,921,827
|
|
||
Less accumulated depreciation and amortization
|
1,358,825
|
|
1,355,850
|
|
||
Property and equipment - net
|
$
|
822,338
|
|
$
|
565,977
|
|
(In thousands)
|
2018
|
2017
|
2016
|
||||||
Minimum rents
|
$
|
346,067
|
|
$
|
330,229
|
|
$
|
321,248
|
|
Contingent rents
|
168
|
|
469
|
|
607
|
|
|||
Total rent expense
|
$
|
346,235
|
|
$
|
330,698
|
|
$
|
321,855
|
|
Fiscal Year
|
(In thousands)
|
|
|
2019
|
$
|
279,844
|
|
2020
|
244,978
|
|
|
2021
|
204,362
|
|
|
2022
|
159,479
|
|
|
2023
|
120,023
|
|
|
Thereafter
|
310,474
|
|
|
Total leases
|
$
|
1,319,160
|
|
Fiscal Year
|
(In thousands)
|
|
|
2019
|
$
|
9,050
|
|
2020
|
10,815
|
|
|
2021
|
9,725
|
|
|
2022
|
6,992
|
|
|
2023
|
6,512
|
|
|
Thereafter
|
127,864
|
|
|
Total lease payments
|
$
|
170,958
|
|
Less amount to discount to present value
|
(14,758
|
)
|
|
Capital lease obligation per balance sheet
|
$
|
156,200
|
|
(In millions)
|
2018
|
2017
|
2016
|
|||
Antidilutive stock options excluded from dilutive share calculation
|
0.1
|
|
—
|
|
—
|
|
|
Dividends
Per Share |
|
Amount Declared
|
|
Amount Paid
|
||||||
2017:
|
|
|
(In thousands)
|
|
(In thousands)
|
||||||
First quarter
|
$
|
0.25
|
|
|
$
|
11,547
|
|
|
$
|
12,683
|
|
Second quarter
|
0.25
|
|
|
11,289
|
|
|
10,872
|
|
|||
Third quarter
|
0.25
|
|
|
11,007
|
|
|
10,638
|
|
|||
Fourth quarter
|
0.25
|
|
|
10,903
|
|
|
10,478
|
|
|||
Total
|
$
|
1.00
|
|
|
$
|
44,746
|
|
|
$
|
44,671
|
|
2018:
|
|
|
(In thousands)
|
|
(In thousands)
|
||||||
First quarter
|
$
|
0.30
|
|
|
$
|
12,744
|
|
|
$
|
14,386
|
|
Second quarter
|
0.30
|
|
|
12,474
|
|
|
12,141
|
|
|||
Third quarter
|
0.30
|
|
|
12,321
|
|
|
12,065
|
|
|||
Fourth quarter
|
0.30
|
|
|
12,346
|
|
|
12,016
|
|
|||
Total
|
$
|
1.20
|
|
|
$
|
49,885
|
|
|
$
|
50,608
|
|
|
Number of Shares
|
Weighted Average Grant-Date Fair Value Per Share
|
|||
Outstanding non-vested restricted stock at January 30, 2016
|
785,149
|
|
$
|
40.96
|
|
Granted
|
261,792
|
|
45.62
|
|
|
Vested
|
(252,156
|
)
|
42.03
|
|
|
Forfeited
|
(23,264
|
)
|
43.63
|
|
|
Outstanding non-vested restricted stock at January 28, 2017
|
771,521
|
|
$
|
42.12
|
|
Granted
|
205,819
|
|
51.16
|
|
|
Vested
|
(368,408
|
)
|
42.84
|
|
|
Forfeited
|
(19,089
|
)
|
44.02
|
|
|
Outstanding non-vested restricted stock at February 3, 2018
|
589,843
|
|
$
|
44.77
|
|
Granted
|
354,457
|
|
45.38
|
|
|
Vested
|
(413,261
|
)
|
42.60
|
|
|
Forfeited
|
(47,857
|
)
|
44.49
|
|
|
Outstanding non-vested restricted stock at February 2, 2019
|
483,182
|
|
$
|
46.50
|
|
Issue Year
|
Outstanding PSUs at
February 2, 2019 |
Actual Grant Date
|
Expected Valuation (Grant) Date
|
Actual or Expected Expense Period
|
|
2016
|
282,083
|
|
March 2018
|
|
Fiscal 2018
|
2017
|
222,323
|
|
|
March 2019
|
Fiscal 2019
|
2018
|
239,925
|
|
|
March 2020
|
Fiscal 2020
|
Total
|
744,331
|
|
|
|
|
|
PSUs, excluding 2013 CEO PSUs
|
||||
|
Number of Shares
|
Weighted Average Grant-Date Fair Value Per Share
|
|||
Outstanding PSUs at January 30, 2016
|
—
|
|
$
|
—
|
|
Granted
|
379,794
|
|
41.04
|
|
|
Vested
|
—
|
|
—
|
|
|
Forfeited
|
(19,437
|
)
|
41.04
|
|
|
Outstanding PSUs at January 28, 2017
|
360,357
|
|
$
|
41.04
|
|
Granted
|
259,042
|
|
51.49
|
|
|
Vested
|
(360,357
|
)
|
41.04
|
|
|
Forfeited
|
(9,718
|
)
|
51.49
|
|
|
Outstanding PSUs at February 3, 2018
|
249,324
|
|
$
|
51.49
|
|
Granted
|
337,421
|
|
55.67
|
|
|
Vested
|
(249,324
|
)
|
51.49
|
|
|
Forfeited
|
(55,338
|
)
|
46.31
|
|
|
Outstanding PSUs at February 2, 2019
|
282,083
|
|
$
|
55.67
|
|
Range of Prices
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
Greater Than
|
|
Less Than or Equal to
|
|
Options Outstanding
|
|
Weighted-Average Remaining Life (Years)
|
Weighted-Average Exercise Price
|
|
Options Exercisable
|
Weighted-Average Exercise Price
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$
|
30.01
|
|
|
$
|
40.00
|
|
|
160,001
|
|
|
1.1
|
$
|
35.62
|
|
|
160,001
|
|
$
|
35.62
|
|
$
|
40.01
|
|
|
$
|
50.00
|
|
|
77,500
|
|
|
0.1
|
43.85
|
|
|
77,500
|
|
43.85
|
|
||
|
|
|
|
237,501
|
|
|
0.8
|
$
|
38.30
|
|
|
237,501
|
|
$
|
38.30
|
|
|
Number of Options
|
Weighted Average Exercise Price Per Share
|
Weighted Average Remaining Contractual Term (years)
|
Aggregate Intrinsic Value (000's)
|
|||||
Outstanding stock options at January 30, 2016
|
1,174,902
|
|
$
|
38.26
|
|
|
|
||
Exercised
|
(572,727
|
)
|
37.81
|
|
|
|
|||
Forfeited
|
(12,500
|
)
|
35.83
|
|
|
|
|||
Outstanding stock options at January 28, 2017
|
589,675
|
|
$
|
38.75
|
|
|
|
||
Exercised
|
(304,049
|
)
|
38.51
|
|
|
|
|||
Forfeited
|
(5,000
|
)
|
36.93
|
|
|
|
|||
Outstanding stock options at February 3, 2018
|
280,626
|
|
$
|
39.04
|
|
|
|
||
Exercised
|
(43,125
|
)
|
43.11
|
|
|
|
|||
Forfeited
|
—
|
|
—
|
|
|
|
|||
Outstanding stock options at February 2, 2019
|
237,501
|
|
$
|
38.30
|
|
0.8
|
$
|
5
|
|
Vested or expected to vest at February 2, 2019
|
237,501
|
|
$
|
38.30
|
|
0.8
|
$
|
5
|
|
Exercisable at February 2, 2019
|
237,501
|
|
$
|
38.30
|
|
0.8
|
$
|
5
|
|
(In thousands)
|
2018
|
2017
|
2016
|
||||||
Total intrinsic value of stock options exercised
|
$
|
228
|
|
$
|
4,423
|
|
$
|
7,392
|
|
Total fair value of restricted stock vested
|
$
|
19,240
|
|
$
|
19,015
|
|
$
|
11,510
|
|
Total fair value of performance shares vested
|
$
|
12,792
|
|
$
|
21,026
|
|
$
|
621
|
|
(In thousands)
|
2016
|
||
Interest cost on projected benefit obligation
|
$
|
879
|
|
Expected investment return on plan assets
|
(1,536
|
)
|
|
Amortization of actuarial loss
|
2,241
|
|
|
Settlement loss
|
24,483
|
|
|
Net periodic pension cost
|
$
|
26,067
|
|
|
2016
|
|
Discount rate
|
1.2
|
%
|
Expected long-term rate of return
|
2.8
|
%
|
(In thousands)
|
2018
|
2017
|
2016
|
||||||
Current:
|
|
|
|
||||||
U.S. Federal
|
$
|
35,025
|
|
$
|
63,743
|
|
$
|
87,521
|
|
U.S. State and local
|
10,341
|
|
9,201
|
|
13,122
|
|
|||
Total current tax expense
|
45,366
|
|
72,944
|
|
100,643
|
|
|||
Deferred:
|
|
|
|
||||||
U.S. Federal
|
5,300
|
|
28,336
|
|
(7,965
|
)
|
|||
U.S. State and local
|
53
|
|
4,242
|
|
(1,207
|
)
|
|||
Total deferred tax expense
|
5,353
|
|
32,578
|
|
(9,172
|
)
|
|||
Income tax provision
|
$
|
50,719
|
|
$
|
105,522
|
|
$
|
91,471
|
|
|
2018
|
2017
|
2016
|
|||
Statutory federal income tax rate
|
21.0
|
%
|
33.7
|
%
|
35.0
|
%
|
Effect of:
|
|
|
|
|||
State and local income taxes, net of federal tax benefit
|
4.0
|
|
3.0
|
|
3.2
|
|
Executive compensation limitations - permanent difference
|
0.7
|
|
—
|
|
—
|
|
Provisional effect of the TCJA
|
(0.3
|
)
|
1.5
|
|
—
|
|
Work opportunity tax and other employment tax credits
|
(1.4
|
)
|
(1.0
|
)
|
(1.1
|
)
|
Excess tax detriment (benefit) from share-based compensation
|
0.4
|
|
(1.3
|
)
|
—
|
|
Other, net
|
—
|
|
(0.2
|
)
|
0.3
|
|
Effective income tax rate
|
24.4
|
%
|
35.7
|
%
|
37.4
|
%
|
(In thousands)
|
2018
|
2017
|
2016
|
||||||
Income taxes paid
|
$
|
59,691
|
|
$
|
99,693
|
|
$
|
103,323
|
|
Income taxes refunded
|
(474
|
)
|
(888
|
)
|
(16,187
|
)
|
|||
Net income taxes paid
|
$
|
59,217
|
|
$
|
98,805
|
|
$
|
87,136
|
|
(In thousands)
|
February 2, 2019
|
February 3, 2018
|
||||
Deferred tax assets:
|
|
|
||||
Workers’ compensation and other insurance reserves
|
$
|
20,841
|
|
$
|
21,106
|
|
Uniform inventory capitalization
|
18,454
|
|
13,591
|
|
||
Compensation related
|
17,218
|
|
14,308
|
|
||
Accrued rent
|
16,208
|
|
15,292
|
|
||
Depreciation and fixed asset basis differences
|
10,497
|
|
8,435
|
|
||
State tax credits, net of federal tax benefit
|
3,856
|
|
4,246
|
|
||
Accrued state taxes
|
3,416
|
|
3,749
|
|
||
Accrued operating liabilities
|
1,316
|
|
537
|
|
||
Other
|
11,767
|
|
11,623
|
|
||
Valuation allowances, net of federal tax benefit
|
(2,940
|
)
|
(2,311
|
)
|
||
Total deferred tax assets
|
100,633
|
|
90,576
|
|
||
Deferred tax liabilities:
|
|
|
||||
Accelerated depreciation and fixed asset basis differences
|
66,016
|
|
51,310
|
|
||
Lease construction reimbursements
|
13,917
|
|
11,542
|
|
||
Prepaid expenses
|
4,285
|
|
5,559
|
|
||
Workers’ compensation and other insurance reserves
|
2,477
|
|
2,424
|
|
||
Other
|
5,305
|
|
5,755
|
|
||
Total deferred tax liabilities
|
92,000
|
|
76,590
|
|
||
Net deferred tax assets
|
$
|
8,633
|
|
$
|
13,986
|
|
(In thousands)
|
2018
|
2017
|
2016
|
||||||
Unrecognized tax benefits - beginning of year
|
$
|
11,673
|
|
$
|
13,121
|
|
$
|
13,772
|
|
Gross increases - tax positions in current year
|
1,649
|
|
361
|
|
822
|
|
|||
Gross increases - tax positions in prior period
|
1,025
|
|
1,329
|
|
171
|
|
|||
Gross decreases - tax positions in prior period
|
(1,827
|
)
|
(1,385
|
)
|
(80
|
)
|
|||
Settlements
|
403
|
|
(319
|
)
|
(236
|
)
|
|||
Lapse of statute of limitations
|
(937
|
)
|
(1,434
|
)
|
(1,328
|
)
|
|||
Unrecognized tax benefits - end of year
|
$
|
11,986
|
|
$
|
11,673
|
|
$
|
13,121
|
|
(In thousands)
|
February 2, 2019
|
February 3, 2018
|
Diesel fuel collars (in gallons)
|
7,200
|
3,600
|
(In thousands)
|
2016
|
||
Beginning of Period
|
$
|
(15,977
|
)
|
Other comprehensive income before reclassifications
|
(185
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
16,162
|
|
|
Net period change
|
15,977
|
|
|
End of Period
|
—
|
|
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Furniture
|
|
$
|
1,289,133
|
|
|
$
|
1,236,737
|
|
|
$
|
1,195,365
|
|
Soft Home
|
|
826,313
|
|
|
789,596
|
|
|
750,814
|
|
|||
Consumables
|
|
799,038
|
|
|
822,533
|
|
|
817,747
|
|
|||
Food
|
|
782,988
|
|
|
818,387
|
|
|
824,414
|
|
|||
Seasonal
|
|
765,619
|
|
|
765,674
|
|
|
738,756
|
|
|||
Hard Home
|
|
407,596
|
|
|
428,788
|
|
|
437,575
|
|
|||
Electronics, Toys, & Accessories
|
|
367,418
|
|
|
402,647
|
|
|
429,324
|
|
|||
Net sales
|
|
$
|
5,238,105
|
|
|
$
|
5,264,362
|
|
|
$
|
5,193,995
|
|
Fiscal Year 2018
|
First
|
Second
|
Third
|
Fourth
|
Year
|
||||||||||
(In thousands, except per share amounts) (a)
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,267,983
|
|
$
|
1,222,169
|
|
$
|
1,149,402
|
|
$
|
1,598,551
|
|
$
|
5,238,105
|
|
Gross margin
|
511,958
|
|
491,419
|
|
459,174
|
|
659,344
|
|
2,121,895
|
|
|||||
Net income
|
31,239
|
|
24,164
|
|
(6,556
|
)
|
108,047
|
|
156,894
|
|
|||||
|
|
|
|
|
|
||||||||||
Earnings per share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.74
|
|
$
|
0.59
|
|
$
|
(0.16
|
)
|
$
|
2.70
|
|
$
|
3.84
|
|
Diluted
|
0.74
|
|
0.59
|
|
(0.16
|
)
|
2.68
|
|
3.83
|
|
|||||
|
|
|
|
|
|
||||||||||
Fiscal Year 2017
|
First
|
Second
|
Third
|
Fourth
|
Year
|
||||||||||
(In thousands, except per share amounts) (a)
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,294,970
|
|
$
|
1,219,597
|
|
$
|
1,109,184
|
|
$
|
1,640,611
|
|
$
|
5,264,362
|
|
Gross margin
|
524,275
|
|
492,500
|
|
443,626
|
|
682,041
|
|
2,142,442
|
|
|||||
Net income
|
51,512
|
|
29,120
|
|
4,372
|
|
104,828
|
|
189,832
|
|
|||||
|
|
|
|
|
|
||||||||||
Earnings per share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.16
|
|
$
|
0.68
|
|
$
|
0.10
|
|
$
|
2.50
|
|
$
|
4.43
|
|
Diluted
|
1.15
|
|
0.67
|
|
0.10
|
|
2.46
|
|
4.38
|
|
|||||
|
|
|
|
|
|
|
(a)
|
Earnings per share calculations for each fiscal quarter are based on the applicable weighted-average shares outstanding for each period, and the sum of the earnings per share for the four fiscal quarters may not necessarily be equal to the full year earnings per share amount.
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#)
|
|
Weighted-average exercise price of outstanding options, warrants, and rights ($)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
|
|
|||
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
1,465,014
|
|
(1)(2)
|
38.30
|
|
(3)
|
4,708,009
|
|
(4)
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
1,465,014
|
|
|
38.30
|
|
(3)
|
4,708,009
|
|
|
|
|
|
|
|
|
|
|
|
|||
(1)
|
Includes stock options, PSUs, and restricted stock units granted under the 2017 LTIP, the 2012 LTIP, and the 2005 LTIP.
|
|
||||||||
|
|
|
|
|
|
|
|
|||
(2)
|
The common shares issuable upon exercise of outstanding stock options granted under each shareholder-approved plan are as follows:
|
|
||||||||
|
2012 LTIP
|
160,001
|
|
|
|
|
|
|
||
|
2005 LTIP
|
77,500
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||
(3)
|
The weighted average exercise price only represents stock options and does not take into account the PSUs and the restricted stock units granted under the 2017 LTIP.
|
|
||||||||
|
|
|
|
|
|
|
|
|||
(4)
|
The common shares available for issuance under the 2017 LTIP are limited to 4,708,009 common shares. There are no common shares available for issuance under any of the other shareholder-approved plans.
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Shareholders' Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
Exhibit No.
|
Document
|
Agreement of Merger (incorporated herein by reference to Exhibit 2 to our Form 10-Q for the quarter ended May 5, 2001) (File No. 1-8897).
|
|
Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3(a) to our Form 10-Q for the quarter ended May 5, 2001) (File No. 1-8897).
|
|
Amendment to the Amended Articles of Incorporation of Big Lots, Inc. (incorporated herein by reference to Exhibit 3.1 to our Form 8-K dated May 27, 2010) (File No. 1-8897).
|
|
Code of Regulations (incorporated herein by reference to Exhibit 3(b) to our Form 10-Q for the quarter ended May 5, 2001) (File No. 1-8897).
|
|
Specimen Common Share Certificate (incorporated herein by reference to Exhibit 4(a) to our Form 10-K for the year ended February 2, 2002) (File No. 1-8897).
|
|
Big Lots 2005 Long-Term Incentive Plan, as amended and restated effective May 27, 2010 (incorporated herein by reference to Exhibit 4.4 to our Form S-8 dated March 3, 2011) (File No. 1-8897).
|
|
Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated February 21, 2006) (File No. 1-8897).
|
|
Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated March 4, 2009) (File No. 1-8897).
|
|
Form of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated March 4, 2009) (File No. 1-8897).
|
|
Big Lots 2012 Long-Term Incentive Plan, as amended and restated effective May 29, 2014 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 29, 2014).
|
Exhibit No.
|
Document
|
Form of Big Lots 2012 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated May 23, 2012) (File No. 1-8897).
|
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated May 23, 2012) (File No. 1-8897).
|
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Retention Award Agreement (incorporated herein by reference to Exhibit 10.14 to our Form 10-K for the year ended February 2, 2013) (File No. 1-8897).
|
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Award Agreement for Nonemployee Directors (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated May 23, 2012) (File No. 1-8897).
|
|
Form of Big Lots 2012 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.9 to our Form 8-K dated April 29, 2013).
|
|
Form of Big Lots 2012 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated March 4, 2015).
|
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Units Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated March 4, 2015).
|
|
Form of Big Lots 2012 Long-Term Incentive Plan Deferral Election Form and Deferred Stock Units Award Agreement for Non-Employee Directors (incorporated herein by reference to Exhibit 10.13 to our Form 10-K for the year ended January 28, 2017).
|
|
Big Lots 2017 Long-Term Incentive Plan (incorporated herein by reference to Appendix A to our definitive proxy statement on Schedule 14A relating to the 2017 Annual Meeting of Shareholders filed April 11, 2017).
|
|
Form of Big Lots 2017 Long-Term Incentive Plan Restricted Stock Units Award Agreement (incorporated herein by reference to Exhibit 10.1 to our Form 10-Q for the quarter ended April 29, 2017).
|
|
Form of Big Lots 2017 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 10-Q for the quarter ended April 29, 2017).
|
|
Form of Big Lots 2017 Long-Term Incentive Plan Restricted Stock Units Retention Award Agreement (incorporated herein by reference to Exhibit 10.1 to our Form 10-Q for the quarter ended August 4, 2018).
|
|
Form of Big Lots 2017 Long-Term Incentive Plan Deferral Election Form and Deferred Stock Units Award for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to our Form 10-Q for the quarter ended October 28, 2017).
|
|
10.19
|
Big Lots, Inc. Amended and Restated Director Stock Option Plan (incorporated by reference to Exhibit 10(c)(ii) to Consolidated (Delaware)’s Annual Report on Form 10-K for the fiscal year ended February 1, 1992) (File No. 1-8897).
|
First Amendment to Big Lots, Inc. Amended and Restated Director Stock Option Plan, effective August 20, 2002 (incorporated herein by reference to Exhibit 10(d) to our Form 10-Q for the quarter ended August 3, 2002 (File No. 1-8897)).
|
|
Amendment to Big Lots, Inc. Amended and Restated Director Stock Option Plan, effective March 5, 2008 (incorporated herein by reference to Exhibit 10.5 to our Form 10-Q for the quarter ended May 3, 2008) (File No. 1-8897).
|
|
Form of Option Award Agreement under the Big Lots, Inc. Amended and Restated Director Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated September 9, 2004) (File No. 1-8897).
|
|
Big Lots 2006 Bonus Plan, as amended and restated effective May 29, 2014 (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated May 29, 2014).
|
|
Big Lots Savings Plan (incorporated herein by reference to Exhibit 10.8 to our Form 10-K for the year ended January 29, 2005) (File No. 1-8897).
|
|
Big Lots Supplemental Savings Plan, as amended and restated effective December 31, 2015 (incorporated herein by reference to Exhibit 10.25 to our Form 10-K for the year ended January 30, 2016).
|
|
Big Lots Executive Benefit Plan (incorporated herein by reference to Exhibit 10(m) to our Form 10-K for the year ended January 31, 2004) (File No. 1-8897).
|
|
First Amendment to Big Lots Executive Benefit Plan (incorporated herein by reference to Exhibit 10.11 to our Form 10-Q for the quarter ended November 1, 2008) (File No. 1-8897).
|
|
Executive Employment Agreement with David J. Campisi (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated March 17, 2015).
|
Exhibit No.
|
Document
|
Offer Letter with Bruce Thorn (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated August 21, 2018).
|
|
Separation Agreement with David J. Campisi (incorporated herein by reference to Exhibit 10.1 to our Form 10-Q for the quarter ended May 5, 2018) (File No. 1-8897).
|
|
Second Amended and Restated Employment Agreement with Lisa M. Bachmann (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated April 29, 2013).
|
|
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.12 to our Form 10-Q for the quarter ended November 1, 2008) (File No. 1-8897).
|
|
Form of Executive Severance Agreement (incorporated herein by reference to Exhibit 10.13 to our Form 10-Q for the quarter ended November 1, 2008) (File No. 1-8897).
|
|
Form of Senior Executive Severance Agreement (incorporated herein by reference to Exhibit 10.14 to our Form 10-Q for the quarter ended November 1, 2008) (File No. 1-8897).
|
|
Big Lots Executive Severance Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated August 28, 2014).
|
|
Form of Big Lots Executive Severance Plan Acknowledgment and Agreement (incorporated by reference to Exhibit 10.2 to our Form 8-K dated August 28, 2014).
|
|
Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc. and Big Lots Canada, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated July 22, 2011) (File No. 1-8897).
|
|
First Amendment to Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc. and Big Lots Canada, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 30, 2013).
|
|
Second Amendment to Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 28, 2015).
|
|
Credit Agreement, dated August 31, 2018, by and among Big Lots, Inc. and Big Lots Stores, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated August 29, 2018).
|
|
Security Agreement between Big Lots Stores, Inc. and Big Lots Capital, Inc. (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated October 29, 2004) (File No. 1-8897).
|
|
Stock Purchase Agreement between KB Acquisition Corporation and Consolidated Stores Corporation (incorporated herein by reference to Exhibit 2(a) to our Form 10-Q for the quarter ended October 28, 2000) (File No. 1-8897).
|
|
Acquisition Agreement between Big Lots, Inc. and Liquidation World Inc. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 26, 2011) (File No. 1-8897).
|
|
AVDC Participation Agreement incorporated herein by reference to Exhibit 10.40 to our Form 10-K for the year ended February 3, 2018) (File No. 1-8897).
|
|
AVDC Lease Agreement (Real Property) (incorporated herein by reference to Exhibit 10.41 to our Form 10-K for the year ended February 3, 2018) (File No. 1-8897).
|
|
AVDC Construction Agency Agreement (incorporated herein by reference to Exhibit 10.42 to our Form 10-K for the year ended February 3, 2018) (File No. 1-8897).
|
|
Subsidiaries.
|
|
Consent of Deloitte & Touche LLP.
|
|
Power of Attorney for Jeffrey P. Berger, James R. Chambers, Sebastian J. DiGrande, Marla C. Gottschalk, Cynthia T. Jamison, Christopher J. McCormick, Nancy A. Reardon, and Wendy L. Schoppert.
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101**
|
XBRL Instance Document.
|
|
BIG LOTS, INC.
|
|
|
|
By: /s/ Bruce K. Thorn
|
|
Bruce K. Thorn
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
By: /s/ Bruce K. Thorn
|
|
By: /s/ Timothy A. Johnson
|
Bruce K. Thorn
|
|
Timothy A. Johnson
|
President and Chief Executive Officer
|
|
Executive Vice President, Chief Administrative Officer and Chief Financial Officer
|
(Principal Executive Officer)
|
|
(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)
|
|
|
|
/s/ Jeffrey P. Berger *
|
|
/s/ Cynthia T. Jamison *
|
Jeffrey P. Berger
|
|
Cynthia T. Jamison
|
Director
|
|
Director
|
|
|
|
/s/ James R. Chambers *
|
|
/s/ Christopher J. McCormick *
|
James R. Chambers
|
|
Christopher J. McCormick
|
Director
|
|
Director
|
|
|
|
/s/ Sebastian J. DiGrande *
|
|
/s/ Nancy A. Reardon *
|
Sebastian J. DiGrande
|
|
Nancy A. Reardon
|
Director
|
|
Director
|
|
|
|
/s/ Marla C. Gottschalk *
|
|
/s/ Wendy L. Schoppert *
|
Marla C. Gottschalk
|
|
Wendy L. Schoppert
|
Director
|
|
Director
|
*
|
The above named Directors of the Registrant execute this report by Ronald A. Robins, Jr., their attorney-in-fact, pursuant to the power of attorney executed by the above-named Directors all in the capacities indicated and on the 6
6h
day of March 2019, and filed herewith.
|
By: /s/ Ronald A. Robins, Jr.
|
|
Ronald A. Robins, Jr.
|
|
Attorney-in-Fact
|
|
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