Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedFebruary 2, 2019
January 29, 2022
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-8897
BIG LOTS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-08897
BIG LOTS, INC.
(Exact name of registrant as specified in its charter)

             Ohio                         06-1119097
(State or other jurisdiction of incorporation or organization)         (I.R.S. Employer Identification No.)

     4900 E. Dublin-Granville Road, Columbus, Ohio                  43081
     (Address of principal executive offices)                 (Zip Code)

(614) 278-6800
(Registrant’s telephone number, including area code)
Ohio06-1119097
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
4900 E. Dublin-Granville Road, Columbus, Ohio43081
(Address of principal executive offices)(Zip Code)
(614) 278-6800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares $0.01 par valueBIGNew York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes
Yes þ
Noo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes
Yes o
Noþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes
Yes þ
Noo
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).Yes
Yes þ
Noo
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.þ
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 ActAct.
Large accelerated filerþ
Accelerated filer
Accelerated filer o
Non-accelerated filer o
Smaller reporting companyo
Emerging growth companyo
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.o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes
Yes o
Noþ
The aggregate market value of the Common Shares held by non-affiliates of the Registrant (assuming for these purposes that all executive officers and directors are “affiliates” of the Registrant) was $1,807,128,260$1,858,279,426 on August 4, 2018,July 30, 2021, the last business day of the Registrant'sRegistrant’s most recently completed second fiscal quarter (based on the closing price of the Registrant'sRegistrant’s Common Shares on such date as reported on the New York Stock Exchange).
The number of the Registrant’s common shares, $0.01 par value, outstanding as of March 29, 2019,25, 2022, was 40,142,960.28,557,532.
Documents Incorporated by Reference
Portions of the Registrant'sRegistrant’s Proxy Statement for its 20192022 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.




Table of Contents

BIG LOTS, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2019JANUARY 29, 2022


TABLE OF CONTENTS
 
Part IPage
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part IPage
Item 1.Part II
Item 1A.5.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Part III
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.


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Table of Contents
Part I


Item 1. Business



The Company


Big Lots, Inc., an Ohio corporation, through its wholly owned subsidiaries (collectively referred to herein as “we,” “us,” and “our” except as usedis a home discount retailer operating in the reportsUnited States (“U.S.”). At January 29, 2022, we operated a total of 1,431 stores and an e-commerce platform. Our mission is to help people Live BIG and Save LOTS. Our vision is to be the BIG difference for a better life by delivering exceptional value to customers, building a “best places to grow” culture, rewarding shareholders with consistent growth and top tier returns, and doing good in local communities.

Our principal executive offices are located at 4900 E. Dublin-Granville Road, Columbus, Ohio 43081, and our independent registered public accounting firm included in Item 8 oftelephone number is (614) 278‑6800.

Unless this Annual Report on Form 10-K (“Form 10-K”)), is a discount retailer operating in otherwise indicates or the United States (“U.S.”) (seecontext otherwise requires, the discussion below underterms the caption “Merchandise”). At February 2, 2019, we operated a total of 1,401 stores. Our goal is to exceed the expectations of our core customer (whom we“Company,” “we,” “us,” and “our” refer to as Jennifer) by providing her with great savings on value-priced merchandise, which includes tastefulBig Lots, Inc. and “trend-right” import merchandise, consistent and replenishable “never out” offerings, and brand-name closeouts. We are dedicated to providing Jennifer with friendly service, trustworthy value, and affordable solutions in every season and category.its subsidiaries.


Similar to many other retailers, our fiscal year ends on the Saturday nearest to January 31, which results in some fiscal years being comprisedconsisting of 52 weeks and some fiscal years being comprisedconsisting of 53 weeks. Unless otherwise stated, references to years in this Form 10-K relate to fiscal years rather than to calendar years. The following table provides a summary ofsummarizes our fiscal year calendar and the associated number of weeks in each fiscal year:
Fiscal YearNumber of WeeksYear Begin DateYear End Date
202252January 30, 2022January 28, 2023
202152January 31, 2021January 29, 2022
202052February 2, 2020January 30, 2021
201952February 3, 2019February 1, 2020
201852February 4, 2018February 2, 2019
201753January 29, 2017February 3, 2018
Fiscal Year Number of Weeks Year Begin Date Year End Date
2019 52 February 3, 2019 February 1, 2020
2018 52 February 4, 2018 February 2, 2019
2017 53 January 29, 2017 February 3, 2018
2016 52 January 31, 2016 January 28, 2017
2015 52 February 1, 2015 January 30, 2016
2014 52 February 2, 2014 January 31, 2015


We manage our business on the basis of one segment: discount retailing. We evaluateOur seven merchandise categories, which match our internal management and report overallreporting of merchandise net sales are: Food; Consumables; Soft Home; Hard Home; Furniture; Seasonal; and merchandise performance based on the following key merchandising categories: Furniture, Seasonal, Soft Home, Food, Consumables, Hard Home, andApparel, Electronics, Toys, & Accessories. The Furniture category includes our upholstery, mattress, case goods, and ready-to-assemble departments. The Seasonal category includes our Christmas trim, lawn & garden, summer, and other holiday departments. The Soft Home category includes our fashion bedding, utility bedding, bath, window, decorative textile, home organization, area rugs, home décor, and frames departments.Other. The Food category includes our beverage & grocery, candy & snacks,grocery; specialty foods; and specialty foodspet departments. The Consumables category includes our health, beauty and cosmetics, plastics, paper,cosmetics; plastics; paper; and chemical departments. The Soft Home category includes our home décor; frames; fashion bedding; utility bedding; bath; window; decorative textile; and petarea rugs departments. The Hard Home category includes our small appliances,appliances; table top,top; food preparation, stationery, greeting cards,preparation; stationery; home maintenance; home organization; and home maintenancetoys departments. The Electronics, Toys, & AccessoriesFurniture category includes our electronics, toys, jewelry,upholstery; mattress; ready-to-assemble; and hosierycase goods departments. The Seasonal category includes our lawn & garden; summer; Christmas; and other holiday departments. The Apparel, Electronics, & Other department includes our apparel; electronics; jewelry; hosiery; and candy & snacks departments, as well as the assortments for The Lot and the Queue Line (see the discussion under the caption “Operating Strategy - Shopping Experience” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information regarding The Lot and Queue Line).


In May 2001, Big Lots, Inc. was incorporated in Ohio2021, we realigned certain departments within select merchandise categories to be consistent with the realignment of our merchandising team and waschanges to our management reporting. In order to provide comparative information, we have reclassified our results into the surviving entity in a merger with Consolidated Stores Corporation. By virtuenew alignment for all periods presented. See the reclassifications section of Note 1 to the merger, Big Lots, Inc. succeeded to all the businesses, properties, assets, and liabilitiesconsolidated financial statements for further discussion.

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Merchandising
Our principal executive offices are located at 4900 E. Dublin-Granville Road, Columbus, Ohio 43081, and our telephone number is (614) 278‑6800.


Merchandise


We focus our merchandisemerchandising strategy on providing outstanding(1) the bargain hunt, by seeking to deliver unmatched value to Jennifer in all of our merchandise categories.categories; (2) the treasure hunt, by seeking to surprise and delight our customers with our unique product assortment; and (3) convenience, by seeking to offer a reliable assortment of simple to shop essentials. We utilize traditional sourcing methods in purchasing both imported and domestic products and, in certain merchandise categories, we also take advantage of closeout channels to enhance our ability to offer outstanding value. We evaluatevalue and bring surprise and delight into our product offerings using a rating process that measures the quality, brand, fashion, and value of each item. This process requires us to focus our product offering decisions based on our customers’ expectations and enables us to compare the potential performance of traditionally-sourced merchandise, either domestic or import, to closeout merchandise, which isofferings. Closeouts are generally sourced from production overruns, packaging changes, discontinued products, order cancellations, liquidations, returns, and other disruptions in the supply chain of manufacturers.manufacturers, but can also include engineered closeouts and other sourcing options.

We evaluate our product offerings to ensure we are providing quality and exceptional value, and meeting our customer’s expectations. We believe that focusing on our customers’ expectations has improved our ability to provide a more relevant and desirable assortment of offerings in our merchandise categories.


Real Estate

The following table comparesIn 2021, we introduced the numberconcept of “Big Buys” to our stores in operation atmerchandising strategy. Big Buys include closeouts and other one-time product offerings that fit into the beginning and end of each of the last five fiscal years:
 2018 2017 2016 2015 2014
Stores open at the beginning of the year1,416
 1,432
 1,449
 1,460
 1,493
Stores opened during the year32
 24
 9
 9
 24
Stores closed during the year(47) (40) (26) (20) (57)
  Stores open at the end of the year1,401
 1,416
 1,432
 1,449
 1,460

For additional information about our real estate strategy, see the discussion under the caption “Operating Strategy - Real Estate” in the accompanying “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in this Form 10-K.

The following table details our U.S. stores by state at February 2, 2019:
Alabama29
 Maine6
 Ohio95
Arizona34
 Maryland25
 Oklahoma18
Arkansas11
 Massachusetts22
 Oregon15
California153
 Michigan43
 Pennsylvania66
Colorado18
 Minnesota3
 Rhode Island1
Connecticut14
 Mississippi14
 South Carolina34
Delaware5
 Missouri24
 Tennessee47
Florida104
 Montana3
 Texas111
Georgia51
 Nebraska3
 Utah8
Idaho6
 Nevada13
 Vermont4
Illinois33
 New Hampshire6
 Virginia38
Indiana45
 New Jersey27
 Washington26
Iowa3
 New Mexico11
 West Virginia16
Kansas7
 New York64
 Wisconsin9
Kentucky40
 North Carolina72
 Wyoming2
Louisiana21
 North Dakota1
   
      Total stores1,401
      Number of states47

Of our 1,401 stores, 33% operate in four states: California, Texas, Florida, and Ohio, and net sales from stores in these states represented 34% of our 2018 net sales. We have a concentration in these states based on their size, population, and customer base.


Associates

At February 2, 2019, we had approximately 35,600 active associates comprised of 10,900 full-time and 24,700 part‑time associates. Approximately 69% of the associates we employed during 2018 were employed on a part-time basis. Temporary associates hired for the holiday selling season increased the total number of associates to a peak of approximately 38,400 in 2018. We consider our relationship with our associates to be good, and we are not a party to any labor agreements.

Competition

We operate in the highly competitive retail industry. We face strong sales competition from other general merchandise, discount, food, furniture, arts and crafts, and dollar store retailers, which operate in traditional brick and mortar stores and/or online. Additionally, we compete with a number of companies for retail site locations, to attract and retain quality employees, and to acquire our broad merchandising assortment from vendors. We operate an e-commerce platform which faces additional challenges, including fulfillment logistics and technological innovation, from a wider range of retailers in a highly competitive market.

Purchasing

The goalbargain hunt facet of our merchandising strategy isstrategy.

We curate our assortment by focusing on delivering (1) Big Buys, deals where customers can realize exceptional value; (2) seasonal and trendy items that serve to consistentlycontinually refresh our assortment; and (3) everyday essentials that provide outstanding valueconsistency and convenience in our staple product offerings. We have increased our sourcing and purchasing of quality closeout merchandise directly from manufacturers and other vendors, typically at prices lower than those paid by traditional discount retailers, to accelerate our customers in all of our merchandise categories.ability to deliver Big Buys. We believe that our strong vendor relationships and our strong credit profile support this sourcing model, and we have achieved this goal by reducingintend to grow our reliance onBig Buys merchandise offerings during 2022.

Our global sourcing merchandise through closeout offeringsteam and expanding our planned purchases in most merchandise categories. In particular, over the past few years, we have expanded our planned purchases in our Food, Consumables, Soft Home, and Furniture merchandise categoriesoverseas vendor relationships continue to provide a merchandise assortment that our customers expect us to consistently offer in our stores at a significant value. In connection with the implementationrepresent important components of our merchandising strategy, we have expanded the role of our global sourcing department, and assessed our overseas vendor relationships.strategy. We expect our import partners to responsibly source goods that our merchandising teams identify as having our desired mix of quality fashion, and value. During 2018,2021, we purchased approximately 25%24% of our merchandise, at cost, directly from overseas vendors, including approximately 21%15% from vendors located in China. Additionally, a significant amount of our domestically-purchased merchandise is manufactured abroad. As a result, a significant portion of our merchandise supply is subject to certain risks described in “ItemItem 1A. Risk Factors”Factors of this Form 10-K.


Although less prevalent in certain merchandise categories, the sourcing
Advertising and purchasing of quality closeout merchandise directly from manufacturers and other vendors, typically at prices lower than those paid by traditional discount retailers, continues to represent an important competitive advantage for our Food and Consumables categories. Marketing

We believe that our strong vendor relationshipsbrand image is an important part of why our customers choose to shop Big Lots. We also believe our brand image is important to the value proposition that we convey through all of our customer touchpoints. We employ an integrated approach for our marketing touchpoints and investments consisting of (1) paid media, including television, print, digital, social media, internet, e-mail, and payment card-linked marketing; (2) earned media, including public relations and organic social media; and (3) owned media, including our strong credit profile supportwebsite, customer loyalty programs, and in-store signage. Total advertising expense as a percentage of total net sales was 1.6%, 1.7%, and 1.8% in 2021, 2020, and 2019, respectively.

In 2021, we conducted extensive consumer research to enhance our understanding of why customers shop us and barriers for those individuals that do not shop us. We have used this sourcing model.research to refine our brand positioning and implement changes to our messaging across all marketing touchpoints. Through this research, we learned that our customers believe we excel in four key areas or brand pillars: exceptional value, surprising products, easy shopping, and a delightful experience. Accordingly, our marketing strategy is grounded in these brand pillars. Our marketing tactics are intended to: (1) create a community of bargain hunters and treasure seekers; (2) drive incremental visits from new and existing customers; (3) increase our brand awareness, brand consideration and purchasers; and (4) drive personalized marketing based on our customer data platform. Our consumer research also influences how we merchandise our stores, invest in omnichannel capabilities, design our shopping experience, and invest in our business.

In 2021, we introduced our “Be a BIGionaire” advertising campaign, featuring three household-name celebrities to spread our message, that tells our customers they can feel like a million bucks by finding the best deals at Big Lots and decorating their homes with our products.

Our customer data is an important marketing tool that allows us to communicate with our customers in a cost-effective, personalized, and relevant manner, including through e-mail delivery of our circulars, announcement of flash sales, and product-specific promotions. At January 29, 2022, our customer loyalty program, which we call the “BIG Rewards Program,” included approximately 22 million active members who had made a purchase in our stores in the last 12 months, compared to
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approximately 21 million members at January 30, 2021. In addition to the customer communications mentioned above, our BIG Rewards Program rewards our customers for making frequent and/or high-ticket purchases and offers a special birthday reward. We expectutilize insights gained through the BIG Rewards Program to evaluate the effectiveness of our promotions, tailor promotions to our customers’ shopping habits, and gain consumer insights. Our research shows that membership in the unpredictabilityBIG Rewards Program is a driver of net sales, and we incentivize our store associates to encourage customer enrollment into the retailprogram.

We believe our approach to retailing differentiates us from the competition and manufacturing environments coupled with whatallows us to make a difference in the communities we believe isserve. Our community-oriented approach to retailing includes “doing good as we do well,” which means supporting both local and national causes that aid the communities in which we do business. In our significant purchasing power position will continuelocal markets, we invest in point of sale campaigns in each of our geographic regions, the beneficiaries of which are selected based on their impacts on local customers and associates. We serve the community on a national level through our Big Lots Foundation, which focuses on healthcare, housing, hunger, and education. In addition, we are pleased to support our abilitylocal community in Columbus, OH through our partnership with Nationwide Children’s Hospital, to sourcewhich the Company committed $40 million and the Big Lots Foundation committed $10 million to open the Big Lots Behavioral Health Pavilion, a state-of-the-art medical facility dedicated to child and adolescent mental and behavioral health, in 2020.

Competition

We operate in the highly competitive retail industry. We face strong sales competition from other general merchandise, discount, home, food, furniture, arts and crafts, and dollar store retailers, which operate in traditional brick and mortar stores and/or online. Additionally, we compete with a number of companies for retail site locations, for distribution site locations, to attract and retain quality closeout merchandiseemployees, and to acquire our broad merchandising assortment from vendors. We operate an e-commerce platform which faces additional competition from a wider range of retailers in a highly competitive marketplace, where we compete for customers, fulfillment capabilities, and technological innovation.

Real Estate

The following table compares the number of our stores in operation at competitive pricesthe beginning and end of each of the last five fiscal years:
20212020201920182017
Stores open at the beginning of the year1,408 1,404 1,401 1,416 1,432 
Stores opened during the year50 24 54 32 24 
Stores closed during the year(27)(20)(51)(47)(40)
  Stores open at the end of the year1,431 1,408 1,404 1,401 1,416 

For additional information regarding our real estate strategy, see the discussion under the caption “Operating Strategy - Real Estate” in the accompanying “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in this Form 10-K.


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The following table details our U.S. stores by state at January 29, 2022:
Alabama29 MaineOhio101 
Arizona34 Maryland27 Oklahoma18 
Arkansas11 Massachusetts23 Oregon15 
California149 Michigan47 Pennsylvania71 
Colorado18 MinnesotaRhode Island
Connecticut14 Mississippi14 South Carolina36 
DelawareMissouri24 Tennessee47 
Florida106 MontanaTexas115 
Georgia50 NebraskaUtah
IdahoNevada13 Vermont
Illinois34 New HampshireVirginia42 
Indiana44 New Jersey29 Washington27 
IowaNew Mexico11 West Virginia16 
KansasNew York67 Wisconsin10 
Kentucky40 North Carolina74 Wyoming
Louisiana20 North Dakota
Total stores1,431 
Number of states47

Of our 1,431 stores, 33% operate in four states: California, Texas, Florida, and Ohio, and net sales from stores in these categories.states represented 33% of our 2021 net sales. We have a concentration in these states based on their size, population, and customer base.


Warehouse and Distribution


The majority of our merchandise offerings are processed for retail sale and distributed to our stores from our five regional distribution centers located in Pennsylvania, Ohio, Alabama, Oklahoma, and California. We selected the locations of our distribution centers to help manage transportation costs and the distance from distribution centers to our stores. While certain of our merchandise vendors deliver directly to our stores, the large majority of our inventory is staged and delivered from our distribution centers to facilitate prompt and efficient distribution and transportation of merchandise to our stores and help maximize our sales and inventory turnover. During 2015, we announced

The majority of our intentionmerchandise offerings are processed for retail sale and distributed to open a newour stores from five regional distribution centercenters located in Alabama, California, Ohio, Oklahoma, and relocatePennsylvania.

We selected the locations of our existing Californiaregional distribution operationscenters to this facility. Construction began onhelp manage transportation costs and to minimize the new facility in 2017 and we expect the transitiondistance from our distribution centers to begin in the summer of 2019.our stores.


In addition to our regional distribution centers that handle store merchandise, we operate two other warehouses within our Ohio distribution center. One warehouse distributes fixtures and supplies to our stores and our five regional distribution centers and the other warehouse supplementsserves as our fulfillment center for our e-commerce operations. To supplement our e-commerce fulfillment center, we also fulfill direct-ship e-commerce orders from 65 of our store locations, which we strategically selected based on geographic location, size, and other relevant factors. We also fulfill some of our e-commerce orders using supplier direct fulfillment, a process in which the customer purchases merchandise through our e-commerce platform, but the merchandise is shipped directly from the supplier to the customer. Supplier direct fulfillment is primarily used for bulky items that are more costly to warehouse and ship. We continue to evaluate our e-commerce fulfillment capabilities to reduce shipping times.


In 2021, we opened two small-format forward distribution centers to divert processing and logistics for bulk goods out of our regional distribution centers into our forward distribution centers, thereby increasing the efficiency of our regional distribution centers, which were designed to most efficiently process cartons as opposed to bulk goods. Our two forward distribution centers are operated by a third-party logistics services provider and are located in Georgia and Pennsylvania. Our forward distribution centers also diversified our distribution center labor force, which reduced the impact of COVID-19 related absences on our supply chain. We believe further expansion of our distribution network with forward distribution centers is necessary to grow our net sales and store count over the next several years. In 2022, we intend to open two additional forward distribution centers, and we will continue to evaluate whether we need to open additional forward distribution centers in the future.
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For additional information regarding our warehouses and distribution facilities and related initiatives, see the discussion under the caption “Warehouse and Distribution” in “ItemItem 2. Properties”Properties of this Form 10-K.



Advertising and Promotion

Our brand image is an important part of our marketing program. Our principal trademarks, including the Big Lots® family of trademarks, have been registered with the U.S. Patent and Trademark Office. We use a variety of marketing vehicles to promote our brand awareness, including television, internet, social media, e-mail, in-store point-of-purchase, and print media.

Over the past few years, we have refined our brand identity to accentuate our friendly service and community orientation. We are focused on serving Jennifer with a friendly approach and positive shopping experience. Another aspect of community-oriented approach to retailing is our focus on supporting both local and national causes that aid the communities in which we do business. On a local level, we invest and support our associates throughout our geographic regions with our point of sale campaigns, and the positive impacts those campaigns generate for our foundation partners. We serve the community on a national level through our Big Lots Foundation which focuses on healthcare, housing, hunger, and education. We believe our approach to retailing differentiates us from the competition and allows us to make a difference in the communities we serve.

In all of our markets, we design and distribute printed advertising circulars, through a combination of newspaper insertions and mailings. In 2018, we distributed multi-page circulars representing 28 weeks of advertising coverage, which was consistent with 2017. We create regional versions of these circulars to tailor our advertising message to market differences caused by product availability, climate, and customer preferences. Our customer database is an important marketing tool that allows us to communicate in a cost-effective manner with our customers, including e-mail delivery of our circulars. In 2017, we rolled-out our new rewards program, BIG Rewards, which replaced our former Buzz Club Rewards® program. The BIG Rewards program rewards our customers for making frequent and high-ticket purchases and offers a special birthday surprise to our BIG Rewards members. At February 2, 2019, our BIG Rewards program totaled over 17 million active members who had made a purchase in our stores in the last 12 months.

Another element of our marketing approach focuses on brand management by communicating our message directly to Jennifer through social and digital media outlets, including Facebook®, Instagram®, Twitter®, Pinterest®, and YouTube®. Our marketing program also employs a traditional television campaign, which combines strategic branding and promotional elements used in most of our other marketing media. Our highly-targeted media placement strategy uses strategically selected networks and programs aired by national cable providers as the foundation of our television advertising. In addition, we use in-store promotional materials, including in-store signage, to emphasize special bargains and significant values offered to our customers. Total advertising expense as a percentage of total net sales was 1.8%, 1.7%, and 1.8% in 2018, 2017, and 2016, respectively.

Seasonality


We have historically experienced and expect to continue to experience, seasonal fluctuations in our sales and profitability, with a larger percentage of our net sales and operating profit realized in our fourth fiscal quarter, which includes the Christmas holiday selling season. In addition, ourOur quarterly net sales and operating profits can be affected by the timing of new store openings and store closings, advertising, and certain holidays. We historically receive a higher proportion of merchandise, carry higher inventory levels, and incur higher outbound shipping and payroll expenses as a percentage of sales in our third fiscal quarter in anticipation of increased sales activity during our fourth fiscal quarter. Performance during our fourth fiscal quarter typically reflects a leveraging effect which has a favorable impact on our operating results because net sales are higher and certain of our costs, such as rent and depreciation, are fixed and do not vary as sales levels escalate. If our sales performance is significantly better or worse during the Christmas holiday selling season, we would expect a more pronounced impact on our annual financial results than if our sales performance is significantly better or worse in a different season.



Our net sales in the second quarter of 2020 as a percentage of full year were disproportionately higher as a result of increased demand arising from the onset of the COVID-19 pandemic and related government stimulus payments. Similarly, our net sales in the first quarter of 2021 as a percentage of full year were disproportionately higher as demand increased due to government stimulus payments related to the COVID-19 pandemic.

While uncertainty related to the COVID-19 pandemic persists, we believe the seasonality of our 2022 results will more closely resemble the historical seasonality of our business, including the seasonality we experienced in 2019 (excluding the one-time gain on sale of distribution center in 2019 discussed in a footnote to the table below).

The following table sets forth the seasonality of net sales and operating profit (loss) for 2018, 2017,2021, 2020, and 20162019 by fiscal quarter:
    First    Second    Third    Fourth
Fiscal Year 2021
Net sales as a percentage of full year26.4 %23.7 %21.7 %28.2 %
Operating profit (loss) as a percentage of full year51.1 22.5 (1.7)28.1 
Fiscal Year 2020
Net sales as a percentage of full year23.2 %26.5 %22.2 %28.1 %
Operating profit as a percentage of full year (a)
8.7 71.0 5.0 15.3 
Fiscal Year 2019
Net sales as a percentage of full year24.3 %23.5 %21.9 %30.3 %
Operating profit as a percentage of full year (b)
7.7 3.9 50.9 37.5 

(a)     The second quarter of 2020 included a gain on sale of distribution centers and related expenses of $459.1 million related to the sale and leaseback of four distribution centers, which significantly increased second quarter operating profit as a percentage of full year in comparison to 2019 and 2021.
(b)     The third quarter of 2019 included a gain on sale of distribution center of $178.5 million, which significantly increased third quarter operating profit as a percentage of full year in comparison to 2020 and 2021.

6
     First    Second    Third    Fourth
Fiscal Year 2018    
Net sales as a percentage of full year24.2%23.3%22.0 %30.5%
Operating profit (loss) as a percentage of full year20.8
15.7
(4.4)67.9
Fiscal Year 2017    
Net sales as a percentage of full year24.6%23.2%21.1 %31.1%
Operating profit as a percentage of full year26.5
15.9
1.9
55.7
Fiscal Year 2016    
Net sales as a percentage of full year25.2%23.1%21.3 %30.4%
Operating profit as a percentage of full year25.2
15.6
0.8
58.4

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Human Capital

At January 29, 2022, we had approximately 36,200 active associates comprised of 10,500 full-time and 25,700 part‑time associates. Approximately 71% of the associates we employed during 2021 were employed on a part-time basis. Temporary associates hired for the holiday selling season increased the total number of associates to a peak of approximately 37,200 in 2021. We are not a party to any labor agreements. We require all of our associates to adhere to our code of ethics and workplace safety protocols.

We believe our associates are among our most important resources. We evaluate our human capital management at our stores, distribution centers, and corporate headquarters on the basis of associate engagement, diversity, equity, and inclusion, compensation and benefits, and talent development.

Associate Engagement
We send an associate engagement survey to each of the associates in our corporate headquarters and to our field and distribution center leadership on an annual basis to assess our associate engagement and ask those associates their thoughts on manager effectiveness, performance enablement, and our diversity and inclusion efforts. In 2021, 93% of the associates surveyed responded to the survey with an 82% favorable engagement rate. Based on results of the annual survey, our leaders create action plans to address areas where our associates have told us we can improve.

Diversity, Equity, and Inclusion
We recognize the value of creating a diverse, equitable, and inclusive workplace. As a result, diversity, equity, and inclusion (“DEI”) is a significant component of our human capital management. In 2020, we established our Diversity, Equity, and Inclusion Council (“DEI Council”), which is comprised of associates from our stores, distribution centers, and corporate headquarters who represent various job levels, locations, ages, genders, languages, work shifts, races, sexual orientations, and leadership styles. The DEI Council’s mission is to lead the development and advancement of our DEI strategy. Additionally, we formed a Diversity, Equity, and Inclusion Executive Advisory Committee, which is comprised of senior leaders who provide guidance to the DEI Council, as well as approve our DEI strategy and promote its achievement throughout our organization. In 2021, our corporate associates, field leaders, and distribution center leaders participated in a five-part conscious inclusion program taking place over the course of five months to build awareness, educate our associates on how we can improve DEI, and ultimately engrain DEI in the culture of the Company. This conscious inclusion program has been converted to online training and will be part of our onboarding process for all of our new associates.

Compensation and Benefits
We offer a competitive compensation and benefits package to our eligible associates including, among other benefits, incentive compensation, performance-based merit pay, paid holidays, paid vacation, 401(k) match, and healthcare coverage, including medical, dental, and vision insurance with health savings account and flexible savings account options. Our compensation and benefits packages are designed to attract and retain high-performing talent. Additionally, we provide our associates with a company discount on our merchandise and our associates redeemed over $30 million in corporate discounts in 2021.

Talent Development
Talent development is critical to developing the high-performance culture that we seek to foster. Each of our associates participates in an annual goal-setting process and completes an annual performance review, which is followed by periodic discussions throughout the year to assess progress. Each of our managers also completes an individual development plan on an annual basis to set and track long-term goals. Additionally, our business leaders participate in a succession planning process that serves as a tool for identifying and developing high-potential individuals within our organization as well as ensuring business continuity. We also offer a robust catalog of training and development programs to our associates through our Big Lots University training tool, which covers topics including, but not limited to, workplace harassment, safety, ethics, and job skills.

Health and Safety
The health and safety of our associates is of the utmost importance. We have implemented comprehensive safety protocols in each of our stores, distribution centers, and corporate offices to ensure the safety of associates, customers, and other visitors in each facility. We require each of our associates to complete safety training courses relevant to their jobs, which we track using e-learning tools to ensure compliance. In addition to traditional safety training, we require all of our associates to participate in aggressor/active shooter training and we require our store associates to participate in argumentative and de-escalating conversations training. We reinforce safety standards with re-training requirements and regular, engaging communications. To provide a safe working environment for our associates and customers during the COVID-19 pandemic, we increased sanitization protocols, secured personal protective equipment for our associates, installed plexiglass at all registers, implemented social distancing and mask protocols at our stores and distribution centers, and implemented daily health screens
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and temperature checks for all associates. We have adjusted, and continue to adjust, our COVID-19-related safety protocols based on the advice of medical experts and federal, state, and local guidelines.

Available Information


We make available, free of charge, through the “Investor Relations”“Investors” section of our website (www.biglots.com) under the “SEC Filings” caption, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as well as our definitive proxy materials filed pursuant to section 14 of the Exchange Act, as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). These filings are also available on the SEC’s website at http://www.sec.gov free of charge as soon as reasonably practicable after. In April 2021, we have filed or furnished the above referenced reports.published a Corporate Social Responsibility Report, titled Big Cares, which is available on our website. The contents of our website, including the Big Cares report, are not incorporated into, or otherwise made a part of, this Form 10-K.

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Item 1A. Risk Factors


The statements in this item describe the material risks to our business and should be considered carefully. In addition, these statements constitute cautionary statements under the Private Securities Litigation Reform Act of 1995.


This Form 10-K and in our 2018 Annual Report to Shareholders containcontains forward-looking statements that set forth anticipated results based on management’s plans and assumptions. From time to time, we also provide forward-looking statements in other materials we release to the public and in oral statements that may be made by us. Such forward-looking statements give our current expectations or forecasts of future events. They do not relate strictly to historical or current facts. Such statements are commonly identified by using words such as “anticipate,” “estimate,” “approximate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook,” and similar expressions in connection with any discussion of future operating or financial performance. In particular, forward-looking statements include statements relating to future actions, future performance, or results of current and anticipated products, sales efforts, expenses, interest rates, the outcome of contingencies, such as legal proceedings, and financial results.


We cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risks, uncertainties, and potentially inaccurate assumptions. If known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results or those anticipated, estimated, or projected results set forth in the forward-looking statements. You should bear this in mind as you consider forward-looking statements made or to be made by us.


You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.



The following cautionary discussion of material risks, uncertainties, and assumptions relevant to our businesses describes factors that, individually or in the aggregate, we believe could cause our actual results to differ materially from expected and historical results. Additional risks not presently known to us or that we presently believe to be immaterial also may adversely impact us. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on our business, financial condition, results of operations, and liquidity. Consequently, all forward-looking statements made or to be made by us are qualified by these cautionary statements, and there can be no assurance that the results or developments we anticipate will be realized or that they will have the expected effects on our business or operations. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995. There can be no assurances that we have correctly and completely identified, assessed, and accounted for all factors that do or may affect our business, financial condition, results of operations, and liquidity, as it is not possible to predict or identify all such factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties.


Our ability to achieve the results contemplated by forward-looking statements is subject to a number of factors, any one or a combination of which could materially affect our business, financial condition, results of operations, or liquidity. These factors may include, but are not limited to:


Operational and Supply Chain Risks

If we are unable to successfully refine and execute our operating strategies, our operating performance could be significantly impacted.


There is a risk that we will be unable toWe may not meet or exceed our operating performance targets and goals in the future if our strategies and initiatives are unsuccessful. Our ability to bothexecute and/or refine our operating and strategic plans, and execute the business activities associated with our refined operating and strategic plans,as necessary, including cost savings initiatives, could impact our ability to meet our operating performance targets. Additionally, we must be able to effectively continuously adjust our operating and strategic plans over time to adapt to an ever-changingthe evolving marketplace. See the MD&A in this Form 10-K for additional information concerning our operating strategy.


If we are unableDisruption to compete effectively inour distribution network, the highly competitive discount retail industry, our business and results of operations may be materially adversely affected.

The discount retail industry, which includes both traditional brick and mortar stores and online marketplaces, is highly competitive. As discussed in Item 1 of this Form 10-K, we compete for customers, products, employees, real estate, and other aspectscapacity of our business with a numberdistribution centers, and our timely receipt of other companies. Some of our competitors have broader distribution (e.g., more stores and/or a more established online presence), and/or greater financial, marketing, and other resources than us. It is possible that increased competition, significant discounting, improved performance by our competitors, or an inability to distinguish our brand from our competitors may reduce our market share, gross margin, and operating margin, and may materiallymerchandise inventory could adversely affect our businessoperating performance.

We rely on our ability to replenish depleted merchandise inventory through deliveries to our distribution centers and resultsfrom the distribution centers to our stores by various means of operations.

If we are unable to compete effectively in today’s omnichannel retail marketplace, our businesstransportation, including shipments by sea, rail and results of operations may be materially adversely affected.

With the saturation of mobile computing devices, competition from other retailerstruck carriers. A decrease in the online retail marketplace is very highcapacity of carriers and/or labor strikes, disruptions or shortages in the transportation industry could negatively affect our distribution network, our timely receipt of merchandise and/or our transportation costs. In addition, disruptions to the U.S. and growing. Certaininternational transportation infrastructure from wars, political unrest, terrorism, natural disasters, pandemic diseases, governmental budget constraints and other significant events that lead to delays or interruptions of service could adversely
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affect our business. Also, a fire, earthquake, or other disaster at one of our competitors,distribution centers could disrupt our timely receipt, processing and a number of pure online retailers, have established online operations against which we compete for customers and products. It is possible that the competition in the online retail space may reduce our market share, gross margin, and operating margin, and may materially adversely affect our business and results of operations in other ways. Our operations include an e-commerce platform to enhance our omnichannel experience. Operating an e-commerce platform is a complex undertaking and there is no guarantee that the resources we have applied to this effort will result in increased revenues or improved operating performance. If our online retailing initiatives do not meet our customers’ expectations, the initiatives may reduce our customers’ desire to purchase goods from us both online and at our brick and mortar stores and may materially adversely affect our business and results of operations.


Our inability to properly manage our inventory levels and offer merchandise that meets changing customer demands may materially impact our business and financial performance.
We must maintain sufficient inventory levels to successfully operate our business. However, we also must seek to avoid accumulating excess inventory to maintain appropriate in-stock levels to customer demands. We obtain approximately one quarter of our merchandise directly from vendors outside of the U.S. These foreign vendors often require lengthy advance notice of our requirements to be able to supply products in the quantities that we request. This usually requires us to order merchandise and enter into purchase order contracts for the purchase of such merchandise well in advance of the time these products are offered for sale. As a result, we may experience difficulty in responding to a changing retail environment, which makes us vulnerable to changes in price and in consumer preferences. In addition, we attempt to maximize our operating profit and operating efficiency by delivering proper quantitiesshipment of merchandise to our stores in a timely manner. Ifwhich could adversely affect our business. Additionally, as we do not accurately anticipate future demand for a particular product or the time it will takeseek to replenish inventory levels,expand our inventory levels may not be appropriateoperation through store count growth, advancement of our online retail capabilities, and our resultsaddition of forward distribution centers to our network, we may face increased or unexpected demands on distribution center operations, may be negatively impacted.as well as new demands on our distribution network. Lastly, global pandemics, such as the COVID-19 pandemic, could lead to the shutdown of parts, or all, of our distribution network and generally disrupt our ability to receive, process, and ship merchandise to our stores and meet the demand of our customers.


We rely on manufacturers located in foreign countries, including China, for significant amounts of merchandise, including a significant amount of our domestically-purchased merchandise. Our business may be materially adversely affected by risks associated with international trade, including the impact of tariffs recentlyand/or sanctions imposed by the U.S. with respect to certain consumer goods imported from China.China, and the impact of the COVID-19 pandemic.
 
Global sourcing of many of the products we sell is an important factor in driving higher operating profit. During 2018,2021, we purchased approximately 25%24% of our products, at cost, directly from overseas vendors, including 21%15% from vendors located in China. Additionally, a significant amount of our domestically-purchased merchandise is manufactured abroad. Our ability to identify qualified vendors and to access products in a timely and efficient manner is a significant challenge, especially with respect to goods sourced outside of the U.S. Global sourcing and foreign trade involve numerous risks and uncertainties beyond our control, including increased shipping costs, increased import duties, more restrictive quotas, loss of most favored nation trading status, currency and exchange rate fluctuations, work stoppages, transportation delays, economic uncertainties such as inflation, foreign government regulations, political unrest, pandemic diseases, natural disasters, war, terrorism, trade restrictions and tariffs (including retaliation by the U.S. against foreign practices or by foreign countries against U.S. practices), the financial stability of vendors, or merchandise quality issues. U.S. policy on trade restrictions is ever-changingfrequently changes and may result in new laws, regulations, or treaties that increase the costs of importing goods and/or limit the scope of available foreign vendors. These and other issues affecting our international vendors could materially adversely affect our business and financial performance.

On March 22, 2018, President Trump, pursuant to Section 301 of the Trade Act of 1974, directed the U.S. Trade Representative (“USTR”) to impose tariffs on $50 billion worth of imports from China. On June 15, 2018, the USTR announced its intention to impose an incremental tariff of 25% on $50 billion worth of imports from China comprised of (1) 818 product lines valued at $34 billion (“List 1”) and (2) 284 additional product lines valued at $16 billion (“List 2”). The List 1 tariffs went into effect on July 6, 2018 and the List 2 tariffs went into effect on August 23, 2018 (with respect to 279 of the 284 originally targeted product lines). On July 10, 2018, the USTR announced its intention to impose an incremental tariff of 10% on another $200 billion worth of imports from China comprised of 6,031 additional product lines (“List 3”) following the completion of a public notice and comment period. On August 1, 2018, President Trump instructed the USTR to consider increasing the tariff on the List 3 products from 10% to 25%. On September 17, 2018, the USTR released the final List 3 covering 5,745 full or partial lines of the 6,031 originally targeted product lines and announced that the List 3 tariffs will be implemented in two phases. On September 24, 2018, a 10% incremental tariff went into effect with respect to the List 3 products. The List 3 tariff was scheduled to increase to 25% on January 1, 2019. However, on December 1, 2018, the White House delayed implementation of the List 3 tariff increase until March 1, 2019, to allow Chinese and U.S. leaders to begin negotiations on various policy issues. On March 5, 2019, the USTR further delayed the implementation of List 3 tariff increase until further notice. The List 3 tariffs could increase at any time depending on the progress of negotiations.
Certainmajority of our products and components of our products that are imported from China are currently included in the product lines subject to the effectivetariffs and proposed tariffs. As a result, we are continually evaluating the potential impact of the effective and proposed tariffs on our supply chain, costs, sales, and profitability, and are considering strategies to mitigate such impact, including reviewing sourcing options, exploring first sale valuation strategies, filing requests for exclusion from the tariffs with the USTRU.S. Trade Representative for certain product lines, and working with our vendors and merchants. Given the volatility and uncertainty regarding the scope and duration of the effective and proposedthese tariffs, as well as the potential for additional trade actions by the U.S. or other countries, the impact on our operations and results is uncertain and could be significant. We can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful. To the extent that our supply chain, costs, sales, or profitability are negatively affected by the tariffs or other trade actions, our business, financial condition and results of operations may be materially adversely affected.



The COVID-19 pandemic has led to general manufacturing and supply chain disruption in the U.S. and globally, including manufacturers and supply chains that produce our retail merchandise, supplies, and fixtures. To the extent our manufacturers, supply chain and associated costs are negatively affected by the COVID-19 pandemic, including delayed shipment of seasonally sensitive product offerings, our business, financial condition, results of operations, and liquidity may be materially adversely affected.
Disruption
Our inability to properly manage our inventory levels and offer merchandise that meets changing customer demands may materially impact our business and financial performance.
We must maintain sufficient inventory levels to successfully operate our business. However, we also must seek to avoid accumulating excess inventory to maintain appropriate in-stock levels based on evolving customer demands. We obtain approximately 24% of our merchandise directly from vendors outside of the U.S. These foreign vendors often require us to order merchandise and enter into purchase order contracts for the purchase of such merchandise well in advance of the time we offer these products for sale. As a result, we may experience difficulty in rapidly responding to a changing retail environment, which makes us vulnerable to changes in price and in consumer preferences. In addition, we attempt to maximize our operating profit and operating efficiency by delivering proper quantities of merchandise to our stores in a timely manner. If we do not accurately anticipate future demand for a particular product or the time it will take to replenish inventory levels, our inventory levels may not be appropriate and our results of operations may be negatively impacted.


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If we are unable to retain existing and/or secure suitable new store locations under favorable lease terms, our financial performance may be negatively affected.

We lease almost all of our stores, and a significant number of these leases expire or are up for renewal each year, as noted below in “Item 2. Properties” and in MD&A in this Form 10-K. Our strategy to improve our financial performance includes increasing sales while managing the occupancy cost of each of our stores. A primary component of our sales growth strategy is increasing our comparable store sales, which requires renewing many leases each year. Additional components of our sales growth strategy include opening new store locations, either as an expansion in an existing market or as an entrance into a new market, and relocating certain existing stores to new locations within existing markets. If the commercial real estate market does not allow us to negotiate favorable lease renewals and new store leases, our financial position, results of operations, and liquidity may be negatively affected.

If we are unable to maintain or upgrade our computer systems or if our information technology or computer systems are damaged or cease to function properly, our operations may be disrupted or become less efficient.

We depend on a variety of information technology and computer systems for the efficient functioning of our business. We rely on certain hardware, telecommunications and software vendors to maintain and periodically upgrade many of these systems so that we can continue to support our business. Various components of our information technology and computer systems, including hardware, networks, and software, are licensed to us by third party vendors. We rely extensively on our information technology and computer systems to process transactions, summarize results, and manage our business, including management and distribution network,of our inventory. Our information technology and computer systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cyberattacks or other security breaches, obsolescence, catastrophic events such as fires, floods, earthquakes, tornados, hurricanes, acts of war or terrorism, and usage errors by our employees or our contractors. In recent years, we have begun using vendor-hosted solutions for certain of our information technology and computer systems, which are more exposed to telecommunication failures.

If our information technology or computer systems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them, and we may suffer loss of critical data and interruptions or delays in our operations as a result. Any material interruption experienced by our information technology or computer systems could negatively affect our business and results of operations. Costs and potential interruptions associated with the capacityimplementation of new or upgraded systems and technology or with maintenance or adequate support of our existing systems could disrupt or reduce the efficiency of our business.

Shareholder activism could result in potential operational disruption, divert our resources and management’s attention and have an adverse effect on our business.

Shareholder activism, which may arise in various forms and situations, could divert management’s attention from its current strategies, require us to incur substantial legal, consulting, and public relations fees, and could result in potential operational disruption. Further, any perceived uncertainties as to our future direction and control could result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified employees, any of which could adversely affect our business and operating results. Any perceived uncertainties could also adversely affect the price and volatility of our stock.

Market and Competitive Risks

If we are unable to compete effectively in the highly competitive discount retail industry, our business and results of operations may be materially adversely affected.

The discount retail industry, which includes both traditional brick and mortar stores and online marketplaces, is highly competitive. As discussed in Item 1 of this Form 10-K, we compete for customers, products, employees, real estate, and other aspects of our business with a number of other companies. Some of our competitors have broader distribution (e.g., more stores and/or a more established online presence), and/or greater financial, marketing, and other resources than us. It is possible that increased competition, significant discounting, improved performance by our competitors, an inability to distinguish our brand from our competitors, or failure to effectively promote our brand image to younger generations may reduce our market share, gross margin, and operating margin, and may materially adversely affect our business and results of operations.


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If we are unable to compete effectively in the omnichannel retail marketplace, our business and results of operations may be materially adversely affected.

Competition from other retailers in the online retail marketplace is intense and growing. Certain of our competitors, including several pure online retailers, have established online operations that we compete against for customers and products. It is possible that the competition in the online retail space may reduce our market share, gross margin, and operating margin, and may materially adversely affect our business and results of operations in other ways. Our operations include an e-commerce platform with multiple fulfillment options to enhance our omnichannel experience. Operating an e-commerce platform is a complex undertaking and there is no guarantee that the resources we have applied to this effort will increase revenues or improve operating performance. If our online retailing initiatives do not meet our customers’ expectations, the initiatives may reduce our customers’ desire to purchase goods from us both online and at our brick and mortar stores and may materially adversely affect our business and results of operations.

Deterioration in general economic conditions, disposable income levels, and other conditions, such as unseasonable weather, pandemic diseases, inflation, or global events, such as the war between Russia and Ukraine, could lead to reduced consumer demand for our merchandise, and materially adversely affect our revenues and gross margin.

Our results of operations can be directly impacted by the health of the U.S. economy. Our business and financial performance may be adversely impacted by current and future economic conditions, including factors that may restrict or otherwise negatively impact consumer financing, disposable income levels, unemployment levels, energy costs, interest rates, recession, and inflation, and other matters, such as tax reform, natural disasters, climate change, pandemic diseases, wars, or terrorist activities, that influence consumer spending. Specifically, our Soft Home, Hard Home, Furniture and Seasonal merchandise categories may be threatened when disposable income levels are negatively impacted by economic conditions. In 2021 and continuing into 2022, the U.S. experienced its highest level of inflation in decades, which we expect to negatively impact disposable income levels and discretionary spending. Additionally, the net sales of cyclical product offerings in our Seasonal category may be threatened when we experience extended periods of unseasonable weather, including unseasonable weather caused by climate change. Inclement weather can also negatively impact our Furniture category, as many customers transport the product home personally. In particular, the economic conditions and weather patterns of four states (California, Texas, Florida, and Ohio) are important as approximately 33% of our current stores operate and 33% of our 2021 net sales occurred in these states.

Fluctuation in commodity prices, including but not limited to diesel fuel and other fuels used by utilities to generate power, could materially adversely impact our gross margin and operating profit.

Transporting merchandise, supplies, fixtures, and other materials to and from our distribution centers and our timely receiptstores requires significant volumes of merchandisediesel fuel and other fuels. As a result, fluctuations in the prices of diesel fuel and other fuels, including increases in fuel prices resulting from the war between Russia and Ukraine, directly impact the carrying cost of inventory, could adversely affectthe cost of outbound transportation from our operating performance.

We rely on our ability to replenish depleted merchandise inventory through deliveries to our distribution centers and from the distribution centers to our stores, byand the cost to transport other materials and supplies. Additionally, we consume significant volumes of electricity and natural gas to heat, cool, and operate equipment in our stores. Our utility providers depend on various meansfuels to generate and transport electricity and natural gas, the cost of transportation, including shipments by sea, rail and truck carriers.which is typically passed through to us as the consumer. A decreaserise in the capacitycost of carriers (e.g., trans-Pacific freight carrier bankruptcies) and/or labor strikes, disruptions or shortages in the transportation industryfuels used to generate and transport electricity and natural gas could negatively affectmaterially adversely impact our distribution network, our timely receipt of merchandise and/or transportation costs. In addition, long-term disruptions to the U.S. and international transportation infrastructure from wars, political unrest, terrorism, natural disasters, governmental budget constraints and other significant events that lead to delays or interruptions of service could adversely affect our business. Also, a fire, earthquake, or other disaster at one of our distribution centers could disrupt our timely receipt, processing and shipment of merchandise to our stores which could adversely affect our business. Additionally, as we seek to expand our operation through the implementation of our online retail capabilities, we may face increased or unexpected demands on distribution center operations, as well as new demands on our distribution network. Lastly, as we re-locate our distribution center operations in California, we may experience increased selling and administrative expenses associated with the transition during 2019.operating profit.


Cybersecurity Risks

If we are unable to secure customer, employee, vendor and company data, our systems could be compromised, our reputation could be damaged, and we could be subject to penalties or lawsuits.


In the normal course of business, we process and collect relevant data about our customers, employees and vendors. The protection of our customer, employee, vendor and company data and information is critical to us. We have implemented procedures, processes and technologies designed to safeguard our customers’ debit and credit card information and other private data, our employees’ and vendors’ private data, and our records and intellectual property. We also utilize third-party service providers in connection with certain technology related activities, including credit card processing, website hosting, data encryption and software support. We require these providers to take appropriate measures to secure such data and information and assess their ability to do so.


Despite our procedures, technologies and other information security measures, we cannot be certain that our information technology systems or the information technology systems of our third-party service providers are preventing, containing, or detecting, or will be able to prevent, contain or detect all cyberattacks, cyberterrorism, or security breaches. As evidenced by
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other retailers who have suffered serious security breaches, we may be vulnerable to data security breaches and data loss, including cyberattacks. A material breach of our security measures or our third-party service providers’ security measures, the misuse of our customer, employee, vendor and company data or information or our failure to comply with applicable privacy and information security laws and regulations could result in the exposure of sensitive data or information, attract a substantial amount of negative media attention, damage our customer or employee relationships and our reputation and brand, distract the attention of management from their other responsibilities, subject us to government enforcement actions, private litigation, penalties and costly response measures, and result in lost sales and a reduction in the market value of our common shares. While we have insurance,taken action to mitigate our financial risk, in the event we experience a material data or information security breach, our insuranceprotection may not be sufficient to cover the impact to our business, or insurance proceeds may not be paid timely. business.


In addition, the regulatory environment surrounding data and information security and privacy is increasingly demanding, as new and revised requirements are frequently imposed across our business. Compliance with more demanding privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes.



Human Capital Risks

If we are unable to maintain or upgradeattract, train, and retain highly qualified associates while also controlling our computer systems or iflabor costs, our information technology or computer systems are damaged or ceasefinancial performance may be negatively affected.

Our customers expect a positive shopping experience, which is driven by a high level of customer service from our associates and a quality presentation of our merchandise. Additionally, our customers expect merchandise to function properly,be in stock in our stores and online, which is partially driven by the timely delivery of merchandise from our distribution centers to our stores. To grow our operations and meet the needs and expectations of our customers, we must attract, train, and retain a large number of highly qualified associates, while also controlling labor costs. We compete with other retail businesses for many of our associates and many of our store and distribution center positions have historically had high turnover rates, which can increase training and retention costs. In addition, our ability to control labor costs is subject to numerous external factors, including prevailing wage rates, the impact of federal, state, or local minimum wage legislation, the impact of legislation or regulations governing labor relations or benefits, and health insurance costs.

The loss of key personnel may be disrupted or become less efficient.have a material impact on our future business and results of operations.


We depend on a variety of information technologybelieve that we benefit substantially from the leadership and computer systems for the efficient functioningexperience of our business. We rely on certain hardware, telecommunications and software vendors to maintain and periodically upgrade manysenior executives. The loss of the services of these systems so that we can continue to support our business. Various components of our information technology and computer systems, including hardware, networks, and software, are licensed to us by third party vendors. We rely extensivelyindividuals could have a material adverse impact on our information technology and computer systems to process transactions, summarize results, and manage our business. Our information technology and computer systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cyberattacks or other security breaches, obsolescence, catastrophic events such as fires, floods, earthquakes, tornados, hurricanes, acts of war or terrorism, and usage errors by our employees or our contractors. In recent years, we have begun using vendor-hosted solutions for certain of our information technology and computer systems, which are more exposed to telecommunication failures.

If our information technology or computer systems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them, and we may suffer loss of critical data and interruptions or delays in our operations as a result. Any material interruption experienced by our information technology or computer systems could negatively affect our business and results of operations. CostsCompetition for key personnel in the retail industry is intense, and potential interruptions associated with the implementation of new or upgraded systemsour future success will depend on our ability to recruit, train, and technology or with maintenance or adequate support ofretain our existing systems could disrupt or reduce the efficiency of our business.

Declines in general economic conditions, disposable income levels,senior executives and other conditions, such as unseasonable weather, could lead to reduced consumer demand for our merchandise, thereby materially affecting our revenuesqualified personnel.

Regulatory and gross margin.Legal Liability Risks

Our results of operations can be directly impacted by the health of the U.S. economy. Our business and financial performance may be adversely impacted by current and future economic conditions, including factors that may restrict or otherwise negatively impact consumer financing, disposable income levels, unemployment levels, energy costs, interest rates, recession, inflation, tax reform, natural disasters or terrorist activities and other matters that influence consumer spending. Specifically, our Soft Home, Hard Home, Furniture and Seasonal merchandise categories may be threatened when disposable income levels are negatively impacted by economic conditions. Additionally, the net sales of cyclical product offerings in our Seasonal category may be threatened when we experience extended periods of unseasonable weather. Inclement weather can also negatively impact our Furniture category, as many customers transport the product home personally. In particular, the economic conditions and weather patterns of four states (California, Texas, Florida, and Ohio) are important as approximately 33% of our current stores operate and 34% of our 2018 net sales occurred in these states.


Changes in federal or state legislation and regulations, including the effects of legislation and regulations on product safety and hazardous materials, could increase our cost of doing business and adversely affect our operating performance.


We are exposed to the risk that newNew federal or state legislation, including new product safety and hazardous material laws and regulations, may negatively impact our operations, increase our cost of doing business and adversely affect our operating performance. Changes in product safety legislation or regulations may lead to product recalls and the disposal or write-off of merchandise, as well as fines or penalties and reputational damage. If our merchandise and food products do not meet applicable governmental safety standards or our customers’ expectations regarding quality or safety, we could experience lost sales, increased costs, reputational damage, and be exposed toincreased legal and reputational risk.


In addition, if we discard or dispose of our merchandise, particularly thatmerchandise which is non-salable, in a fashion that is inconsistentinconsistently with jurisdictionalapplicable waste management standards, we could expose ourselves to certain fines and litigation costs related to hazardous material regulations. Our inability to comply on a timely basis with regulatory requirements, execute product recalls in a timely manner, or consistently implement waste management standards, could result in fines or penalties which could have a material adverse effect on our financial results. In addition, negative customer perceptions regarding the safety of the products we sell could cause us to lose market share to our competitors. If this occurs, it may be difficult for us to regain lost sales.




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We are subject to periodic litigation and regulatory proceedings, including Fair Labor Standards Act, state wage and hour, and shareholder class action lawsuits, which may adversely affect our business and financial performance.


From time to time, we are involved in lawsuitslitigation and regulatory actions, including various collective, class action or shareholder derivative lawsuits that are brought against us for alleged violations of the Fair Labor Standards Act, state wage and hour laws, sales tax and consumer protection laws, False Claims Act, federal securities laws and environmental and hazardous waste regulations. Due to the inherent uncertainties of litigation, we may not be able to accurately determine the impact on us of any future adverse outcome of such proceedings. The ultimate resolution of these matters could have a material adverse impact on our financial condition, results of operations, and liquidity. In addition, regardless of the outcome, these proceedings could result in substantial cost to us and may require us to devote substantial attention and resources to defend ourselves. For a description of certain current legal proceedings, see note 10Note 9 to the accompanying consolidated financial statements.


Our current insurance program may expose us to unexpected costs and negatively affect our financial performance.


Our insurance coverage is subject to deductibles, self-insured retentions, limits of liability and similar provisions that we believe are prudent based on our overall operations. We may incur certain types of losses that we cannot insure or which we believe are not economically reasonable to insure, such as losses due to acts of war, employee and certain other crime, and some natural disasters.disasters, and pandemic diseases. If we incur these losses and they are material, our business could suffer. Certain material events may result in sizable losses for the insurance industry and adversely impact the availability of adequate insurance coverage or result in excessive premium increases. To offset negative cost trends in the insurance market, we may elect to self-insure, accept higher deductibles or reduce the amount of coverage in response to these market changes. In addition, we self-insure a significant portion of expected losses under our workers’ compensation, general liability, including automobile, and group health insurance programs. Unanticipated changes in any applicable actuarial assumptions and management estimates underlying our recorded liabilities for these self-insured losses, including potential increases in medical and indemnity costs, could result in significantly different expenses than expected under these programs, which could have a material adverse effect on our financial condition and results of operations. Although we continue to maintain property insurance for catastrophic events, we are self-insured for losses up to the amount of our deductibles. If we experience a greater number of self-insured losses than we anticipate, our financial performance could be adversely affected.


If we are unable to attract, train, and retain highly qualified associates while also controlling our labor costs, our financial performance may be negatively affected.Financial Risks

Our customers expect a positive shopping experience, which is driven by a high level of customer service from our associates and a quality presentation of our merchandise. To grow our operations and meet the needs and expectations of our customers, we must attract, train, and retain a large number of highly qualified associates, while at the same time control labor costs. We compete with other retail businesses for many of our associates in hourly and part-time positions. These positions have historically had high turnover rates, which can lead to increased training and retention costs. In addition, our ability to control labor costs is subject to numerous external factors, including prevailing wage rates, the impact of legislation or regulations governing labor relations or benefits, and health insurance costs.

The loss of key personnel may have a material impact on our future results of operations.

We believe that we benefit substantially from the leadership and experience of our senior executives. The loss of the services of these individuals could have a material adverse impact on our business. Competition for key personnel in the retail industry is intense, and our future success will depend on our ability to recruit, train, and retain our senior executives and other qualified personnel.

If we are unable to retain existing and/or secure suitable new store locations under favorable lease terms, our financial performance may be negatively affected.

We lease almost all of our stores, and a significant number of these leases expire or are up for renewal each year, as noted below in “Item 2. Properties” and in MD&A in this Form 10-K. Our strategy to improve our financial performance includes increasing sales while managing the occupancy cost of each of our stores. The primary component of our sales growth strategy is increasing our comparable store sales, which will require renewing many leases each year. Additional components of our sales growth strategy include relocating certain existing stores to new locations within existing markets and opening new store locations, either as an expansion in an existing market or as an entrance into a new market. If the commercial real estate market does not allow us to negotiate favorable lease renewals and new store leases, our financial position, results of operations, and liquidity may be negatively affected.


If our investment in our Store of the Future remodel program is not favorably received by our customers, our financial performance may be negatively affected.

We have embarked upon a significant capital improvement project to renovate a significant portion of our stores during the coming three to five years through our Store of the Future remodel program. This multi-year program could be the largest capital improvement program in our corporate history. If we are unable to effectively manage the execution of this program and efficiently utilize our capital expenditures, our financial position, results of operations, and liquidity may be negatively affected.


If we are unable to comply with the terms of the 20182021 Credit Agreement, our capital resources, financial condition, results of operations, and liquidity may be materially adversely effected.


We may need to borrow funds under our $700$600 million five-year unsecured credit facility (“20182021 Credit Agreement”) from time to time, depending on operating or other cash flow requirements. The 20182021 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens, and investments, as well as the maintenance of a leverage ratio and a fixed charge coverage ratio. Additionally, we are subject to cross-default provisions under the synthetic lease agreement (the “Synthetic Lease”) that we entered in connection with our new distribution center in California. A violation of any of these covenants may permit the lenders to restrict our ability to borrow additional funds, provide letters of credit under the 20182021 Credit Agreement and may require us to immediately repay any outstanding loans. Our failure to comply with these covenants may have a material adverse effect on our capital resources, financial condition, results of operations, and liquidity.


A significant decline in our operating profit and taxable income may impair our ability to realize the value of our long-lived assets and deferred tax assets.


We are required by accounting rules to periodically assess our property and equipment, operating lease right-of-use assets, and deferred taxintangible assets for impairment and recognize an impairment loss, or valuation charge, if necessary. In performing these assessments, we use our historical financial performance to determine whether we have potential impairments or valuation concerns and as evidence to support our assumptions about future financial performance. A significant decline in our financial performance could negatively affect the results of our assessments of the recoverability of our property and equipment, operating lease right-of-use assets, deferred tax assets, and our deferred taxintangible assets and trigger the impairment of these assets. Impairment or valuation charges taken against property and equipment, operating lease right-of-use assets, and deferred taxintangible assets could be material and could have a material adverse impact on our capital resources, financial condition, results of operations, and liquidity (see the discussion under the caption “Critical Accounting Policies and Estimates” in the accompanying MD&A in this Form 10-K for additional information regarding our accounting policies for long-lived assets and income taxes).liquidity.



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Other Risks

We also may be subject to a number of other factors which may, individually or in the aggregate, materially adversely affect our business.business, capital resources, financial condition, results of operations and liquidity. These factors include, but are not limited to:


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;
A downgrade in our credit rating could negatively affect our ability to access capital or increase our borrowing costs;
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;
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;
Infringement of our intellectual property, including the Big Lots trademarks, could dilute their value; and
Other risks described from time to time in our filings with the SEC.


Item 1B. Unresolved Staff Comments


None.



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Item 2. Properties


Retail Operations


All of our stores are located in the U.S., predominantly in strip shopping centers, and have an average store size of approximately 31,80032,900 square feet, of which an average of 22,30022,900 is selling square feet. For additional information about the properties in our retail operations, see the discussion under the caption “Real Estate”Real Estate in “ItemItem 1. Business”Business and under the caption “Real Estate”Operating Strategy - Real Estate in MD&A in this Form 10-K.


The average costcapital expenditures invested to open a new store in a leased facility during 20182021 was approximately $1.7$1.1 million, includingwhich includes the cost of constructions,construction and fixtures, excludes any landlord-provided funding, and inventory.reflects the benefit of lower capital expenditures at certain of our stores where construction was completed by our landlord. All of our stores are leased, except for the 5350 stores we own in the following states:
State Stores Owned
ArizonaCalifornia136 
CaliforniaColorado38
ColoradoFlorida3
FloridaLouisiana3
LouisianaMichigan1
MichiganNew Mexico1
New MexicoOhio2
OhioTexas1
Texas   Total350 
   Total53


Additionally, in 2017, we own two closed one owned site,sites which we are not currently operating and remainsone of those sites is available for sale. Since thisthese owned site issites are no longer operating as an active store, it hasstores, they have been excluded from our store counts at February 2, 2019.January 29, 2022.


Store leases generally obligate us for fixed monthly rental payments plus the payment, in most cases, of our applicable portion of real estate taxes, common area maintenance costs (“CAM”), and property insurance. Some leases require the payment of a percentage of sales in addition to minimum rent. Such payments generally are required only when sales exceed a specified level. Our typical store lease is for an initial minimum term of approximately five to ten years with multiple five-year renewal options. FortyTwenty store leases have sales termination clauses that allow us to exit the location at our option if we do not achieve certain sales volume results. An additional thirteen store leases have generic early termination clauses that allow us to exit the location upon providing sufficient notice to the landlord.


The following table summarizes the number of store lease expirations in each of the next five fiscal years and the total thereafter. As stated above, many of our store leases have renewal options. The table also includes the number of leases that are scheduled to expire each year that do not have a renewal option. The table includes leases for stores with more than one lease and leases for stores not yet open and excludes 14eight month-to-month leases and 5350 owned locations.
Fiscal Year:Expiring LeasesLeases Without Options
202218448
202323047
202419729
202520428
202624042
Thereafter32217
Fiscal Year:Expiring Leases Leases Without Options
2019224 43
2020240 29
2021270 56
2022197 36
2023225 47
Thereafter217 11



Warehouse and Distribution


At February 2, 2019,January 29, 2022, we ownedleased and operated approximately 9.0 million square feet of distribution center and warehouse space. We own and operatespace in five regional distribution centersfacilities strategically located across the United States. The regional distribution centers utilize warehouse management technology, which we believe enables highly accurate and efficient processing of merchandise from vendors
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to our retail stores. The combined output of our regional distribution centers was approximately 2.4 million merchandise cartons per week in 2018.2021. Certain vendors deliver merchandise directly to our stores when it supports our operational goal to deliver merchandise from our vendors to the sales floor in the most efficient manner. We operate ouran e-commerce fulfillment center out of our Columbus, OH warehouse. In recent years, to supplement our Columbus, OH e-commerce fulfillment center, we began fulfilling direct-ship e-commerce orders from 65 of our store locations, which we strategically selected based on geographic location, size, and other relevant factors.


Distribution centers and warehouse space, and the corresponding square footage of the facilities,regional distribution centers, by location at February 2, 2019,January 29, 2022, were as follows:
LocationYear OpenedTotal Square FootageNumber of Stores Served
(Square footage in thousands)
Columbus, OH19893,559331
Montgomery, AL19961,411317
Tremont, PA20001,295308
Durant, OK20041,297257
Apple Valley, CA20191,416218
Total8,9781,431
LocationYear OpenedTotal Square FootageNumber of Stores Served
  (Square footage in thousands) 
Rancho Cucamonga, CA19841,423255
Columbus, OH19893,559312
Montgomery, AL19961,411301
Tremont, PA20001,295330
Durant, OK20041,297203
Total
8,9851,401


At January 29, 2022, we also leased two small-format forward distribution centers, which are operated by a third-party logistics service provider. The forward distribution centers divert processing and logistics for bulk goods from our regional distribution centers into the forward distribution centers, thereby increasing the efficiency of our regional distribution centers, which are designed to most efficiently process cartons as opposed to bulk goods. The locations and respective square footage of the forward distribution centers at January 29, 2022, were as follows:
During 2015,
LocationYear OpenedTotal Square Footage
(Square footage in thousands)
McDonough, GA2021485
Bethel, PA2021587
Total1,072

In 2022, we announced our intentionintend to open a newtwo additional forward distribution center in California and relocate our existing California distribution operations to this facility. Construction began on the new facility in late 2017centers and we expect the transitionwill continue to beginevaluate whether we need to open additional forward distribution centers in the summer of 2019.future to support our net store count and net sales growth targets over the next several years.


Corporate Office


In 2018, we movedWe own a facility in Columbus, Ohio that serves as our corporate headquarters to a new leased facility within Columbus, Ohio.headquarters.


Item 3. Legal Proceedings


Item 103 of SEC Regulation S-K requires that we disclose actual or known contemplatedFor information regarding certain legal proceedings to which a governmental authority and we are eachhave been named a party and that arise under laws dealing with the discharge of materials into the environment or the protection of the environment, if the proceeding reasonably involves potential monetary sanctions of $100,000 or more.

For a discussion of certain litigated matters, alsoare subject, see note 10Note 9 to the accompanying consolidated financial statementsstatements.


Item 4. Mine Safety Disclosures


None.



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Supplemental Item. Information about our Executive Officers of the Registrant


Our executive officers at April 2, 2019March 29, 2022 were as follows:
NameAgeOffices HeldOfficer Since
Bruce K. Thorn54President and Chief Executive Officer2018
Gene Eddie Burt56Executive Vice President, Chief Supply Chain Officer2020
Andrej Mueller45Executive Vice President, Strategy and Chief Customer Officer2019
Nicholas E. Padovano58Executive Vice President, Chief Stores Officer2014
Jack A. Pestello52Executive Vice President, Chief Merchandising Officer2020
Jonathan E. Ramsden57Executive Vice President, Chief Financial Officer and Chief Administrative Officer2019
Ronald A. Robins, Jr.58Executive Vice President, Chief Legal and Governance Officer, General Counsel and Corporate Secretary2015
Michael A. Schlonsky55Executive Vice President, Chief Human Resources Officer2000
Gurmeet Singh53Executive Vice President, Chief Technology Officer2021
NameAgeOffices HeldOfficer Since
Bruce K. Thorn51President and Chief Executive Officer2018
Lisa M. Bachmann57Executive Vice President, Chief Merchandising and Operating Officer2002
Timothy A. Johnson51Executive Vice President, Chief Administrative Officer and Chief Financial Officer2004
Michael A. Schlonsky52Executive Vice President, Human Resources2000
Stephen M. Haffer53Senior Vice President, Chief Customer Officer2018
Nicholas E. Padovano55Senior Vice President, Store Operations2014
Ronald A. Robins, Jr.55Senior Vice President, General Counsel and Corporate Secretary2015


Bruce K. Thorn is our President and Chief Executive Officer. Before joining Big Lots in September 2018, he served as President and Chief Operating Officer of Tailored Brands, Inc., a leading specialty retailer of men’s tailored clothing and formalwear. Bruceformalwear, from 2015 to 2018. Mr. Thorn also held various enterprise-level roles with PetSmart, Inc., most recently as Executive Vice President, Store Operations, Services and Supply Chain, as well as leadership positions with Gap, Inc., Cintas Corp, LESCO, Inc. and The United States Army. Mr. Thorn also serves on the board of directors of Caleres, Inc.


Lisa M. Bachmann Gene Eddie Burt is responsible for our supply chain and logistics. He was promoted to Executive Vice President, Chief Supply Chain Officer in January 2021 after serving as our Senior Vice President, Supply Chain since joining us in March 2019. Prior to joining us, Mr. Burt served as the Executive Vice President of Merchandising and Supply Chain at GNC Holdings, a specialty nutrition retailer. Additionally, Mr. Burt spent eight years with PetSmart, Inc., in multiple Vice President and Senior Vice President roles focusing on distribution, transportation, supply chain, and real estate development. His experience also includes logistics and supply chain roles with Tuesday Morning Corporation and Home Depot, Inc. Mr. Burt also serves on the board of directors of Boot Barn Holdings, Inc.

Andrej Mueller is responsible for business strategy and marketing. Mr. Mueller was promoted to Executive Vice President, Strategy and Chief Customer Officer in May 2020. Mr. Mueller joined us in October 2019 as Executive Vice President, Business Strategy. Prior to joining us, Mr. Mueller spent 18 years at Boston Consulting Group, an international management consulting firm, where he most recently was a partner and managing director. He has over 15 years of experience in the consumer products sector across a broad range of categories including personal care, snacks, beverages, cheese and dairy, and durable goods. He has worked in both developed and developing trade environments in Western and Eastern Europe, Russia, the Middle East, South Africa, and Latin America.

Nicholas E. Padovano is responsible for store operations and customer engagement. He was promoted to Executive Vice President, Chief Stores Officer in March 2021. Mr. Padovano joined us in 2014 as Senior Vice President, Store Operations. Prior to joining us, Mr. Padovano was an executive at the Hudson Bay Company, a department store retailer, where he was responsible for store operations of the Bay and Zellers brands. Additionally, Mr. Padovano served as Head of Stores, Distribution and Supply Chain for Lowes Canada, a home improvement retailer.

Jack A. Pestello is responsible for merchandising and global sourcing, merchandise presentation, and merchandise planning and allocation. Ms. Bachmann was promoted toMr. Pestello joined us in July 2020 as Executive Vice President, Chief Merchandising and Operating Officer following seven years in August 2015,leadership roles at which time she assumed responsibility for merchandising and global sourcing. Prior to that, Ms. Bachmann was promoted to Executive Vice President, Chief Operating Officer in August 2012 and Executive Vice President, Supply Chain Management and Chief Information Officer in March 2010. Ms. Bachmann joined usWalmart Inc., an international retailer, where he most recently served as Senior Vice President and General Merchandise Planning, AllocationManager for Walmart Inc.’s grocery business, after having served as Senior Vice President, Private Brands and PresentationVice President of Walmart Inc’s International Division. Additionally, Mr. Pestello has previously served in March 2002.leadership roles with Woolworths Group Ltd., an international retailer, and Daymon Worldwide, Inc., an international retail branding and sourcing consultant.


Timothy A. Johnson Jonathan E. Ramsden is responsible for financial reporting and controls, financial planning and analysis, treasury, risk management, tax, internal audit, investor relations, real estate, and asset protection. Mr. JohnsonRamsden joined us in August 2019 as Executive Vice President, Chief Financial Officer and Chief Administrative Officer. Prior to joining us, Mr. Ramsden served for over seven years with Abercrombie & Fitch Co., an apparel retailer, as Chief Financial Officer and then later Chief
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Operating Officer. Additionally, Mr. Ramsden spent 10 years as Chief Financial Officer of TBWA Worldwide, a global marketing services group, after having served as Controller of TBWA’s parent, Omnicom Group Inc.

Ronald A. Robins, Jr. is responsible for legal affairs, corporate governance and related matters. Mr. Robins was promoted to Executive Vice President in September 2019, and now serves as the Chief Administrative OfficerLegal and Chief Financial Officer in August 2015.Governance Officer. Prior to that, Mr. Johnson was promoted to Executive Vice President, Chief Financial Officer in March 2014. Mr. Johnson assumed responsibility for real estate in June 2013 and asset protection in November 2013. Mr. Johnson was promoted toRobins served as Senior Vice President, General Counsel and Corporate Secretary since joining us. Prior to joining us, Mr. Robins was a partner at Vorys, Sater, Seymour and Pease LLP and also previously served as General Counsel, Chief FinancialCompliance Officer, in August 2012, at which time he assumed responsibility for treasury and risk management. He was promoted to Senior Vice PresidentSecretary of Finance in July 2011. He joined us in August 2000 as Director of Strategic Planning.Abercrombie & Fitch Co., an apparel retailer.


Michael A. Schlonsky is responsible for talent management and oversight of human resources. He was promoted to Executive Vice President in August 2015.2015, and now serves as the Chief Human Resources Officer. He was promoted to Senior Vice President, Human Resources in August 2012 and promoted to Vice President, Associate Relations and Benefits in 2010. Prior to that, Mr. Schlonsky was promoted to Vice President, Associate Relations and Risk Management in 2005. Mr. Schlonsky joined us in 1993 as Staff Counsel and was promoted to Director, Risk Management in 1998, and to Vice President, Risk Management and Administrative Services in 2000.


Stephen M. Haffer Gurmeet Singhis responsible for customer engagement,technology development, technology platforms, technology infrastructure, and messaging touchpoints, including marketing, advertising, brand development and e-commerce. Mr. Hafferinformation security. Dr. Singh joined us in 20182021 as SeniorExecutive Vice President, Chief CustomerTechnology Officer. Prior to joining us, Mr. Haffer was an executiveDr. Singh served at American Signature, Inc., the parent company for Value City FurnitureAl-Futtaim Group as President, Group Chief Digital Officer covering Digital, Technology and American Signature Home stores, where he served in a number of roles over a 25-year career spanning marketing, e-commerce, information technology and business development, leading up to his appointment as Chief Innovation Officer in 2016.

Nicholas E. Padovano is responsible for store operations. Mr. Padovano joined us in 2014 as Senior Vice President, Store Operations. Prior to joining us, Mr. Padovano was an executive at the Hudson Bay Company, a department store retailer, where he was responsible for store operations of the Bay and Zellers brands.Data. Additionally, Mr. Padovano served as Head of Stores, Distribution and Supply Chain for Lowes Canada, a home improvement retailer.

Ronald A. Robins, Jr. is responsible for legal affairs and compliance. Mr. Robins joined us in 2015 as Senior Vice President, General Counsel and Corporate Secretary. Prior to joining us, Mr. Robins was a partner at Vorys, Sater, Seymour and Pease LLP and alsoDr. Singh previously served as General Counsel,Executive Vice President, Chief ComplianceDigital, Information, and Marketing Officer for 7-Eleven Inc. and Secretaryserved in similar digital, technology and data roles at BCG, CapitalOne, Intuit Inc. and FedEx. Dr. Singh is also on the board of Abercrombie & Fitch Co., an apparel retailer. directors of Focus Brands, LLC.

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Part II


Item 5. Market for Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Our common shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “BIG.”


The following table sets forth information regarding our repurchase of common shares during the fourth fiscal quarter of 2018:2021:
(In thousands, except price per share data)
Period
(a) Total Number of Shares Purchased (1)(2)
(b) Average Price Paid per Share (1)(2)
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 31, 2021 - November 27, 2021$48.30 — $— 
November 28, 2021 - December 25, 2021825 43.13 825 214,419 
December 26, 2021 - January 29, 20221,239 44.41 1,239 159,425 
  Total2,068 $43.91 2,064 $159,425 
(In thousands, except price per share data)    
Period
(a) Total Number of Shares Purchased (1)
 
(b) Average Price Paid per Share (1)
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
November 4, 2018 - December 1, 2018
 $

$
December 2, 2018 - December 29, 2018
 40.07


December 30, 2018 - February 2, 2019

31.36


  Total
 $38.97

$


(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.

(1)     On March 6, 2019,December 1, 2021, our Board of Directors authorized a program for the repurchase of up to $50.0$250.0 million of our common shares (“20192021 Repurchase Program”Authorization”). Pursuant toDuring the 2019fourth quarter of 2021, we purchased 2.1 million of our common shares for $90.6 million under the 2021 Repurchase Program, we are authorized to repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. Common shares acquired through the 2019Authorization. The 2021 Repurchase Program will be available to meet obligations under our equity compensation plans and for general corporate purposes. The 2019 Repurchase ProgramAuthorization has no scheduled termination date.


(2)     In November 2021 and December 2021, in connection with the vesting of certain outstanding restricted stock units, we acquired 4,072 and 290 of our common shares, respectively, which were withheld to satisfy minimum statutory income tax withholdings.

At the close of trading on the NYSE on March 29, 2019,25, 2022, there were approximately 636867 registered holders of record of our common shares.



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The following graph and table compares, for the five fiscal years ended February 2, 2019,January 29, 2022, the cumulative total shareholder return for our common shares, the S&P 500 Index, and the S&P 500 Retailing Index. Measurement points are the last trading day of each of our fiscal years ended January 31, 2015, January 30, 2016, January 28, 2017, February 3, 2018, and February 2, 2019.2019, February 1, 2020, January 30, 2021 and January 29, 2022. The graph and table assume that $100 was invested on February 1, 2014,January 28, 2017, in each of our common shares, the S&P 500 Index, and the S&P 500 Retailing Index and reinvestment of any dividends. The stock price performance on the following graph and table is not necessarily indicative of future stock price performance.


image.gifbig-20220129_g1.jpg



Indexed Returns
Years Ended
Base Period
JanuaryJanuaryJanuaryJanuaryJanuaryJanuary
Company / Index201720182019202020212022
Big Lots, Inc.$100.00 $121.05 $67.72 $61.04 $141.38 $96.56 
S&P 500 Index100.00 122.83 122.76 149.23 174.97 211.72 
S&P 500 Retailing Index$100.00 $141.30 $152.92 $184.44 $260.77 $276.14 
 Indexed Returns
 Years Ended
 Base Period     
 JanuaryJanuaryJanuaryJanuaryJanuaryJanuary
Company / Index201420152016201720182019
Big Lots, Inc.$100.00
$173.38
$148.96
$190.13
$230.14
$128.76
S&P 500 Index100.00
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

Item 6. Selected Financial Data[Reserved]

The following statements of operations and balance sheet data have been derived from our consolidated financial statements and should be read in conjunction with MD&A and the consolidated financial statements and related notes included herein.
21
 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 margin2,121,895
2,142,442
2,099,419
2,067,140
2,043,954
Selling and administrative expenses1,778,416
1,723,996
1,730,956
1,708,499
1,699,764
Depreciation expense124,970
117,093
120,460
122,854
119,702
Operating profit218,509
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 taxes207,613
295,354
244,299
226,850
221,900
Income tax expense50,719
105,522
91,471
83,977
85,239
Income from continuing operations156,894
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:     
Basic40,809
42,818
45,316
50,517
54,935
Diluted40,962
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 capital489,443
432,365
315,784
315,984
411,446
Cash and cash equivalents46,034
51,176
51,164
54,144
52,261
Long-term obligations under bank credit facility374,100
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 footage44,500
44,638
44,570
44,914
45,134
Total selling square footage31,217
31,399
31,519
31,775
32,006
Stores open at end of the fiscal year1,401
1,416
1,432
1,449
1,460


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(a)The period presented is comprised of 52 weeks.
(b)The period presented is comprised of 53 weeks.


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Overview


The discussion and analysis presented below should be read in conjunction with the accompanying consolidated financial statements and related notes. Please refer to “Item 1A. Risk Factors” of this Form 10-K for a discussion of forward-looking statements and certain risk factors that may have a material adverse effect on our business, financial condition, results of operations, and/or liquidity.


Our fiscal year ends on the Saturday nearest to January 31, which results in some fiscal years with 52 weeks and some with 53 weeks. Fiscal year 2018years 2021, 2020, and 20162019 were comprised of 52 weeks. Fiscal year 2017 was comprised of 53 weeks. Fiscal year 20192022 will also be comprised of 52 weeks.


Operating Results Summary


The following are the results from 20182021 that we believe are key indicators of our operating performancefinancial condition and results of operations when compared to 2017.2020.


Net sales decreased $26.3$48.6 million, or 0.5%0.8%.
Comparable store sales for stores open at least fifteen months, includingplus our e-commerce increased $62.3operations, decreased $152.2 million, or 1.2%2.5%.
Gross margin dollars decreased $20.5$100.4 million with a 20 basis point decrease inand gross margin rate decreased 130 basis points to 40.5%39.0% of net sales.
Selling and administrative expenses increased $54.4 million.$49.1 million, which included $5.0 million of store asset impairment charges. As a percentage of net sales, selling and administrative expenses increased 130110 basis points to 34.0%32.8% of net sales.
Operating profit rate decreased 150 basis points$616.7 million to 4.2%.$239.8 million.
Diluted earnings per share decreased 12.6%66.9% to $3.83$5.33 per share, compared to $4.38$16.11 per share in 2017.2020.
In 2020 we recorded a pre-tax gain on sale of distribution centers of $463.1 million and consulting and other expenses of $4.0 million related to the sale and leaseback of our four owned distribution centers. The absence of the gain on sale of distribution centers and associated consulting and other expenses decreased our operating profit in 2021 by $459.1 million and decreased our diluted earnings per share by approximately $8.75 per share.
Our return on invested capital decreased to 16.3%14.9% from 22.9%48.4%.
Inventory of $969.6$1,237.8 million represented a $96.8$297.5 million increase, or 11.1%31.6%, from 2017.2020.
We acquired approximately 2.4a total of 7.7 million of our outstanding common shares for $100.0$417.7 million under our 2018 Repurchase Program (as defined belowshare repurchase authorizations in “Capital Resources and Liquidity”), at a weighted average price2021 compared to 3.8 million of $42.11 per share.our outstanding common shares for $172.8 million under share repurchase authorizations in 2020.
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$41.7 million.


The following table compares components of our consolidated statements of operations as a percentage of net sales:
202120202019
Net sales100.0 %100.0 %100.0 %
Cost of sales (exclusive of depreciation expense shown separately below)61.0 59.7 60.3 
Gross margin39.0 40.3 39.7 
Selling and administrative expenses32.8 31.7 34.3 
Depreciation expense2.3 2.2 2.5 
Gain on sale of distribution centers0.0 (7.5)(3.4)
Operating profit3.9 13.8 6.3 
Interest expense(0.2)(0.2)(0.3)
Other income (expense)0.0 (0.0)(0.0)
Income before income taxes3.8 13.6 6.0 
Income tax expense0.9 3.5 1.4 
Net income2.9 %10.1 %4.6 %

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 201820172016
Net sales100.0 %100.0 %100.0 %
Cost of sales (exclusive of depreciation expense shown separately below)59.5
59.3
59.6
Gross margin40.5
40.7
40.4
Selling and administrative expenses34.0
32.7
33.3
Depreciation expense2.4
2.2
2.3
Operating profit4.2
5.7
4.8
Interest expense(0.2)(0.1)(0.1)
Other income (expense)(0.0)0.0
0.0
Income before income taxes4.0
5.6
4.7
Income tax expense1.0
2.0
1.8
Net income3.0 %3.6 %2.9 %
Table of Contents


See the discussion below under the captions “2018caption “2021 Compared To 2017” and “2017 Compared To 2016”2020” for additional details regarding the specific components of our operating results. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the year ended January 30, 2021 for a comparison of our operating results for 2020 to our operating results for 2019, which was filed with the SEC on March 30, 2021.


In 2018,2021, we recognized non-cash store asset impairments of $5.0 million related to underperforming stores in our chain, which included impairments of both operating lease right-of-use assets and property and equipment. The store asset impairment charges decreased our operating profit by $5.0 million and decreased our diluted earnings per share by approximately $0.11 per share. See Note 2 and Note 5 to the accompanying consolidated financial statements for additional information on the store asset impairment charges.

In 2020, we recognized a gain on sale of distribution centers of $463.1 million related to the sale and leaseback of four distribution centers. Additionally, our selling and administrative expenses include $7.0$4.0 million of consulting and other costs associated with the sale and leaseback transactions. The combined gain on sale of distribution centers and associated consulting and other expenses increased our operating profit by $459.1 million and increased our diluted earnings per share by approximately $8.75 per share. See Note 10 to the accompanying consolidated financial statements for additional information on the sale and leaseback transactions.

In 2019, our cost of sales included a $6.0 million charge for impairment of inventory in our greeting cards department, which we chose to exit in the first quarter of 2019. Additionally, our selling and administrative expenses included $38.3 million of costs associated with our transformational restructuring initiative, which we refer to as “Operation North Star,” announced in the retirementfirst quarter of our former chief executive officer2019 and $3.5$7.3 million ofin estimated costs associated with employee wage and hour claims brought against us in the settlementstate of California. We also recognized a gain on sale of distribution center of $178.5 million related to the sale of our shareholder litigation matter,Rancho Cucamonga, CA distribution center which is described in further detail in noteincreased our 2019 operating profit by $178.5 million and increased our diluted earnings per share by approximately $3.47 per share. See Note 10 to the accompanying consolidated financial statements.statements for additional information on this sale transaction.


In 2017, our selling and administrative expenses include recoveries of $3.0 million from our insurance carriers related to a legal matter. Additionally, our income tax expense reflects a $4.5 million charge for the impact of the Tax Cuts and Jobs Act of 2017 related to our net deferred tax position and a $3.5 million benefit for the reduction in our federal tax rate.

In 2016, our selling and administrative expenses include $27.8 million of costs associated with the termination of our pension plans, which was completed near the end of fiscal 2016, partially offset by a $3.8 million gain on the sale of a company-owned property in California.

Operating Strategy


In 2019, the Company completed a comprehensive review of its operating strategy. The outcome of the review was a multi-year plan for a strategic transformation, which we refer to as “Operation North Star.” While the core objectives of Operation North Star have remained the same, Operation North Star continues to evolve as our business progresses.

Operation North Star
Operation North Star has three primary objectives:
Drive profitable long-term growth;
Fund the journey; and
Create long-term shareholder value.

Drive profitable long-term growth
The core principle“drive profitable long-term growth” objective of Operation North Star is focused on growing our net sales, which includes:
Growing our store count by:
Adding at least 50 net new stores in 2022;
Accelerating annual net new store growth beyond 2022 to 80 or more per year; and
Reducing store closures through our store intervention program for underperforming stores.
Increasing our sales productivity by:
Optimizing our assortments through category discipline and space planning;
Introducing a new Furniture associate program, which we refer to as NextGen Furniture Sales, to accelerate Furniture net sales growth;
Growing Furniture net sales with modern Broyhill® brand assortments;
Winning with year-round Seasonal assortments;
Expanding our rapidly-growing apparel offering;
Growing our own brands, especially our Broyhill® and Real Living® brands; and
Driving our merchandising innovation pipeline by responsibly investing in store presentation initiatives, including “The Lot,” the “Queue Line,” and Project Refresh (described below).
Accelerating our e-commerce sales by:
Removing friction points to provide an easier shopping experience;
Increasing website personalization with product recommendations;
Accelerating supplier direct fulfillment and extending our assortment;
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Growing site traffic through targeted marketing and brand growth; and
Improving shipping options to include nationwide same-day and two-day delivery options.

Activating our brand and growing our customer base by:
Creating a community of bargain hunters and treasure seekers;
Driving incremental visits from new and existing customers;
Increasing brand awareness, brand consideration, and customers; and
Driving personalized marketing based on our customer data platform.
Fund the journey
The “fund the journey” objective of Operation North Star is focused on reducing costs so we can invest these savings generated by the cost reduction initiatives in the growth areas of our operating strategy has beenbusiness. Our initiatives include:
Expanding our gross margin rate;
Increasing store efficiency and productivity;
Increasing organizational efficiency;
Encouraging a culture of frugality; and
Continuously analyzing our purchasing habits and vendor agreements to consistently re-evaluateensure we are maximizing our buying power and making cost-effective decisions.

Create long-term shareholder value
The “create long-term shareholder value” objective represents the regularly shifting needs and wantsculmination of our core customer, Jennifer,“drive profitable long-term growth” and “fund the journey” objectives. If we effectively execute the first two objectives of Operation North Star, we believe that we will deliver value to ensure thatour shareholders through earnings growth over time. We continue to optimize our capital allocation to support Operation North Star initiatives while returning capital to our shareholders though share repurchases and dividends, when appropriate.

Enablers
In recognition of the importance of having the appropriate technology and processes in place to achieve our “drive profitable long-term growth” and “fund the journey” objectives, we have established several enabler work streams with the following objectives:
Improve our customer value proposition stays currentexperience;
Improve and relevantscale our supply chain capabilities;
Upgrade and enhance our data and technology foundation; and
Elevate our talent acquisition and performance management.

Operation North Star Progress
In 2021, we successfully completed the following under our Operation North Star strategy:
Grew our Broyhill® brand offerings to her. This core principle appliesaccount for over $700 million of net sales in 2021;
Increased our net store count by 23 stores, which is our third consecutive year of net store growth;
Expanded our presentation initiatives, The Lot and Queue Line, to nearly all aspectsstores in our chain;
Implemented a space planning tool, which improved our merchandising analytics and insights;
Launched Project Refresh, a multi-year store investment to update the shopping experience and appearance of our business, but particularly focusesolder stores in a cost efficient manner, with approximately 50 stores completed in 2021;
Opened two small-format forward distribution centers to expand our supply chain capabilities;
Launched a new transportation management system for outbound shipments;
Achieved an 82% favorable associate engagement rate, which exceeds our retail industry benchmark;
Expanded our accepted payment methods to include Apple Pay, Google Pay, PayPal, and Pay in 4;
Expanded our e-commerce distribution network by implementing ship-from-store capabilities in 18 additional stores;
Invested in e-commerce analytics tools, which improved our testing capabilities and customer insights; and
Returned approximately $460 million to shareholders in the form of share repurchases and dividends.

Next Steps
In 2022, we plan to implement the following initiatives to achieve our Operation North Star goals:
Grow our store count by at least 50 net new stores;
Execute Project Refresh remodels in approximately 200 additional stores;
Implement our NextGen Furniture Sales model in approximately 500 additional stores, which is intended to enhance staffing and incentive compensation to grow Furniture sales;
Implement a new “Lots under $5” presentation initiative, which will provide incremental assortment at a highly-attractive price point;
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Expand shrink reduction programs, including cart locking systems and apparel tagging;
Open two additional forward distribution centers and assess the need for additional forward distribution centers;
Launch a multi-year project to overhaul our order management system to enable future growth opportunities;
Implement buy online, ship to store capabilities; and
Enhance e-commerce supply chain with last mile carrier capabilities and an improved ship from store network.

Merchandising

We focus our merchandising strategy on merchandising, marketing, and our customers’ shopping experience, which we believe represent(1) the key driversbargain hunt, by seeking to deliver unmatched value in all of our net sales. As a result ofmerchandise categories; (2) the continual re-evaluation process of our strategy, we have shifted our focustreasure hunt, by seeking to what we call “ownable” or “winnable” merchandise categories, as we believe this is where Jennifer has given us the most latitude in providing her with merchandise that meets her needs and presents a surprise and delight factor in our stores. Our goal iscustomers with our unique product assortment; and (3) convenience, by seeking to offer Jennifer affordable solutions in every seasona reliable assortment of simple to shop essentials. In 2021, we introduced the concept of “Big Buys” to our merchandising strategy. Big Buys include closeouts and category. Through our “ownable” and “winnable” merchandise categories, we are committed to offering product assortments that score highly in quality, brand, fashion, and value (“QBFV”) at a price tag Jennifer will love. She expects us to employ a friendly, customer-first mentality, which includes delivering a product assortment that meets her everyday needs and delivers exciting surprises that we intend to drive discretionary purchases.

In 2019, we expect to continue to review our operating strategy, and anticipate:

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.

Additional discussion and analysis of our financial performance and the assumptions and expectations upon which we are basing our guidance for our future results is set forth below under the caption “2018 Compared To 2017.”

Merchandising

We intend to achieve our goal of exceeding Jennifer’s expectations by offering quality product assortments and friendly solutions that align with our understanding of both her needs and her wants. We are committed to providing Jennifer value priced products with high levels of QBFV. Our operating strategy evaluates our product mix by focusing on downsizing, or potentially eliminating, those departments within our merchandise categories andother one-time product offerings that fit into the bargain hunt facet of our merchandising strategy.

One of the focuses of Operation North Star is driving growth in our own brands, particularly the Broyhill® brand, an iconic brand that we believe Jennifer does not prioritize, does not believe we haveacquired in 2018. We launched the "right to play" in or where we believe we do not maintain a competitive advantage. Additionally, our operating strategy focuses on enhancing the assortmentBroyhill® brand of those product offerings and departments within our merchandise categories that Jennifer has communicated to us are important to her shopping experience, and that we believe provide usin late 2019 with a competitive advantage. We have narrowed our focus to internally define our merchandise categories as “ownable” or “winnable,” and we plan to deepen our commitment to expanding ourinitial product offerings in these areas. An “ownable” merchandise category is one where we believe Jennifer views us as a destination to shop for a tasteful assortment of products and affordable solutions. We believe that our value proposition and in-store execution differentiates us from the competition in our “ownable” categories. A “winnable” merchandise category is one where we believe the reliable value of our focused, trend-right assortment and/or closeout merchandise differentiates us from the competition when Jennifer shops for these key product offerings. We believe that our Furniture, Seasonal, Soft Home, Food, and ConsumablesHard Home merchandise categories are “ownable” or “winnable”categories. We expanded the Broyhill® line in 2021 to also include housewares and alignkitchen textiles. Available both in-store and online, we believe the Broyhill® assortment strengthens our businessHome assortment with howa high-quality product offering at a value-based price that customers find attractive. Our Broyhill®-related net sales exceeded $700 million in 2021 compared to over $400 million in 2020. In 2022, we intend to focus on improving the availability of Broyhill® merchandise, which was negatively impacted by global supply chain issues in 2021 that, in turn, negatively impacted the growth of our core customer shops our stores, while our HardBroyhill®-related net sales.

Home and Electronics, Toys, & Accessories merchandise categories provide convenient adjacencies to our “ownable” or “winnable” categories.


We definebelieve our merchandising strategies for Furniture, Seasonal, and Seasonal categories as “ownable”:Soft Home position us to surprise and delight our customers with our home product offerings:


Our Furniture category primarily focuses on being a destination for 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, our delivery options, and everyday value offerings. A significant majority of our offerings in this category consistsconsist of replenishable products sourced either from recognized brand-name manufacturers or sold under our own brands.brands or sourced from recognized brand-name manufacturers. Within our own brands portfolio, the Broyhill® branded product offerings feature elevated quality and value, which continues to attract new furniture customers as well as provide existing customers with an incentive to step up to the higher-end offering. Our long-standing relationships with certain brand-name manufacturers, most notably in our mattresses and upholstery departments, allow us to work directly with themthe manufacturers to create product offerings specificallyexclusively 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 Jenniferour customer to take home hertheir purchase at the end of hertheir shopping experience, positively differentiates us from our competition. WeAs an omnichannel retailer, we also encourage Jenniferour customer to shop and buy usour products online anytime and anywhere, and we invite hercustomers into our stores to touch and feel the quality and comfort of our products. Additionally, customers can have furniture delivered to their door same-day through PICKUP®, our national delivery partner. We believe that offering a focused assortment, which is displayed in furniture vignettes, provides Jennifercustomers a solution for decorating hertheir home when combined with our home décor offerings. Supplementing our merchandising and presentation strategies, we provide multiple third-party financing options for our customers, including options for those 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” instrengthens our home offerings with our patio furniture, gazebos, and Christmas trim, and other holiday departments. We believe we have a competitive advantage in this category by creatingoffering trend-right products with a strong value proposition in our own brands. We believeOur stores focus on displaying assembled seasonal product to showcase our in-store shopping experience differentiates us from the competition. We have a large selection of samples assembledquality and displayed throughout the seasonal section of our store and have packaged the boxvalue, with boxed stock located nearby, so that it is very easy for Jenniferour customers 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 surprise and delight through a mix of departments and products that complement hermeet our customer’s outdoor experience and holiday decorating desires. We continue tocontinually work with our vendors to expand the product assortment in our assortmentSeasonal category to respond to Jennifer’sour customers’ evolving wants and needs.


We define our Soft Home, Food, and Consumables categories as “winnable”:

Our Soft Home category is consideredcomplements our Furniture and Seasonal categories in making our stores a “winnable” category, but has shown the potential to be an “ownable” category based on sales performance in areas such as bedding, bath,destination for a broader range of home fashion, and accents.needs. Over the past fewseveral 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. OurWe
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have also grown our assortments of closeouts in Soft Home to bring exceptional value and unique finds to our customers. We believe that we have a competitive advantage in Soft Home is centered around (1)as a result of our trend-right, focused assortment with improved quality and perceived value;value, and (2) our ability to furnish Jennifer’s homeour customers' homes with the décor that complimentscomplements 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. ThisWe believe that this approach helps Jenniferour customers envision how the product can work in her hometheir homes and enhances our brand image.


We believe the Food, Consumables, Hard Home, and Apparel, Electronics, & Other are categories where we offer convenience and exceptional value:

Our Food and Consumables categories focus primarily on catering to Jennifer’s dailyproviding everyday essentials by providing reliablewith a consistent and convenient assortment and exceptional value through Big Buys, closeouts, and consistency of productopening price point 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.the opportunity to consistently source and deliver Big Buys. To supplement our closeout business, we have focused on improving and expanding our brand name, “never out” product assortment to provideoffer more consistency in those convenience areas where Jennifer desiresour customers desire consistently available everyday 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,2020, we reallocated space from the Food category to the Consumables category through our customers have indicated they have a greater association of value in“Pantry Optimization” initiative, which right-sized our food assortment, including reducing our refrigerated foods, and allowed us to expand the “never out” Consumables assortment thanthat our customer considers an every day essential. In 2021, we focused on providing surprise and delight by expanding our holiday Food offerings, and Consumables assortments, as such,well as launching a one dollar opening price point program, which we are evaluating our mix and allocation between these merchandise categories.promoted as “Onederland.”



We consider our Hard Home and Electronics, Toys, & Accessories as convenience categories:

We believe that our Hard Home and Apparel, Electronics, Toys, & AccessoriesOther categories serve as convenient adjacencies to our “ownable” and “winnable”other merchandise categories. Over the past fewseveral years, with the exception of apparel, we have intentionally narrowed our assortments in these categories and re-allocated linear footagereallocated space from these categories to the “ownable” and “winnable”our home products categories. Our product assortments in theseThese categories focus on value, and savings in comparison to competitors, in areas such as food prep, table top, home maintenance, small appliances, and electronics. In 2021, following a successful test and expansion in 2020, we rolled out apparel to the full chain and tested a successful presentation concept at the front of the store. In 2022, we continue to test and learn in our apparel presentation with a focus on sourcing closeouts and delivering Big Buys.


Our merchandising management team is aligned with our merchandise categories, and their primary goal is to increase our total company comparable store sales (“comp” or “comps”)., which includes stores open at least fifteen months, plus our e-commerce operations. Our review of the performance of the members of our merchandise management team focuses on comps by merchandise category, as we believe it is the key metric that will drive our long-term net sales. By focusing on growingstrengthening our “ownable”home product offerings, and “winnable” merchandise categories, and managing contraction in our convenience categories, we believe our merchandise management team can effectively address the changing shopping behaviors of our customers and implement more focused offerings within each merchandise category, which we believe will lead to continuedlong-term comp growth.


Marketing


The top priority of our marketing activities is to increase our net salesSee the “Advertising and comps. Over the past few years, we have reviewed our brand identity to gain further insights into Jennifer’s perception of us and how best to improve the overall effectiveness of our marketing efforts. Our research has affirmed that Jennifer is deal-driven and comes to usMarketing” discussion in Item 1. Business for our value-priced merchandise assortment. She appreciates our ability to assist her in fashioning and furnishing her home so that she can enjoy the space with family and friends. We believe our strong price value perception and the surprise and delight factor in our stores enhances our ability to effectively connect with Jennifer in a way that lets her understand when shopping at Big Lots, she can afford to live Big, while saving Lots.

In an effort to align our messaging with the positive aspects of Jennifer’s perception of our brand, we have focused our marketing efforts on driving our value proposition in every season and category. We continue to increase our use of social and digital media outlets including conducting entire campaigns through these outlets (specifically on Facebook®, Instagram®, Pinterest®, Twitter®, and YouTube®) to drive an increased understanding of our value proposition with our core customer and to attempt to communicate that message to new potential customers. These outlets enable us to deliver our message directly to Jennifer and provide her with the opportunity to share direct feedback with us, which can enhance our understanding of what is most important to her and how we can improve the shopping experience in our stores.

Given our customer’s proficiency with mobile devices and digital media, we focus on communicating with her through those channels. We launched a new loyalty program, the BIG Rewards Program in November of 2017, to more effectively incentivize our loyal customers and encourage new membership by highlighting the significant features and benefits. Our new loyalty program rewards Jennifer with a coupon after every third purchase, a birthday surprise offer, and special rewards after large-ticket furniture purchases. We believe our BIG Rewards Program will help increase engagement with Jennifer and clearly communicate our offerings. At February 2, 2019, our BIG Rewards Program had over 17 million active members (defined as having made a purchase in the last 12 months) and we have a focused concerted efforts to grow the membership base in our Big Rewards Program in 2019.

In addition to electronic, social and digital media, our marketing communication efforts involve a mix of television advertising, printed ad circulars, and in-store signage. The primary goals of our television advertising are to promote our brand and, from time to time, promote products or special discounts in our stores. We have also shifted towards using more digital streaming media in concentrated markets of our stores, which allows us to connect deeper and more frequently with Jennifer. Our printed advertising circulars and our in-store signage initiatives focus on promoting our value propositiondiscussion on our unique merchandise offerings.Marketing strategy.


Shopping Experience


In 2017, we introduced a new in-storeOne of the core objectives of Operation North Star is to drive our merchandising innovation pipeline by responsibly investing in store presentation initiatives that create an easy shopping experience withfor our “Storecustomers.

We have implemented a presentation solution called “The Lot” in nearly all of the Future” concept, which more deeply incorporates our brand identity and seeks to enhance the way Jennifer shops our stores including:

Showcasing our “ownable” and “winnable” merchandise categories by moving our Furniture departmentover the past two years. We designed The Lot 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

with clear sight lines from the entrance of the store. We have also added color coordinated way-finding signage to help Jennifer navigate our stores.

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.

See “Real Estate” below for the projected roll-out schedule for the Store of the Future concept.

In addition to implementing our Store of the Future concept, we are also reviewing cross-category presentation opportunities through the lens of “life’s occasions,” where we display our product offerings in a solution format, with items from various departmentsmerchandise categories placed in vignettes to promote life’s occasions, such as fallFall tailgating. The intent of these cross-category presentations is to demonstrateLot offers a treasure hunt by surprising and delighting our customers with the breadth and value of products that we offer to Jennifer in one convenient experience. Our expectation is to re-introduce Jennifer to the “treasure”The continually rotating product assortment offered by The Lot provides us with a unique testing ground for new products at varying price points that we offer, while removinghave not historically offered.
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We have also implemented a streamlined checkout experience in nearly all of our stores called the challenges“Queue Line,” which features a reconfigured checkout design. The Queue Line both enhances the customer experience and builds a bigger basket as our customers walk by new and expanded convenience offerings as they check out. The Queue Line’s smaller overall footprint compared to our previous checkout configuration also creates additional selling space for our Furniture merchandise category.

In 2022, we will introduce a supplement to The Lot and Queue Line called “Lots Under $5,” which will sit in the front of our stores and is comprised of items priced less than $5 each that we expect will appeal to our bargain hunt and treasure hunt shoppers.

In 2021, we launched a multi-year project called Project Refresh, which is intended to make cosmetic improvements to older stores in our fleet and align branding across our stores. The investment for a Project Refresh remodel is expected to be less than $150,000 per store and includes updated exterior signage, vestibules, flooring, bathrooms, interior wall graphics, and paint. We completed approximately 50 Project Refresh remodels in 2021 in a successful test and we expect to remodel an additional 200 stores under Project Refresh in 2022. We expect to complete Project Refresh remodels in approximately 800 of our stores over the “hunt” fromnext several years, including the experience.50 completed in 2021 and the 200 planned in 2022.


In addition to our efforts to improve theour in-store shopping experience, we continue to focusOperation North Star focuses on improving our e-commerce platform. Our integratedshopping experience and growing e-commerce net sales by removing barriers, creating a fun and easy experience, and expanding the items available for purchase online. Over the last few years, we have increased our “extended aisle” assortments on our e-commerce platform, has offered a narrowed assortment of our in-store offerings. In 2017, we began offering expandedwhich offer additional fabric and color options on select products on our e-commerce platform in our Furniture and Seasonal categories, including items only available online. In 2019, we intendlaunched our buy online, pick up in store (“BOPIS”) program nationwide, which has nearly doubled our merchandise offerings available online. Following the launch of our BOPIS program, we launched curbside pickup to integratesupplement our in-store experienceBOPIS service, reduced shipping times by expanding our distribution network to include ship-from-store capabilities at 65 stores around the country, and introduced same-day delivery of all items available in our stores through our partnerships with Instacart® and PICKUP®. In 2021, we launched new payment types on our website including Apple Pay, Google Pay, PayPal, and “Pay in 4”. In 2022, we plan to further enhance our e-commerce platformshopping experience by launchingremoving friction at checkout, enhancing personalization with product recommendations, expanding our “buy on-line, pick-up in store” solution. Jennifer will be ableonline product assortment, accelerating our use of supplier direct fulfillment, and implementing buy online, ship to identify and purchase products on-line for easy pick-up in one of our stores. Additionally, we expect to expand our on-line assortment to offer a broader assortment of goods for a more complete shopping experience.store fulfillment capabilities.


Lastly, we continue to offer a private label credit card and our Easy Leasing lease-to-own solutions for customer financing, as well as protection plans on merchandise across stores and a coverage/warranty program, focused on our Furniture and Seasonal merchandise categories, to round out Jennifer’s experience.online. Our private label credit card provides access to revolving credit, through a third party, for use on both larger ticket items and daily purchases. Our Easy Leasing lease-to-own program provides a single use opportunity for access to third-party financing. Our coverage/warrantyprotection plan program provides a method for obtaining multi-year warranty coverage for furniture, seasonal, mattresses, small appliances, large area rugs, and our living purchases.electronics purchased in-store or online.


Real Estate


Historically,Real estate development is a critical component of our Operation North Star strategy, which includes our objective of growing our store count. The following table compares the number of our stores in operation at the end of each of the last five fiscal years, and the associated square footage:

(In thousands, except store counts and average store size)20212020201920182017
Stores open at end of the fiscal year1,431 1,408 1,404 1,401 1,416 
Total gross square footage47,120 46,008 45,453 44,500 44,638 
Total selling square footage32,736 32,016 31,705 31,217 31,399 
Average store size - selling square feet22,876 22,739 22,582 22,282 22,174 

In 2021, we grew our net store count by 23 stores, which marks our third consecutive year of net store growth. Additionally, the average size of stores that we have determined thatopened or relocated over the past several years exceeds our existing average. As a result, our overall average store size of approximately 22,000 selling square feet is appropriate for usfootage has increased. In 2022, we expect to provideopen at least 50 net new stores. Looking beyond 2022, we anticipate accelerating our core customernet new store growth to 80 or more stores per year. Our real estate team has identified more than 500 location opportunities in markets across the U.S. where we believe we can successfully open stores. Over the next several years, we plan to actively pursue those locations with the goal of significantly increasing our net sales and operating profit. Our new store selection process includes a positive shopping experience and properly presentthorough review of proforma estimated results prior to entering a representative assortment
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lease to help ensure the changing retail landscape and needs of our core customers and testing certain design and layout revisions, we rolled-out our Store of the Future layout to two geographic test markets in 2017. In 2018, we began the chain-wide conversion to our Store of the Future layout and converted 164 stores through either remodels or new openings. Currently, we intend to convert the majority of the remaindereconomic quality of our store fleet over approximately the next three years. Asopenings, as well as a post-opening review that we increaseuse to improve our capital investment inproforma development.

Part of our stores,plan to grow net store count includes reducing our store closures. To reduce store closures, we have collaboratedorganized and implemented a store intervention program over the last two years that assesses underperforming stores. The store intervention program reviews various store performance metrics to identify underperforming stores for review, develops action plans for improvement, and then works with ourvarious business leaders and teams to implement the action plans. Action plans most often include changes in merchandising, marketing, staffing, and training, but can also include working with landlords and/or local officials to negotiate longer lease terms and renewal options.renegotiate rents or improve conditions surrounding the store, such as ingress/egress issues that have materialized since the store opened.


As discussed in “ItemItem 2. Properties,” of this Form 10-K, we have 224184 store leases that will expire in 2019. During 2019, we anticipate opening approximately 50 new stores and closing up to 45 of our existing locations.2022. The majority of theseour 2022 closings will involve theresult from relocation of stores to improved locations within the same local market, with the balance of closings resulting from a lack of renewal options or from our belief that a location’s sales and operating profit volume are not strong enough to warrant additional investment in the location. As part of our evaluation of potential store closings, we consider our ability to transfer sales from a closing store to other nearby locations and generate a better overall financial result for the geographic market. For our remaining store locations with fiscal 2019 lease expirations, we expect to exercise our renewal option or negotiate lease renewal terms sufficient to allow us to continue operations and achieve an acceptable return on our investment.

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20182021 COMPARED TO 20172020


Net Sales
Net sales by merchandise category (in dollars and as a percentage of total net sales), net sales change (in dollars and percentage), and comps in 20182021 compared to 20172020 were as follows:
(In thousands)2018 2017 Change Comps(In thousands)20212020ChangeComps
Furniture$1,289,133
24.6% $1,236,737
23.5% $52,396
4.2 % 5.4 %Furniture$1,684,393 27.4 %$1,736,932 28.0 %$(52,539)(3.0)%(5.2)%
SeasonalSeasonal954,165 15.5 815,378 13.2 138,787 17.0 15.3 
Soft Home826,313
15.8
 789,596
15.0
 36,717
4.7
 6.6
Soft Home822,559 13.4 887,743 14.3 (65,184)(7.3)(9.0)
FoodFood746,415 12.1 823,420 13.3 (77,005)(9.4)(10.7)
Hard HomeHard Home675,041 11.0 700,186 11.3 (25,145)(3.6)(4.9)
Consumables799,038
15.3
 822,533
15.6
 (23,495)(2.9) (0.4)Consumables665,732 10.8 737,630 11.9 (71,898)(9.7)(10.8)
Food782,988
14.9
 818,387
15.5
 (35,399)(4.3) (2.0)
Seasonal765,619
14.6
 765,674
14.5
 (55)
 1.1
Hard Home407,596
7.8
 428,788
8.2
 (21,192)(4.9) (3.0)
Electronics, Toys, & Accessories367,418
7.0
 402,647
7.7
 (35,229)(8.7) (7.4)
Apparel, Electronics, & OtherApparel, Electronics, & Other602,298 9.8 497,897 8.0 104,401 21.0 19.0 
Net sales$5,238,105
100.0% $5,264,362
100.0% $(26,257)(0.5)% 1.2 % Net sales$6,150,603 100.0 %$6,199,186 100.0 %$(48,583)(0.8)%(2.5)%
 
We periodically assess and make minor adjustments to our product hierarchy, which can impact the roll-up toof our merchandise categories. OurIn 2021, we realigned our merchandise categories and renamed our Electronics, Toys, & Accessories merchandise category as Apparel, Electronics, & Other. See the reclassifications discussion in Note 1 to the accompanying consolidated financial reporting process utilizes the most current product hierarchy in reportingstatements for additional information. In order to provide comparative results, we have reclassified our net sales byinto the revised merchandise category alignment for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.


Net sales decreased $26.3$48.6 million, or 0.5%0.8%, to $5,238.1$6,150.6 million in 2018,2021, compared to $5,264.4$6,199.2 million in 2017.2020. The decrease in net sales was principally due to fiscal 2017 consistingprimarily driven by an overall comp decrease of 53 weeks and fiscal 2018 consisting of 52 weeks,2.5%, which decreased net sales by $69.1$152.2 million. The fiscal week differenceThis decrease was partially offset by a 1.2%$103.6 million increase in comps, whichnet sales from our non-comparable stores, driven by the net increase of 23 stores in 2021 and increased net sales in our new and relocated stores compared to our closed stores. Our comps and net sales decreased in 2021 in comparison to 2020 primarily due to a decreased impact of nesting trends and government stimulus funds on consumer behavior, and the negative impact of global and domestic supply chain constraints in 2021.

Net sales and comps in all of our merchandise categories were negatively impacted by $62.3 million. Theglobal and domestic supply chain issues in 2021. These supply chain challenges impacted both imported products and domestically-sourced products, as our domestic vendors have faced similar supply chain challenges in sourcing raw materials. Domestically, our supply chain has also been impacted by labor challenges in certain of our distribution centers, with the majority of the impact in the northeast U.S. In response to labor challenges in our distribution centers, we increased wages and implemented attendance and retention programs to improve overall productivity. In the third quarter of 2021, we opened two small-format forward distribution centers (“FDCs”), which are designed to process bulky and full-pallet shipments, which have begun to relieve pressure from our regional distribution centers most impacted by labor challenges.

Our Seasonal category experienced increased comps and net sales in 2021 due to an increase in demand for our Seasonal category which we believe was initially driven by government stimulus and unemployment funds in the first quarter of 2021, together with the continuation of similar nesting trends to those we experienced in 2020 as a result of customers investing more time and discretionary funds in their home. Nesting trends in 2021 were skewed toward patio furniture, outdoor products, and seasonal decor, which drove increased net sales and comps in the lawn & garden and summer departments of our Seasonal merchandise category. Nesting trends abated in the second quarter of 2021 as COVID-19 vaccines became widely available and more consumers began traveling or spending more time outside their home compared to 2020. Despite the decrease in net sales was also affected byoverall nesting behaviors, our Seasonal category continued to benefit from high demand in the net decreasethird quarter of 15 stores since2021 for outdoor furniture and seasonal decor late into the end of 2017,summer season and fall, which decreased net sales by approximately $19.5 million.

Our “ownable” Furniture andwe were able to meet with higher inventory levels compared to 2020. The positive Seasonal merchandise categories and our “winnable” Soft Home merchandise category generated positive comps:
Soft Hometrends continued into the fourth quarter as we experienced increasesan increase in net sales and comps in our Christmas department, which werewas primarily driven by continued improvementincreased inventory levels in our Christmas products in 2021 compared to 2020. During the early phases of the COVID-19 pandemic in 2020, we intentionally reduced our Christmas inventory purchases due to demand uncertainty, which led to lower Christmas inventory levels in the fourth quarter of 2020. Despite the increased performance of our Seasonal category in 2021 compared to 2020, the Seasonal category was challenged by global and domestic supply chain issues throughout 2021 (discussed above), which resulted in delayed receipts of seasonally-sensitive merchandise.

Our Apparel, Electronics, & Other category also experienced increased comps and net sales in 2021 driven by our strategic initiatives, particularly The Lot and Queue Line, the product assortments of which fall into the Apparel, Electronics, & Other
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category. We believe our product assortment quality,in the Apparel, Electronics, & Other category is aligned with customer demand and perceived value by our customers, particularly in our flooring, home decor, and bath departments, as well as increased selling space.
that this category is a significant growth opportunity for us.
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.

The positive comps in ourOur Furniture, Soft Home, Furniture, and Seasonal merchandise categories were partially offset by negative comps in our Consumables, Food, Hard Home and Electronics, Toys, & Accessories merchandise categories:
Consumablescategories 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 competitionin 2021 compared to 2020. While these categories benefited 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 dogovernment stimulus funds released in the past.
The negative compsfirst quarter of 2021, decreased nesting trends and decreasedsupply chain impacts caused the decline in net sales in Hard Home and Electronics, Toys, & Accessories resulted from an intentionally narrowed merchandise assortment to support growth of “ownable” categories.

For 2019, we expect net sales to increase in the low single digits compared to 2018, which is based on an anticipated increase in comps in the low single digits. We expect comps abovebalance of 2021 compared to 2020. In the company average insecond half of 2021, our Furniture, Soft Home, and SeasonalHard Home categories drivenwere significantly impacted by continued focusout-of-stocks and low inventory levels in certain historically popular items due to global and domestic supply chain constraints. In particular, temporary factory shutdowns were a significant contributor to out-of-stocks that drove the decrease in our Furniture net sales and comps in 2021 compared to 2020. While our customers continue to respond well to our Broyhill® branded products and we grew our net sales and comps in the Broyhill® brand, these higher-price point items were impacted by supply chain challenges and low inventory levels.

Our Food and Consumables categories experienced decreases in net sales and comps in 2021 compared to 2020, due to a decrease in demand for essential products (which we define as food, consumables, health products, and pet supplies) and lower availability of name-brand product and closeout merchandise. Demand for essential products surged in the first quarter of 2020 as customers stocked up on these “ownable”products at the onset of the COVID-19 pandemic. Our customers did not stock up on these products to the same extent in 2021. Due to the aforementioned supply chain challenges, the availability of name-brand merchandise that drives our Food and “winnable” categories. We anticipate Consumables should see net sales trend improvement during the year due to higher focus and presentation in our stores. We are planning comps below the company average in our Hard Homewas limited and Electronics, Toys, & Accessories categories, due to the convenience nature and narrowed product assortments, andthere were fewer closeout opportunities. In addition, we reallocated linear square footage from our Food category to our Consumables category in the third quarter of 2020 as we furtherpart of our Pantry Optimization initiative. We continue to refine and adjust our product offeringFood and space allocation.Consumables assortments to provide convenience and consistency to our customers.



Gross Margin
Gross margin dollars decreased $20.5$100.4 million, or 1.0%4.0%, to $2,121.9$2,397.0 million in 2018,2021, compared to $2,142.4$2,497.4 million in 2017.2020. The decrease in gross margin dollars was primarily due to thea decrease in gross margin rate, which decreased gross margin dollars by $80.8 million, and a decrease in net sales, which decreased gross margin dollars by approximately $10.7 million, along with a lower gross margin rate, which decreased gross margin dollars by approximately $9.8$19.6 million. Gross margin as a percentage of net sales or gross margin rate, decreased 20approximately 130 basis points to 40.5%39.0% in 20182021 compared to 40.7%40.3% in 2017.2020. The gross margin rate decrease was the result ofprimarily due to higher inbound freight costs, a higher overall markdownshrink rate, and a lower initial markup compared to 2020. The decrease was partially offset by alower markdowns. Freight costs increased primarily due to higher initial mark-up, driven by favorable productocean carriage rates, domestic transportation rates, and fuel costs, and detention and demurrage charges resulting from delayed receipt of inventory related to supply chain constraints. The shrink rate increased as a result of an increase in theft in our stores and the decreased sales compared to 2020. The lower shrink rate. Our higher markdown rateinitial markup compared to 2020 was due primarily to the aforementioned increase in freight costs. The lower markdowns was driven by slower early season selling of our summer, lawn & garden, and Christmas trim departments that required increased end of season promotions.

For 2019, we expect our gross margin rate to be up slightlyless promotional activity in 2021 compared to 2018, which is driven by continued sales growth in our higher margin “ownable” and “winnable” categories, an improved initial mark-up, and a lower shrink rate.2020.


Selling and Administrative Expenses
Selling and administrative expenses were $1,778.4$2,014.7 million in 2018,2021, compared to $1,724.0$1,965.6 million in 2017.2020. The increase of $54.4$49.1 million, or 3.2%2.5%, was primarily due to $7.0 million in costs associated with the retirement of our former chief executive officer, $3.5 million in charges associated with the settlement of our shareholder and derivative litigation matters that were initially filed in 2012, and increases in distribution and outbound transportation costs of $19.0$59.4 million, store-relatedshare-based compensation expense of $13.4 million, store occupancy costs of $11.7$9.4 million, store-related payrolland health benefit costs of $9.8$9.3 million, $4.6 million in non-payroll costs associated with our Storeas well as store asset impairment charges of the Future project, and corporate headquarters occupancy expense of $4.6$5.0 million, partially offset by decreases in bonus expense of $26.2 million, store-related payroll of $13.7 million, and advertising expense of $5.1 million, as well as the absence of $4.0 million of sale and leaseback related expenses and $3.7 million of proxy contest-related costs. The increase in distribution and transportation costs was driven by higher transportation costs, higher labor costs in our regional distribution centers, higher inbound and outbound volume as we worked to increase our inventory levels from the end of 2020 to the end of 2021, rent on our leased distribution centers, four of which were sold and leased back in the second quarter of 2020, the addition of two FDCs, and the addition of “pop-up” bypass distribution centers in the fourth quarter of 2021, partially offset by the absence of a $2 per hour wage increase that was implemented for most of our non-exempt workforce beginning in March 2020 through June 2020 in the early stages of the COVID-19 pandemic. The increase in share-based compensation expense was primarily due to a higher grant date fair value on the 2019 performance share units for which the grant date was established in 2021 compared to the 2018 performance share units for which the grant date was established in 2020 and performance share units granted in 2020. Our store occupancy costs increased primarily due to an increased store count in 2021, new stores opened in the last twelve months, which have higher rents than the stores closed, and normal rent increases resulting from lease renewals. Health benefit expense increased driven by an increase in health benefit claims in 2021 compared to the 2020, as many medical providers postponed elective care procedures in 2020 during the height of the COVID-19 pandemic. The store asset impairment charges are comprised of operating lease right-of-use asset and property and equipment impairments for eight underperforming stores as a result of our store impairment review. The decrease in accrued bonus expense was driven by decreased performance in 2021 relative to our bonus targets as compared to our performance in 2020 relative to our bonus targets, as well as the absence of $10.9 million. Our former chief executive officer separated from servicea one-time discretionary bonus granted in the second quarter of 2020 to recognize our non-exempt associates in our stores and retireddistribution
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Table of Contents
centers during the COVID-19 pandemic. The decrease in store-related payroll was primarily due to the absence of the aforementioned $2 per hour wage increase. Advertising expense decreased due to decreased investments in video media as we have taken a more targeted approach to our advertising spend. The sale and leaseback transaction-related expenses, which included consulting costs, were incurred in completing the sale and leaseback of our distribution centers in the second quarter of 2020. The proxy contest-related costs were comprised of legal, public relations, and advisory fees, and settlement costs incurred to resolve a proxy contest in the first quarter of 2018, entitling him to certain separation benefits. The rise in distribution and outbound transportation costs was a result of higher carrier rates, an increase in fuel prices, and investment in our distribution center associate wage rates in 2018 compared to 2017. The increase in store occupancy costs was due to normal renewals of our leased properties, growth in the average store size for our new stores, and pre-opening rents associated with leases we purchased from a bankrupt retailer. Store-related payroll increased mainly due to our investment in the average wage rate, along with additional payroll costs associated with our Store of the Future remodel activity in certain markets, partially offset by a net decrease of 15 stores since the end of 2017. The non-payroll Store of the Future project costs include incurred costs related to supplies, in-store displays, and travel to support the completion of each location, which are not included in the capitalized construction costs. Our corporate headquarters occupancy expense increase was driven principally by the commencement of the lease for our new headquarters, compared to 2017 when we operated in an owned facility. Accrued bonus expense decreased due to lower performance in 2018 relative to our annual operating plan as compared to 2017 performance related to our annual operating plan.2020.


As a percentage of net sales, selling and administrative expenses increased by 130110 basis points to 34.0%32.8% in 20182021 compared to 32.7%31.7% in 2017. Our future selling and administrative expense as a percentage of net sales depends on many factors, including our level of net sales, our ability to implement additional efficiencies, principally in our store and distribution center operations, and fluctuating commodity prices, such as diesel fuel, which directly affects our outbound transportation cost.2020.

For 2019, selling and administrative expenses as a percentage of net sales are expected to increase from 2018. Specifically, we anticipate selling and administrative expenses as a percentage of net sales will increase due to further investment in our store associate-related costs, including wages, an increase in costs to support our increased investments in our Store of the Future initiative, transition costs associated with moving our California distribution center, an increase in incentive compensation costs due to the absence of corporate bonuses in 2018, and, lastly, increased occupancy costs, including the impacts of the new lease accounting standard. We expect to implement certain cost reduction initiatives in 2019, and beyond, to partially offset the previously noted expense drivers.


Depreciation Expense
Depreciation expense increased $7.9$4.3 million to $125.0$142.6 million in 20182021 compared to $117.1$138.3 million in 2017.2020. The increase was primarily driven by our investmentinvestments in our Storestrategic initiatives, new stores, and supply chain improvements, partially offset by a decrease resulting from the sale of four distribution centers in the Future remodels. second quarter of 2020.

Depreciation expense as a percentage of net sales increased by 2010 basis points compared to 2017.2020.



Gain on Sale of Distribution Centers
For 2019, we expect capital expenditures to be approximately $260Gain on sale of distribution centers decreased $463.1 million to $270 million, which is an increase compared to 2018 when capital expenditures were approximately $232 million.$0 in 2021. The expected increase in capital expenditures is driven by our continued investments in strategic initiatives to support future growth including a larger investment in the Storegain on sale of the Future project as more stores will be remodeled in 2019 than in 2018, and our final significant investment in equipment for our new distribution center in California. Our 2019 expectations also include maintenance capital for our stores, distribution centers in 2020 was attributable to the sale and corporate offices,leaseback of our distribution centers in Durant, OK; Tremont, PA; Montgomery, AL; and investments inColumbus, OH during the construction costs associated with opening 50 new stores. Based on our levelsecond quarter of investment in 2018 and our anticipated level of capital expenditures in 2019, we expect 2019 depreciation expense to be approximately $155 million, compared to $125 million in 2018.2020.


Operating Profit
Operating profit was $218.5$239.8 million in 20182021 compared to $301.4$856.5 million in 2017.2020. The decrease in operating profit was primarily driven by the items discussed in the “Net Sales,” “Gross Margin,” “Selling and Administrative Expenses,” “Depreciation Expense,” and “Depreciation Expense”“Gain on Sale of Distribution Centers” sections above. In summary, the decrease in operating profit was driven by decreasesthe absence of a gain on the sale of distribution centers, a decrease in net sales and gross margin rate, coupled withand increases in selling and administrative expenses and depreciation expense. Additionally, operating profit was negatively impacted by the absence of the 53rd week in 2018.


Interest Expense
Interest expense increased $3.6decreased $1.7 million, to $10.3$9.3 million in 20182021 compared to $6.7$11.0 million in 2017.2020. The increasedecrease in interest expense was primarily driven by an increase in our average interest rate on our revolving debt andlower total average borrowings. The average interest rate on our revolving debt was impacted by increases inborrowings (including finance leases and the LIBOR rate, as our 2011 Credit Agreementsale and 2018 Credit Agreement are both variable based on LIBOR.leaseback financing liability). We had total average borrowings (including capital leases) of $320.1$148.5 million in 20182021 compared to total average borrowings of $241.5$257.6 million in 2017.2020. The increasedecrease in ourtotal average borrowings (including capital leases) was driven by an increaseour repayment of $83.4all outstanding debt under our revolving credit facility following the sale and leaseback transactions completed in the second quarter of 2020, and our prepayment of our $70 million term note agreement (the “2019 Term Note”) in the second quarter of 2021, partially offset by the establishment of the financing liability in connection with the sale and leaseback transactions in the second quarter of 2020. In 2021, we experienced a higher average interest rate due to our average revolving debt balance in 2018 as compared to 2017. The increase in our average revolving debt balance was driven by lower than expected cash flows from operating activities, principally resulting from lower than anticipated net sales in 2018the higher rate on the sale and an increase in purchases of inventory in late 2018 in order to mitigate potential tariff cost impacts, and increased investments in capital expenditures.leaseback financing liability.


Other Income (Expense)
Other income (expense) was $(0.6)$1.3 million in 2018,2021, compared to $0.7$(0.9) million in 2017.2020. The change from 2017 to 2018 was related toprimarily driven by gains on our diesel fuel hedging contracts, drivenderivatives in 2021 compared to losses on diesel fuel derivatives in 2020. The gains on diesel fuel derivatives in 2021 were partially offset by a change$0.5 million loss on debt extinguishment recognized in pricing trends for diesel fuel formed contracts.2021 related to the prepayment of the 2019 Term Note.


Income Taxes
Our effective income tax rate in 20182021 and 20172020 was 24.4%23.3% and 35.7%25.5%, respectively. The net decrease in our effective rate was principally driven by the following:
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.

Lastly, the effective income tax rate decrease was partially offset by a shift from generating net excess tax benefits associated withprimarily attributable to the settlement of share-based payment awards in 2017 to experiencing net tax deficiencies associated with share-based payment awards in 2018 and an increase in nondeductible expenses primarily associated with enacted law changes in the TCJA.



2017 COMPARED TO 2016

Net Sales
Net sales by merchandise category, in dollars and as a percentage of total net sales, net sales change in dollars and percentage, and comps from 2017 compared to 2016 were as follows:
(In thousands)2017 2016 Change Comps
Furniture$1,236,737
23.5% $1,195,365
23.0% $41,372
3.5 % 1.8 %
Consumables822,533
15.6
 817,747
15.7
 4,786
0.6
 (0.2)
Food818,387
15.5
 824,414
15.9
 (6,027)(0.7) (1.8)
Soft Home789,596
15.0
 750,814
14.5
 38,782
5.2
 4.2
Seasonal765,674
14.5
 738,756
14.2
 26,918
3.6
 3.6
Hard Home428,788
8.2
 437,575
8.4
 (8,787)(2.0) (2.5)
Electronics, Toys, & Accessories402,647
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 %

Net sales increased $70.4 million, or 1.4%, to $5,264.4 million in 2017, compared to $5,194.0 million in 2016. The increase in net sales was principally due to an extra week of sales, as 2017 had 53 weeks, which increased net sales by $69.1 million, coupled with a 0.4% increase in comps, which increased net sales by $18.9 million. The increases in net sales were partially offset by the net decrease of 16 stores since the end of 2016, which decreased net sales by $17.4 million.

Our Soft Home, Seasonal, and Furniture merchandise categories generated positive comps:
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.

The positive comps in our Seasonal, Soft Home, and Furniture merchandise categories were partially offset by negative comps in our Consumables, Food, Hard Home and Electronics, Toys, & Accessories merchandise categories:
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.

Gross Margin
Gross margin dollars increased $43.0 million, or 2.0%, to $2,142.4 million in 2017, compared to $2,099.4 million in 2016.  The increase in gross margin dollars was principally due to an increase in net sales, which increased gross margin dollars by approximately $28.5 million along with a higher gross margin rate, which increased gross margin dollars by approximately $14.5 million. Gross margin as a percentage of net sales increased 30 basis points to 40.7% in 2017 compared to 40.4% in 2016. The gross margin rate increase was the result of a higher initial mark-up, driven by favorable cumulative inbound freight costs and lower product costs, and a lower shrink rate, partially offset by a higher overall markdown rate.

Selling and Administrative Expenses
Selling and administrative expenses were $1,724.0 million in 2017, compared to $1,731.0 million in 2016.  The decrease of $7.0 million, or 0.4%, was primarily due to the absence of pension termination related expenses of $27.8 million, decreases in accrued bonus expense of $9.5 million, legal settlement costs of $7.7 million, share-based compensation expense of $5.2 million, self-insurance costs of $4.1 million, and utility expenses of $3.1 million, partially offset by increases in store operations payroll of $12.2 million, distribution and outbound transportation costs of $9.6 million, occupancy charges of $8.6 million, and corporate office payroll expenses of $6.3 million, the absence of a gain on the real estate sale of $3.8 million, and an increase in professional fees of $2.9 million. In 2016, the pension expense included all costs associated with the termination of our pension plan including settlement charges and professional fees. The decrease in accrued bonus expense was driven by our performance relative to our operating plan in 2017 as compared to our out-performance relative to our operating plan in 2016. During 2016, we incurred $4.8 million in charges related to State of California wage and hour claims brought against both our stores and our distribution center and an action related to our handling of hazardous materials and hazardous waste in California. Additionally, in the third quarter of 2017, we collected $3.0 million in recoveries from our insurance carriers related to the previously disclosed tabletop torches matter. The decrease in share-based compensation expense was primarily a result of fewer performance share units expensing in 2017 compared to 2016. The decrease in self-insurance costs was driven by a decreased occurrence of high cost claims within our health benefit program. The decrease in utility expenses was primarily driven by cost saving initiatives, such as our LED lighting replacement project. The increase in store operations payroll was driven by the addition of the 53rd week in fiscal 2017. The increase in distribution and outbound transportation costs was driven by higher fuel prices in 2017 compared to 2016, coupled with additional expenses as we continue to sell and ship larger sized items in our Furniture and Seasonal categories. The increase in occupancy charges was primarily driven by annual rent increases for the renewal of expiring leases, coupled with increases in real estate taxes. The increase in corporate office payroll expenses was primarily driven by annual merit increases and the addition of the 53rd week in fiscal 2017. In the fourth quarter of 2016, we recorded a gain on real estate resulting from the sale of an owned store location, while no similar transaction occurred in 2017. The increase in professional fees was driven by consulting fees for various corporate projects.

As a percentage of net sales, selling and administrative expenses decreased by 60 basis points to 32.7% in 2017 compared to 33.3% in 2016.

Depreciation Expense
Depreciation expense decreased $3.4 million to $117.1 million in 2017 compared to $120.5 million in 2016. The decrease was driven by a reduction in new store spending in 2016 and 2017 as compared to 2011 and 2012, as the initial store construction costs on those stores are completing the depreciation cycle. Depreciation expense as a percentage of net sales decreased by 10 basis points compared to 2016.

Operating Profit
Operating profit was $301.4 million in 2017 as compared to $248.0 million in 2016. The increase in operating profit was primarily driven by the items discussed in the “Net Sales,” “Gross Margin,” “Selling and Administrative Expenses,” and “Depreciation Expense” sections above. In summary, operating profit was driven by increases in sales and gross margin, coupled with decreases in selling and administrative expenses and depreciation expense. Additionally, our operating profit increased by approximately $7 million as a result of the addition of the 53rd week in fiscal 2017.

Interest Expense
Interest expense increased $1.6 million to $6.7 million in 2017 compared to $5.1 million in 2016.  The increase was primarily driven by an increase in our average interest rate on our revolving debt, as our revolving debt was impacted by increases in the LIBOR rate. Additionally, we maintained a slightly higher average borrowings under the 2011 Credit Agreement. We had total average borrowings (including capital leases) of $241.5 million in 2017 compared to total average borrowings of $240.7 million in 2016. The slight increase in our average borrowings (including capital leases) was driven by increases in our capital lease liabilities.

Other Income (Expense)
Other income (expense) was $0.7 million in 2017, compared to $1.4 million in 2016. The change from 2016 to 2017 was related to our diesel fuel hedging contracts, driven by a change in pricing trends for diesel fuel.


Income Taxes
The effective income tax rate in 2017 and 2016 was 35.7% and 37.4%, respectively. The decrease in our effective rate was principally driven by the following:
The net excess tax benefits associated with settlement of share-based payment awards dueduring 2021, partially offset by an increase in nondeductible executive compensation compared to 2020.

Known Trends and 2022 Guidance
We continue to face significant challenges as the global supply chain works to recover from the factory and port shutdowns in 2021 and as domestic labor shortages persist. We are facing a highly competitive domestic labor market, which we expect to result in increased payroll expenses for our stores and distribution centers in 2022. Additionally, in late 2021 and early 2022, the U.S. economy experienced its highest inflationary period in decades, which has adversely impacted costs in our business and adversely impacted the buying power of our customers. However, the U.S. has started to resume more normal day-to-day life as COVID-19 cases have subsided, which we expect will result in improved traffic in our stores. We have incorporated the expected impact of these trends into our guidance below.

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At March 3, 2022, excluding consideration of potential share repurchase activity, we expected the following in the first quarter of 2022 as compared to the adoptionfirst quarter of ASU 2016-09;2021:
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
AComparable sales decrease in the nondeductible expenses.low double digits;

Gross margin rate decrease of approximately 50 bps;
The rate decreases were offset by the estimated effects of the TCJA corporate income tax rate reduction on our net deferred tax assets resultingSelling and administrative expenses slightly above last year; and
Diluted earnings per share in the provisional recognitionrange of income tax expense.$1.10 to $1.20.


Capital Resources and Liquidity

On August 31, 2018,September 22, 2021, we entered into the 20182021 Credit Agreement, which provides for a $600 million five-year unsecured credit facility. The 2021 Credit Agreement expires on September 22, 2026. The 2021 Credit Agreement replaced the 2018 Credit Agreement, a $700 million five-year unsecured credit facility and replaces our prior credit facilitywhich we entered into in July 2011 and most recently amended in May 2015 (“2011 Credit Agreement”). The 2018 Credit Agreement expires on August 31, 2023.  Borrowings under2018 and was scheduled to expire on August 31, 2023, but was terminated concurrent with our entry into the 20182021 Credit Agreement are available for general corporate purposes and working capital.Agreement. The 20182021 Credit Agreement includes a $30$50 million swing loan sublimit, a $75 million letter of credit sublimit, a $75 million sublimit for loans to foreign borrowers, and a $200 million optional currency sublimit. The 2021 Credit Agreement also contains an environmental, social and governance (“ESG”) provision, which may provide favorable pricing and fee adjustments if we meet ESG performance criteria to be established by a future amendment to the 2021 Credit Agreement. Under the 2021 Credit Agreement, we have the option to establish incremental term loans and/or increases in the revolving credit limits in an aggregate amount of up to $300 million, subject to the lenders agreeing to increase their commitments. Additionally, the 2021 Credit Agreement includes two options to extend the maturity date of the 2021 Credit Agreement by one year each, subject to each lender agreeing to extend the maturity date of its respective loans. The interest rates, pricing and fees under the 20182021 Credit Agreement fluctuate based on our debt rating.rating or leverage ratio, whichever results in more favorable pricing to us. The 20182021 Credit Agreement allows us to select our interest rate for each borrowing from multiple interest rate options. The interest rate options are generally derived from the prime rate or LIBOR. We may prepay revolvingLIBOR for loans denominated in U.S. dollars or the Euro Short Term Rate (€STR) for loans denominated in Euros. The 2021 Credit Agreement updated the LIBOR fallback language to implement fallback provisions, pursuant to which the interest rate on the loans will transition to an alternative rate upon the occurrence of certain LIBOR cessation events. Loans made under the 20182021 Credit Agreement.Agreement may be prepaid without penalty. The 20182021 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios – a leverage ratio and a fixed charge coverage ratio. The covenants of the 2021 Credit Agreement do not restrict our ability to pay dividends. Additionally, we are subject to cross-default provisions associated with any default on indebtedness that is greater than $50 million, including with respect to our synthetic lease for our distribution center in Apple Valley, CA, which was also amended concurrent with our entry into the Synthetic Lease.2021 Credit Agreement to conform to the covenants of the 2021 Credit Agreement. A violation of any of the covenants could result in a default under the 20182021 Credit Agreement that would permit the lenders to restrict our ability to further access the 20182021 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 20182021 Credit Agreement. At February 2, 2019,January 29, 2022 we were in compliance with the covenants of the 20182021 Credit Agreement.

We use the 2018 Credit Agreement, as necessary, to provide funds for ongoing and seasonal working capital, capital expenditures, dividends, share repurchase programs, and other expenditures. In addition, At January 29, 2022, we use the 2018 Credit Agreement to provide letters of credit for various operating and regulatory requirements, and if needed, letters of credit required to cover our self-funded insurance programs. Given the seasonality of our business, the amounthad $3.5 million of borrowings outstanding under the 2018 Credit Agreement may fluctuate materially depending on various factors, including our operating financial performance, the time of year, and our need to increase merchandise inventory levels prior to the peak selling season. Generally, our working capital requirements peak late in our third fiscal quarter or early in our fourth fiscal quarter.  We have typically funded those requirements with borrowings under our credit facility. In 2018, our total indebtedness (outstanding borrowings and letters of credit) under the 2018 Credit Agreement peaked at approximately $536 million in November.  At February 2, 2019, we had $374.1 million in outstanding borrowings under the 20182021 Credit Agreement, and $320.9 million inthe borrowings available under the 20182021 Credit Agreement were $594.1 million, after taking into account the reduction in availability resulting from outstanding letters of credit totaling $5.0$2.4 million.  The increase

On August 7, 2019, we entered into the 2019 Term Note, a $70 million term note agreement, which was secured by the equipment at our Apple Valley, CA distribution center and carried a fixed interest rate of 3.3%. In light of our strong liquidity and market conditions at the time, we prepaid the remaining $44.3 million principal balance under the 2019 Term Note in our outstanding borrowings was driven by lower than expected cash flows from operating activities, principally resulting from lower than anticipated net salesthe second quarter of 2021. In connection with the prepayment, we incurred a $0.4 million prepayment fee and recognized a $0.5 million loss on debt extinguishment in 2018 and an increase in purchasesthe second quarter of inventory in late 2018 in order to mitigate potential tariff cost impacts. Working capital was $489.4 million at February 2, 2019.2021.


The primary source of our liquidity is cash flows from operations and as necessary, borrowings under the 2018 Credit Agreement.our credit facility, as necessary. Our net income and, consequently, our cash provided by operations are impacted by net sales volume, seasonal sales patterns, and operating profit margins. Our cash provided by operations typically peaks in the fourth quarter of each fiscal year due to net sales are typically highestgenerated during the nine-week Christmasholiday selling seasonseason. Generally, our working capital requirements peak late in our third fiscal quarter or early in our fourth fiscal quarter.  

Wheneverquarter as we build our liquidity position requires usinventory levels prior to the holiday selling season. We have historically funded those requirements with cash provided by operations and borrowings under our credit facility. We expect to periodically borrow funds under the 20182021 Credit Agreement we typically repay and/or borrow on a daily basis. The daily activity is a net result ofduring 2022 to fund our liquidity position, which is generally driven by the following components of our operations: (1) cash inflows such as cash or credit card receipts collected from stores for merchandise salesrequirements. Cash requirements include among other things, capital expenditures, working capital needs, interest payments, and other miscellaneous deposits;contractual commitments.

At January 29, 2022 our material cash requirements, which are comprised of written purchase orders, cancellable and (2) cash outflows such as check clearings, wire transfersnoncancellable contractual commitments, and other electronic transactionsobligations, were $1,683.7 million for the acquisitionupcoming fiscal year and $4,654.7 million in total. Excluding operating lease and finance lease obligations disclosed in the Note 5 to the accompanying consolidated financial statements, our material cash requirements at January 29, 2022 were $1,359.3 million for the upcoming fiscal year and $2,408.5 million in total. The material cash requirements disclosed above include merchandise purchase orders
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of capital expenditures,$769.0 million. The cancellable and payment of payrollnoncancellable contractual commitments include purchase commitments related to distribution and other operating expenses, incometransportation, information technology, advertising, energy procurement, and other taxes, employee benefits,store security, supply, and other miscellaneous disbursements.maintenance commitments. At January 29, 2022, our noncancellable commitments were immaterial.



On March 7, 2018,In August 2020, our Board of Directors authorized a share repurchase program providing for the repurchase of $100up to $500 million of our common shares (“20182020 Repurchase Program”Authorization”). The 2020 Repurchase Authorization was exhausted in the third quarter of 2021. During 2018,2021, we exhausted this program by purchasing approximately 2.4purchased 5.6 million of our outstanding common shares for $327.2 million under the 2020 Repurchase Authorization, at an average price of $42.11.$58.48.


On March 6, 2019,In December 2021, our Board of Directors authorized a share repurchase program providingthe 2021 Repurchase Authorization, which provides for the repurchase of $50$250 million of our common shares (the “2019 Repurchase Program”).shares. Pursuant to the 20192021 Repurchase Program,Authorization, we are authorized to repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The 2021 Repurchase Authorization has no scheduled termination date. During 2021, we purchased 2.1 million of our common shares for $90.6 million under the 2021 Repurchase Authorization, at an average price of $43.90.

Common shares acquired through the 2019 Repurchase Program will beshare repurchase authorizations are available to meet obligations under our equity compensation plans and for general corporate purposes. The 2019 Repurchase Program has no scheduled termination date and will be funded with cash and cash equivalents, cash generated from operations and by drawing on the 2018 Credit Agreement.


In 2018,2021, we declared and paid four quarterly cash dividends of $0.30 per common share for a total paid amount of approximately $50.6$41.7 million. While the per-share cash dividends declared and paid in 2021 were consistent with the per-share cash dividends declared and paid in 2020, dividends declared decreased $6.5 million and dividends paid decreased $5.3 million to $41.5 million and $41.7 million, respectively, in 2021. The decrease in both was driven by a lower number of common shares outstanding as a result of our share repurchases.


InOn March 2019,1, 2022, our Board declared a quarterly cash dividend of $0.30 per common share payable on April 5, 20191, 2022 to shareholders of record as of the close of business on March 22, 2019.18, 2022.


The following table compares the primary components of our cash flows from 20182021 to 2017:2020:
(In thousands)20212020Change
Net cash provided by operating activities$193,762 $399,349 $(205,587)
Net cash (used in) provided by investing activities(159,686)452,987 (612,673)
Net cash used in financing activities$(539,910)$(345,501)$(194,409)
(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


Cash provided by operating activities decreased by $16.3$205.6 million to $234.1$193.8 million in 20182021 compared to $250.4$399.3 million in 2017.2020. The decrease was primarily driven by our decisionthe combined increase in cash outflows from inventories and decrease in accounts payable, which were driven by increased inventory levels at the end of 2021 compared to accelerate our inventory purchases to mitigate tariff cost exposure which resulted in2020, an increase in cash outflow associated with inventoriesoutflows from current income taxes, driven by the payment of $82.7 million, as well as a decreasetaxes on the sale of our distribution centers since the end of 2020, and an increase in cash outflows from current liabilities, which was driven by bonus accruals and payment of FICA taxes that were deferred under the CARES Act of 2020. These decreases were partially offset by an increase in net income of $32.9 million and a decrease in deferred income taxes of $27.2 million. The decrease in conversion of our deferred tax asset to offset cash tax payments was a byproduct of our effort in 2017 to utilizeafter accounting for non-cash activities such as much of our deferred tax assets as possible prior to the federal income tax rate change associated with the TCJA,non-cash share-based compensation expense, non-cash lease expense, and the absenceadd-back for (loss) gain on disposition of the write-off of deferred tax assets associated with the change in federal tax rate. Partially offsetting this decrease was a change in our accounts payable, which increased our cashequipment and property.

Cash (used in) provided by operatinginvesting activities by $95.0 million.

Cashdecreased $612.7 million to cash used in investing activities increased by $220.0 million to $376.5of $159.7 million in 20182021 compared to $156.5cash provided by investing activities of $453.0 million in 2017.2020. The increasedecrease was driven by a $113.3 million increasethe decrease in assets acquired under synthetic leasecash proceeds from sale of property and equipment, due to $128.9 millionthe sale and leaseback transactions completed in 2018 compared to $15.6 million in 2017,the second quarter of 2020, as well as an increase of $89.7 million in capital expenditures to $232.4 million in 2018 from $142.7 million in 2017. The increase in assets acquired under synthetic lease was driven by a full year of construction on our new distribution center in Apple Valley, California in 2018 compared to two months of construction in 2017. The increase in capital expenditures was driven by our increased investment in our Store of the Future remodels and new store openings, and fixtures and equipment for our new California distribution center and new corporate office. Additionally, we acquired intangible assets associated with the Broyhill trademark during 2018 for $15.8 million.expenditures.


Cash provided byused in financing activities increased by $231.1$194.4 million to $137.3$539.9 million in 20182021 compared to $93.8$345.5 million in cash used in financing activities in 2017.2020. The increase was primarily driven by the repurchase of a $113.3total of $417.7 million of our common shares under share repurchase authorizations during 2021 compared to the repurchase of $172.8 million of our common shares under share repurchase authorizations during 2020. Additionally, the increase was driven by the absence of financing proceeds from sale and leaseback transactions completed in the proceeds from synthetic lease to $128.9 million in 2018 from $15.6 million in 2017, ansecond quarter of 2020. The increase was partially offset by a decrease in net repayments of long-term debt due to the repayment of all outstanding borrowings under our bank credit facility of $80.9 million to $174.3 millionthe 2018 Credit Agreement in 20182020 compared to $93.4 millionrepayment of all outstanding borrowings under the 2019 Term Note in 2017, and2021, which carried a $54.0 million decrease in payments for treasury shares acquired to $111.8 million in 2018 from $165.8 million in 2017. In addition, we received $9.9 million less in proceeds fromlower balance at the exercisetime of stock options in 2018repayment compared to 2017.the 2018 Credit Agreement at the time of repayment.


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Based on historical and expected financial results, we believe that we have or, if necessary, have the ability to obtain, adequate resources to fund our cash requirements, including ongoing and seasonal working capital requirements, proposed capital expenditures, new projects, and currently maturing obligations. On a consolidated basis, we expect cash provided by operating activities less capital expenditures to be approximately $95 to $105 million in 2019; and we intend to distribute approximately $100 million to shareholders through the 2019 Repurchase Program and quarterly dividend payments.



Contractual Obligations

The following table summarizes payments due under our contractual obligations at February 2, 2019:
 
Payments Due by Period (1)
  Less than  More than
(In thousands)Total1 year1 to 3 years3 to 5 years5 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.

Off-Balance Sheet Arrangements

Not applicable.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. The use of estimates, judgments, and assumptions creates a level of uncertainty with respect to reported or disclosed amounts in our consolidated financial statements or accompanying notes. On an ongoing basis, management evaluates its estimates, judgments, and assumptions, including those that management considers critical to the accurate presentation and disclosure of our consolidated financial statements and accompanying notes. Management bases its estimates, judgments, and assumptions on historical experience, current trends, and various other factors that management believes are reasonable under the circumstances. Because of the inherent uncertainty in using estimates, judgments, and assumptions, actual results may differ from these estimates.


Our significant accounting policies, including the recently adopted accounting standards and recent accounting standards - future adoptions, if any, are described in noteNote 1 to the accompanying consolidated financial statements. We believe the following estimates, assumptions, and judgments are the most critical to understanding and evaluating our reported financial results. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.


Merchandise Inventories
Merchandise inventories are valued at the lower of cost or market using the average cost retail inventory method. Market is determined based on the estimated net realizable value, which generally is the merchandise selling price at or near the end of the reporting period. The average cost retail inventory method requires management to make judgments and contains estimates, such as the amount and timing of markdowns to clear slow-moving inventory and the estimated allowance for shrinkage, which may impact the ending inventory valuation and current or future gross margin. These estimates are based on historical experience and current information.


When management determines the salability of merchandise inventories is diminished, markdowns for clearance activity and the related cost impact are recorded at the time the price change decision is made. Factors considered in the determination of markdowns include current and anticipated demand, customer preferences, the age of merchandise, and seasonal trends. Timing of holidays within fiscal periods, weather, and customer preferences could cause material changes in the amount and timing of markdowns from year to year.



The inventory allowance for shrinkage is recorded as a reduction to inventories, charged to cost of sales, and calculated as a percentage of sales for the period from the last physical inventory date to the end of the reporting period. Such estimates are based on both our current year and historical inventory results. Independent physical inventory counts are typically taken at each store once a year. During calendar 2019,2021, the majority of thesephysical counts will occuroccurred between January and June.June and we expect a similar cadence to physical counts during calendar 2022. As physical inventories are completed, actual results are recorded and new go-forward shrink accrualallowance for shrinkage rates are established based on historical results at the individual store level. Thus, the shrink accrualallowance for shrinkage rates will beis adjusted throughout the January to June inventory cycle based on actual results. The allowance for shrinkage at January 29, 2022 and January 30, 2021 was $53.7 million and $40.7 million, respectively. The increase of $13.0 million was driven by a higher estimated shrinkage rate for 2021 compared to 2020, partially offset by lower aggregate sales since the last physical inventory count for each store. At February 2, 2019,January 29, 2022, a 10% difference in our shrink reserveaccrual would have affected gross margin, operating profit and income before income taxes by approximately $3.0$5.4 million. While it is not possible to quantify the impact from each cause of shrinkage, we have asset protection programs and policies aimed at minimizing shrinkage.

Long-Lived Assets
Our long-lived assets primarily consist of property and equipment. We perform impairment reviews of our long-lived assets at the store level on an annual basis, or when other impairment indicators are present. Generally, all other property and equipment is reviewed for impairment at the enterprise level. When we perform our annual impairment reviews, we first determine which stores had impairment indicators present. We use actual historical cash flows to determine which stores had negative cash flows within the past two years. For each store with negative cash flows or other impairment indicators, we obtain undiscounted future cash flow estimates based on operating performance estimates specific to each store’s operations that are based on assumptions currently being used to develop our company level operating plans. If the net book value of a store’s long-lived assets is not recoverable through the expected undiscounted future cash flows of the store, we estimate the fair value of the store’s assets and recognize an impairment charge for the excess net book value of the store’s long-lived assets over their fair value. The fair value of store assets is estimated based on expected cash flows, including salvage value, which is based on information available in the marketplace for similar assets.

In 2018 or 2017, we did not identify any stores with impairment risk indicators as a result of our annual store impairment tests. As such, we did not recognize any store impairment charges in 2018 or 2017. In 2016, we identified one store with impairment indicators and recognized an impairment charge of $0.1 million.

If our future operating results decline significantly, we may be exposed to impairment losses that could be material (for additional discussion of this risk, see “Item 1A. Risk Factors - A significant decline in our operating profit and taxable income may impair our ability to realize the value of our long-lived assets and deferred tax assets.”).

In addition to our annual store impairment reviews, we evaluate our other long-lived assets at each reporting period to determine whether impairment indicators are present.

Share-Based Compensation
We currently grant non-vested restricted stock units and performance share units (“PSUs”) to our employees under shareholder approved incentive plans. Additionally, we have granted stock options and non-vested restricted stock awards in prior years. Share-based compensation expense was $26.3 million, $27.8 million, and $33.0 million in 2018, 2017, and 2016, respectively. Future share-based compensation expense for non-vested restricted stock units depends on the future number of awards granted, fair value of our common shares on the grant date, and the estimated vesting period. Future share-based compensation expense for PSUs is dependent upon the future number of awards issued, the estimated vesting period, the grant date of the award which may vary from the issuance date, financial results relative to the targets established for each fiscal year within the three-year performance period, and potentially other estimates, judgments and assumptions used in arriving at the fair value of PSUs. Future share-based compensation expense related to non-vested restricted stock units and PSUs may vary materially from the currently amortizing awards.

Compensation expense for non-vested restricted stock units is recorded over the contractual vesting period based on our expectation of achieving the performance criteria. We monitor the achievement of the performance criteria at each reporting period.


We issued PSUs to certain employees in 2016, 2017, and 2018. The PSUs issued in 2016, 2017, and 2018 were structured to reflect specific shareholder feedback and are based on a three-year financial performance period and are payable to associates at the end of the third year assuming certain financial performance metrics are achieved. Those financial metrics include earnings per share (“EPS”) and return on invested capital (“ROIC”). Financial performance targets (for both EPS and ROIC) are established by the Compensation Committee of our Board of Directors at the beginning of each fiscal year based on our approved operating plan. From an accounting perspective, a grant date will be deemed to be established when all financial targets are determined, which occurred in March 2018 for the PSUs issued in 2016, and is estimated to occur in March 2019 and March 2020 for the PSUs issued in 2017 and 2018, respectively. Compensation expense for the PSUs will be recorded (1) based on fair value of the award on the grant date and the estimated achievement of financial performance objectives, and (2) on a straight-line basis from the grant date, which may vary from the issuance date, through the end of the performance period. Accordingly, based on this accounting treatment, there was no expense recognized in fiscal 2016 or fiscal 2017 related to the PSUs issued in 2016. On March 6, 2018, the Compensation Committee established the 2018 performance targets, which established the grant date, and, therefore, the fair value of the PSUs issued in 2016. We monitored the estimated achievement of the financial performance objectives at each reporting period end and adjusted the estimated expense on a cumulative basis. In 2018, we recognized $14.9 million in share-based compensation expense related to the PSUs issued in 2016. In 2017, we recognized $15.4 million in share-based compensation expense related to the PSUs issued in 2015. In 2016, we recognized $17.5 million in share-based compensation expense related to the PSUs issued in 2014.

At February 2, 2019, PSUs issued and outstanding were as follows:
Issue YearOutstanding PSUs at
February 2, 2019
Actual Grant DateExpected Valuation (Grant) Date
2016282,083March 2018 
2017222,323
March 2019
2018239,925
March 2020
Total744,331  

Income Taxes
The determination of our income tax expense, refunds receivable, income taxes payable, deferred tax assets and liabilities and financial statement recognition, de-recognition and/or measurement of uncertain tax benefits (for positions taken or to be taken on income tax returns) requires significant judgment, the use of estimates, and the interpretation and application of complex accounting and multi-jurisdictional income tax laws.

The effective income tax rate in any period may be materially impacted by the overall level of income (loss) before income taxes, the jurisdictional mix and magnitude of income (loss), changes in the income tax laws (which may be retroactive to the beginning of the fiscal year), subsequent recognition, de-recognition and/or measurement of an uncertain tax benefit, changes in deferred tax asset valuation allowances and adjustments of a deferred tax asset or liability for enacted changes in tax laws or rates, such as the TCJA. Although we believe that our estimates are reasonable, actual results could differ from these estimates resulting in a final tax outcome that may be materially different from that which is reflected in our consolidated financial statements.

We evaluate our ability to recover our deferred tax assets within the jurisdiction from which they arise. We consider all available positive and negative evidence including recent financial results, projected future pretax income and tax planning strategies (when necessary). This evaluation requires us to make assumptions that require significant judgment about the forecasts of future pretax accounting income. The assumptions that we use in this evaluation are consistent with the assumptions and estimates used to develop our consolidated operating financial plans. If we determine that a portion of our deferred tax assets, which principally represent expected future deductions or benefits, are not likely to be realized, we recognize a valuation allowance for our estimate of these benefits which we believe are not likely recoverable. Additionally, changes in tax laws, apportionment of income for state and local tax purposes, and rates could also affect recorded deferred tax assets.

We evaluate the uncertainty of income tax positions taken or to be taken on income tax returns. When a tax position meets the more-likely-than-not threshold, we recognize economic benefits associated with the position on our consolidated financial statements. The more-likely-than-not recognition threshold is a positive assertion that an enterprise believes it is entitled to economic benefits associated with a tax position. When a tax position does not meet the more-likely-than-not threshold, or in the case of those positions that do meet the threshold but are measured at less than the full benefit taken on the return, we recognize tax liabilities (or de-recognize tax assets, as the case may be). A number of years may elapse before a particular matter, for which we have de-recognized a tax benefit, is audited and fully resolved or clarified. We adjust unrecognized tax

benefits and the income tax provision in the period in which an uncertain tax position is effectively or ultimately settled, the statute of limitations expires for the relevant taxing authority to examine the tax position, or as a result of the evaluation of new information that becomes available.


Insurance and Insurance-Related Reserves
We are self-insured for certain losses relating to property, general liability, workers’ compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is funded by employees. We purchase stop-loss coverage from third party insurance carriers to limit individual or aggregate loss exposures in these areas. Accrued insurance liabilities and related expenses are based on actual claims reported and estimates of claims incurred but not reported. The estimated loss accruals for claims incurred but not paid are determined by applying actuarially-based calculations taking into account historical claims payment results and known trends such as claims frequency and claims severity. Management makes estimates, judgments, and assumptions with respect to the use of these actuarially-based calculations, including but not limited
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to, estimated health care cost trends, estimated lag time to report and pay claims, average cost per claim, network utilization rates, network discount rates, and other factors. Our insurance and insurance-related reserves at January 29, 2022 and January 30, 2021 were $99.3 million and $92.1 million, respectively. The increase of $7.2 million was driven by workers' compensation reserves due to rising medical costs and our reserve for self-insured matters that have exceeded stop-loss thresholds, for which we carry an equal receivable from our stop-loss insurers. A 10% change in our self-insured liabilities at February 2, 2019January 29, 2022 would have affected selling and administrative expenses, operating profit, and income before income taxes by approximately $7$8.2 million.


General liability and workers’ compensation liabilities are recorded at our estimate of their net present value, using a 3.5% discount rate, while other liabilities for insurance reserves are not discounted. A 1.0% change in the discount rate on these liabilities would have affected selling and administrative expenses, operating profit, and income before income taxes by approximately $2.1 million.

Lease Accounting
In order to recognize rent expense on our leases, we evaluate many factors to identify the lease term such as the contractual term of the lease, our assumed possession date of the property, renewal option periods, and the estimated value of leasehold improvement investments that we are required to make. Based on this evaluation, our lease term is typically the minimum contractually obligated period over which we have control of the property. This term is used because although many of our leases have renewal options, we typically do not incur an economic or contractual penalty in the event of non-renewal. Therefore, we typically use the initial minimum lease term for purposes of calculating straight-line rent, amortizing deferred rent, and recognizing depreciation expense on our leasehold improvements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk


Interest Rate Risk
We are subject to market risk from exposure to changes in interest rates on investments and on borrowings under the 20182021 Credit Agreement that we make from time to time. We had $3.5 million in borrowings of $374.1 million under the 20182021 Credit Agreement at February 2, 2019.January 29, 2022. An increase of 1% in our variable interest rate on our investments and estimated future borrowings couldwould not materially affect our financial condition, results of operations, or liquidity through higher interest expense by approximately $3.2 million.liquidity.


Risks Associated with Derivative Instruments
We are subject to market risk from exposure to changes in our derivative instruments, associated with diesel fuel. At February 2, 2019,January 29, 2022, we had outstanding derivative instruments, in the form of collars, covering 7.21.2 million gallons of diesel fuel. The below table provides further detail related to our current derivative instruments, associated with diesel fuel.
Calendar Year of MaturityDiesel Fuel DerivativesFair Value
PutsCallsAsset (Liability)
(Gallons, in thousands)(In thousands)
20221,200 1,200 $856 
Total1,200 1,200 $856 
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)


Additionally, at February 2, 2019,January 29, 2022, a 10% difference in the forward curve for diesel fuel prices could affect unrealized gains (losses) in other income (expense) by approximately $2.0$0.5 million.



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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholders and the Board of Directors of Big Lots, Inc.


Opinion on Internal Control over Financial Reporting


We have audited the internal control over financial reporting of Big Lots, Inc. and subsidiaries (the “Company”) as of February 2, 2019,January 29, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)(COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 2, 2019,January 29, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB), the consolidated financial statements as of and for the year ended February 2, 2019,January 29, 2022, of the Company and our report dated April 2, 2019March 29, 2022, expressed an unqualified opinion on those financial statements.


Basis for Opinion


The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Report on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ DELOITTE & TOUCHE LLP


Columbus, Ohio
April 2, 2019March 29, 2022



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholders and the Board of Directors of Big Lots, Inc.


Opinion on the Financial Statements


We have audited the accompanying consolidated balance sheets of Big Lots, Inc. and subsidiaries (the “Company”) as of February 2, 2019January 29, 2022 and February 3, 2018,January 30, 2021, the related consolidated statements of operations and comprehensive income, shareholders’shareholders' equity, and cash flows, for each of the three years in the period ended February 2, 2019,January 29, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 2, 2019January 29, 2022 and February 3, 2018,January 30, 2021, and the results of its operations and its cash flows for each of the three years in the period ended February 2, 2019,January 29, 2022, in conformity with accounting principles generally accepted in the United States of America.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB), the Company’sCompany's internal control over financial reporting as of February 2, 2019,January 29, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 2, 2019,March 29, 2022, expressed an unqualified opinion on the Company’sCompany's internal control over financial reporting.


Basis for Opinion


These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Measurement of Inventory Valuation Reserves - Refer to Note 1 to the financial statements

Critical Audit Matter Description

Merchandise inventories are valued at the lower of cost or market using the average cost retail inventory method. The average cost retail inventory method requires management to make judgments and contains estimates, including the amount and timing of markdowns to clear slow-moving inventory and an estimated allowance for shrinkage, which may impact ending inventory valuation. The balance of ending inventory was $1,237.8 million at January 29, 2022.

When management determines the salability of merchandise inventories is diminished, markdowns for clearance activity and the related cost impact are recorded at the time the price change decision is made. Factors considered in the determination of markdowns include current and anticipated demand, and customer preferences.

The inventory allowance for shrinkage is recorded as a reduction to inventories, charged to cost of sales, and calculated as a percentage of sales for the period from the last physical inventory date to the end of the reporting period.
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Given the significant estimates and assumptions management utilizes to quantify inventory reserves which includes markdowns and the allowance for shrinkage, a high degree of auditor judgment and an increased extent of effort is required when performing audit procedures to evaluate the methodology and reasonableness of the estimates and assumptions. For markdowns, such estimates are based on the timing and completeness of recorded markdowns. For the allowance for shrinkage, such estimates are based on a combination of historical shrinkage experience and current year physical inventory results.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the measurement of the valuation of inventory reserves included the following, among others:

We tested the effectiveness of controls over the completeness and measurement of inventory reserves.
We evaluated the methods and assumptions used by management to estimate markdowns by:
Evaluating management’s estimate for markdowns by reviewing management’s approved permanent markdowns at year end and comparing markdowns recorded after period end to the markdowns reserve at year end.
Performing an analysis comparing monthly markdown expense and the markdown reserve to historical results.
Comparing inventory sell through for the first period subsequent to year end to historical sell through results to evaluate the salability of merchandise inventories at year end.
We evaluated the methods and assumptions used by management to estimate the allowance for shrinkage by:
Attending a selection of store physical inventories and recalculating the shrink for locations using the results of the store physical inventory.
Performing an analysis comparing the methodology and inputs used by management to historical results and trends in the prior years and current year.
Comparing management’s prior-year assumptions of expected shrink activity to actual activity incurred during the current year to evaluate the appropriateness of the shrinkage inventory allowance.

Measurement of Insurance Valuation Reserves - Refer to Notes 1 and 9 to the financial statements

Critical Audit Matter Description

The Company is self-insured for certain losses relating to general liability and workers’ compensation. Accrued insurance liabilities, $99.3 million at January 29, 2022, are based on actual claims reported and estimates of claims incurred but not reported. The estimated loss accruals for claims incurred but not paid are determined by applying actuarially-based calculations taking into account historical claims payment results and known trends such as claims frequency and claims severity.

Given the significant estimates and assumptions in determination of the selected actuarial models management utilizes to quantify insurance reserves, a high degree of auditor judgment and increased extent of effort is required, including the need to involve our actuarial specialists, when performing audit procedures to evaluate whether insurance reserves were appropriately valued.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the general liability and workers’ compensation self-insurance reserves included the following, among others:

We tested the effectiveness of controls related to general liability and workers’ compensation self-insurance reserves.
We evaluated the methods and assumptions used by management to estimate the self-insurance reserves by:
Testing the underlying data that served as the basis of the actuarial analysis, including historical claims, to test that the inputs to the actuarial estimate were reasonable.
Comparing management’s prior-year assumptions of expected loss to actuals incurred during the current year to evaluate the appropriateness of assumptions used to determine the insurance reserves.
With the assistance of our actuarial specialists, we developed independent estimates of the insurance reserves, including loss and industry claim development factors, and compared our estimates to management’s estimates. Further, the actuarial specialists:
Assessed the actuarial models used by the Company for consistency with the generally accepted actuarial standards;
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Evaluated the Company’s ability to estimate the insurance liabilities by comparing its historical estimates with actual loss payments;
Evaluated the key assumptions underlying the Company’s actuarial estimates used to determine the insurance reserves.

/s/ DELOITTE & TOUCHE LLP


Columbus, Ohio
April 2, 2019March 29, 2022


We have served as the Company’s auditor since 1989.





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BIG LOTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations
and Comprehensive Income
(In thousands, except per share amounts)


201820172016 202120202019
Net sales$5,238,105
$5,264,362
$5,193,995
Net sales$6,150,603 $6,199,186 $5,323,180 
Cost of sales (exclusive of depreciation expense shown separately below)3,116,210
3,121,920
3,094,576
Cost of sales (exclusive of depreciation expense shown separately below)3,753,596 3,701,800 3,208,498 
Gross margin2,121,895
2,142,442
2,099,419
Gross margin2,397,007 2,497,386 2,114,682 
Selling and administrative expenses1,778,416
1,723,996
1,730,956
Selling and administrative expenses2,014,682 1,965,555 1,823,409 
Depreciation expense124,970
117,093
120,460
Depreciation expense142,572 138,336 134,981 
Gain on sale of distribution centersGain on sale of distribution centers— (463,053)(178,534)
Operating profit218,509
301,353
248,003
Operating profit239,753 856,548 334,826 
Interest expense(10,338)(6,711)(5,091)Interest expense(9,281)(11,031)(16,827)
Other income (expense)(558)712
1,387
Other income (expense)1,339 (911)(451)
Income before income taxes207,613
295,354
244,299
Income before income taxes231,811 844,606 317,548 
Income tax expense50,719
105,522
91,471
Income tax expense54,033 215,415 75,084 
Net income$156,894
$189,832
$152,828
Net income and comprehensive incomeNet income and comprehensive income$177,778 $629,191 $242,464 
 
Earnings per common share: 
 
 
Earnings per common share: 
Basic$3.84
$4.43
$3.37
Basic$5.43 $16.46 $6.18 
Diluted$3.83
$4.38
$3.32
Diluted$5.33 $16.11 $6.16 
 
 
The accompanying notes are an integral part of these consolidated financial statements.



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BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In thousands)

 201820172016
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

The accompanying notes are an integral part of these consolidated financial statements.



BIG LOTS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except par value)
February 2, 2019 February 3, 2018 January 29, 2022January 30, 2021
ASSETS   ASSETS  
Current assets:   Current assets:  
Cash and cash equivalents$46,034
 $51,176
Cash and cash equivalents$53,722 $559,556 
Inventories969,561
 872,790
Inventories1,237,797 940,294 
Other current assets112,408
 98,007
Other current assets119,449 85,939 
Total current assets1,128,003
 1,021,973
Total current assets1,410,968 1,585,789 
Operating lease right-of-use assetsOperating lease right-of-use assets1,731,995 1,649,009 
Property and equipment - net822,338
 565,977
Property and equipment - net735,826 717,216 
Deferred income taxes8,633
 13,986
Deferred income taxes10,973 16,329 
Other assets64,373
 49,790
Other assets37,491 68,914 
Total assets$2,023,347
 $1,651,726
Total assets$3,927,253 $4,037,257 
   
LIABILITIES AND SHAREHOLDERS’ EQUITY 
  
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Current liabilities: 
  
Current liabilities:  
Accounts payable$396,903
 $351,226
Accounts payable$587,496 $398,433 
Current operating lease liabilitiesCurrent operating lease liabilities242,275 226,075 
Property, payroll, and other taxes75,317
 80,863
Property, payroll, and other taxes90,728 109,694 
Accrued operating expenses99,422
 72,013
Accrued operating expenses120,684 138,331 
Insurance reserves38,883
 38,517
Insurance reserves36,748 34,660 
Accrued salaries and wages26,798
 39,321
Accrued salaries and wages45,762 49,830 
Income taxes payable1,237
 7,668
Income taxes payable894 43,601 
Total current liabilities638,560
 589,608
Total current liabilities1,124,587 1,000,624 
Long-term obligations374,100
 199,800
Deferred rent60,700
 58,246
Long-term debtLong-term debt3,500 35,764 
Noncurrent operating lease liabilitiesNoncurrent operating lease liabilities1,569,713 1,465,433 
Deferred income taxesDeferred income taxes21,413 7,762 
Insurance reserves54,507
 55,015
Insurance reserves62,591 57,452 
Unrecognized tax benefits14,189
 14,929
Unrecognized tax benefits10,557 11,304 
Synthetic lease obligation144,477
 15,606
Other liabilities43,773
 48,935
Other liabilities127,529 181,187 
Shareholders’ equity: 
  
Shareholders’ equity:  
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued
 
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, respectively1,175
 1,175
Treasury shares - 77,453 shares and 75,570 shares, respectively, at cost(2,506,086) (2,422,396)
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 28,476 shares and 35,535 shares, respectivelyCommon shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 28,476 shares and 35,535 shares, respectively1,175 1,175 
Treasury shares - 89,019 shares and 81,960 shares, respectively, at costTreasury shares - 89,019 shares and 81,960 shares, respectively, at cost(3,121,602)(2,709,259)
Additional paid-in capital622,685
 622,550
Additional paid-in capital640,522 634,813 
Retained earnings2,575,267
 2,468,258
Retained earnings3,487,268 3,351,002 
Accumulated other comprehensive loss
 
Total shareholders’ equity693,041
 669,587
Total shareholders’ equity1,007,363 1,277,731 
Total liabilities and shareholders’ equity$2,023,347
 $1,651,726
Total liabilities and shareholders’ equity$3,927,253 $4,037,257 
 
The accompanying notes are an integral part of these consolidated financial statements.

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BIG LOTS, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(In thousands)
CommonTreasuryAdditional
Paid-In
Capital
Retained Earnings 
CommonTreasury
Additional
Paid-In
Capital
Retained EarningsAccumulated Other Comprehensive Loss  SharesAmountSharesAmountTotal
SharesAmountSharesAmountTotal
Balance - January 30, 201649,101
$1,175
68,394
$(2,063,091)$588,124
$2,210,239
$(15,977)$720,470
Balance - February 2, 2019Balance - February 2, 201940,042 $1,175 77,453 $(2,506,086)$622,685 $2,575,267 $693,041 
Comprehensive income




152,828
15,977
168,805
Comprehensive income— — — — — 242,464 242,464 
Dividends declared ($0.84 per share)




(39,749)
(39,749)
Dividends declared ($1.20 per share)Dividends declared ($1.20 per share)— — — — — (48,286)(48,286)
Adjustment for ASU 2016-02Adjustment for ASU 2016-02— — — — — 348 348 
Purchases of common shares(5,685)
5,685
(254,304)


(254,304)Purchases of common shares(1,474)— 1,474 (55,347)— — (55,347)
Exercise of stock options573

(573)17,834
3,822


21,656
Exercise of stock options— (6)202 (2)— 200 
Restricted shares vested252

(252)7,649
(7,649)


Restricted shares vested202 — (202)6,545 (6,545)— — 
Performance shares vested13

(13)394
(394)


Performance shares vested261 — (261)8,459 (8,459)— — 
Tax benefit from share-based awards



510


510
Share activity related to deferred compensation plan


3
6


9
Other5

(5)136
68


204
Other— — — (5)(2)— (7)
Share-based employee compensation expense



33,029


33,029
Share-based employee compensation expense— — — — 13,051 — 13,051 
Balance - January 28, 201744,259
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 options304

(304)9,659
2,053


11,712
Restricted shares vested368

(368)11,562
(11,562)


Performance shares vested431

(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, 201841,925
1,175
75,570
(2,422,396)622,550
2,468,258

669,587
Balance - February 1, 2020Balance - February 1, 202039,037 1,175 78,458 (2,546,232)620,728 2,769,793 845,464 
Comprehensive income




156,894

156,894
Comprehensive income— — — — — 629,191 629,191 
Dividends declared ($1.20 per share)




(49,885)
(49,885)Dividends declared ($1.20 per share)— — — — — (47,982)(47,982)
Purchases of common shares(2,635)
2,635
(107,830)(3,920)

(111,750)Purchases of common shares(3,890)— 3,890 (175,642)— — (175,642)
Exercise of stock options43

(43)1,395
464


1,859
Exercise of stock options13 — (13)429 64 — 493 
Restricted shares vested413

(413)13,271
(13,271)


Restricted shares vested309 — (309)10,034 (10,034)— — 
Performance shares vested296

(296)9,475
(9,475)


Performance shares vested65 — (65)2,107 (2,107)— — 
Share activity related to deferred compensation plan


(1)2


1
Other







Other— (1)45 — 52 
Share-based employee compensation expense



26,335


26,335
Share-based employee compensation expense— — — — 26,155 — 26,155 
Balance - February 2, 201940,042
$1,175
77,453
$(2,506,086)$622,685
$2,575,267
$
$693,041
Balance - January 30, 2021Balance - January 30, 202135,535 1,175 81,960 (2,709,259)634,813 3,351,002 1,277,731 
Comprehensive incomeComprehensive income— — — — — 177,778 177,778 
Dividends declared ($1.20 per share)Dividends declared ($1.20 per share)— — — — — (41,512)(41,512)
Purchases of common sharesPurchases of common shares(8,076)— 8,076 (446,374)— — (446,374)
Restricted shares vestedRestricted shares vested482 — (482)16,140 (16,140)— — 
Performance shares vestedPerformance shares vested535 — (535)17,879 (17,879)— — 
OtherOther— — — 12 127 — 139 
Share-based employee compensation expenseShare-based employee compensation expense— — — — 39,601 — 39,601 
Balance - January 29, 2022Balance - January 29, 202228,476 $1,175 89,019 $(3,121,602)$640,522 $3,487,268 $1,007,363 
 
The accompanying notes are an integral part of these consolidated financial statements.

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BIG LOTS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)


202120202019
Operating activities:
Net income$177,778 $629,191 $242,464 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization expense143,713 138,848 135,686 
Non-cash lease expense265,401 246,442 229,143 
Deferred income taxes19,007 (52,415)52,374 
Non-cash share-based compensation expense39,601 26,155 13,051 
Non-cash impairment charge6,096 1,792 3,986 
Loss (gain) on disposition of property and equipment342 (462,916)(177,996)
Unrealized (gain) loss on fuel derivatives(1,593)(294)346 
Loss on extinguishment of debt535— — 
Change in assets and liabilities:  
Inventories(297,503)(19,028)48,295 
Accounts payable189,063 20,193 (18,662)
Operating lease liabilities(233,057)(250,131)(215,956)
Current income taxes(76,429)56,564 (4,442)
Other current assets32,154 (10,238)(5,836)
Other current liabilities(56,220)55,775 36,962 
Other assets(785)(90)(5,499)
Other liabilities(14,341)19,501 5,054 
Net cash provided by operating activities193,762 399,349 338,970 
Investing activities:   
Capital expenditures(160,804)(135,220)(265,203)
Cash proceeds from sale of property and equipment1,155 588,258 190,741 
Other(37)(51)(18)
Net cash (used in) provided by investing activities(159,686)452,987 (74,480)
Financing activities:   
Net repayments of long-term debt(46,764)(243,227)(80,609)
Net financing proceeds from sale and leaseback— 123,435 — 
Payment of finance lease obligations(3,654)(3,648)(73,469)
Dividends paid(41,653)(46,964)(48,421)
Proceeds from the exercise of stock options— 493 200 
Payment for treasury shares acquired(446,374)(175,642)(55,347)
Payments for debt issuance costs(1,167)— (150)
Payments to extinguish debt(438)— — 
Other140 52 (7)
Net cash used in financing activities(539,910)(345,501)(257,803)
(Decrease) increase in cash and cash equivalents(505,834)506,835 6,687 
Cash and cash equivalents:   
Beginning of year559,556 52,721 46,034 
End of year$53,722 $559,556 $52,721 
 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 expense114,025
 106,004
 108,315
Deferred income taxes5,353
 32,578
 (9,171)
Non-cash share-based compensation expense26,335
 27,825
 33,029
Excess tax benefit from share-based awards
 
 (1,111)
Non-cash impairment charge141
 
 100
Loss (gain) on disposition of property and equipment732
 483
 (2,899)
Unrealized loss (gain) on fuel derivatives1,075
 (1,398) (3,657)
Pension expense, net of contributions
 
 6,644
Change in assets and liabilities: 
    
Inventories(96,772) (14,100) (8,707)
Accounts payable45,677
 (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 assets1,985
 (9,335) (3,976)
Other liabilities11,415
 21,602
 14,677
Net cash provided by operating activities234,060
 250,368
 311,925
Investing activities: 
  
  
Capital expenditures(232,402) (142,745) (89,782)
Cash proceeds from sale of property and equipment519
 1,854
 5,061
Assets acquired under synthetic lease(128,872) (15,606) 
Payments for purchase of intangible assets(15,750) 
 
Other32
 (11) 20
Net cash used in investing activities(376,473) (156,508) (84,701)
Financing activities: 
  
  
Net proceeds from borrowings under bank credit facility174,300
 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 options1,859
 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 lease128,872
 15,606
 
Deferred bank credit facility fees paid(1,495) 
 
Other1
 (4) 213
Net cash provided by (used in) financing activities137,271
 (93,848) (230,204)
(Decrease) increase in cash and cash equivalents(5,142) 12
 (2,980)
Cash and cash equivalents: 
  
  
Beginning of year51,176
 51,164
 54,144
End of year$46,034
 $51,176
 $51,164


The accompanying notes are an integral part of these consolidated financial statements.

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BIG LOTS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements


NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Description of Business
We are a home discount retailer in the United States (“U.S.”). At February 2, 2019,January 29, 2022, we operated 1,4011,431 stores in 47 states and an e-commerce platform. We are dedicatedOur mission is to friendly service, trustworthy value,help people Live BIG and affordable solutions in every season and category – furniture, food, décor, and more. We existSave LOTS. Our vision is to providebe the BIG difference for a better shopping experience for ourlife by delivering exceptional value to customers, by providing great savings on value-priced merchandise, which includes tastefulbuilding a “best places to grow” culture, rewarding shareholders with consistent growth and “trend-right” import merchandise, consistenttop tier returns, and replenishable “never out” offerings, and brand-name closeouts.doing good in local communities.


Basis of Presentation
The consolidated financial statements include Big Lots, Inc. and all of its subsidiaries, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include all of our accounts. We consolidate all majority-owned and controlled subsidiaries. All intercompany accounts and transactions have been eliminated.


Management Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. The use of estimates, judgments, and assumptions creates a level of uncertainty with respect to reported or disclosed amounts in our consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, judgments, and assumptions, including those that management considers critical to the accurate presentation and disclosure of our consolidated financial statements and accompanying notes. Management bases its estimates, judgments, and assumptions on historical experience, current trends, and various other factors that it believes are reasonable under the circumstances. Because of the inherent uncertainty in using estimates, judgments, and assumptions, actual results may differ from these estimates.


Fiscal Periods
Our fiscal year ends on the Saturday nearest to January 31, which results in fiscal years consisting of 52 or 53 weeks. Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years. Fiscal year 20182021 (“2018”) was comprised of the 52 weeks that began on February 4, 2018 and ended on February 2, 2019.  Fiscal year 2017 (“2017”) was comprised of the 53 weeks that began on January 29, 2017 and ended on February 3, 2018.  Fiscal year 2016 (“2016”2021”) was comprised of the 52 weeks that began on January 31, 20162021 and ended on January 28, 2017.29, 2022. Fiscal year 2020 (“2020”) was comprised of the 52 weeks that began on February 2, 2020 and ended on January 30, 2021. Fiscal year 2019 (“2019”) was comprised of the 52 weeks that began on February 3, 2019 and ended on February 1, 2020.


Segment Reporting
We manage our business based on one segment, discount retailing. Our entire operation is located in the U.S.


Cash and Cash Equivalents
Cash and cash equivalents primarily consist of amounts on deposit with financial institutions, outstanding checks, credit and debit card receivables, and highly liquid investments, includingsuch as money market funds, treasury bills, and commercial paper, which are unrestricted to withdrawal or use and which have an original maturity of three months or less. We review cash and cash equivalent balances on a bank by bank basis in order to identify book overdrafts. Book overdrafts occur when the aggregate amount of outstanding checks and electronic fund transfers exceed the cash deposited at a given bank. We reclassify book overdrafts, if any, to accounts payable on our consolidated balance sheets. Amounts due from banks for credit and debit card transactions are typically settled in less than fivethree days, and at February 2, 2019January 29, 2022 and February 3, 2018,January 30, 2021, totaled $23.6$30.3 million and $27.0$34.7 million, respectively.


Investments
Investment securities are classified as available-for-sale, held-to-maturity, or trading at the date of purchase. Investments are recorded at fair value as either current assets or non-current assets based on the stated maturity or our plans to either hold or sell the investment. Unrealized holding gains and losses on trading securities are recognized in earnings. Unrealized holding gains and losses on available-for-sale securities are recognized in other comprehensive income until realized. We did not own any held-to-maturity or available-for-sale securities as of February 2, 2019January 29, 2022 and February 3, 2018.January 30, 2021.



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Merchandise Inventories
Merchandise inventories are valued at the lower of cost or market using the average cost retail inventory method. Cost includes any applicable inbound shipping and handling costs associated with the receipt of merchandise into our distribution centers (see the discussion below under the caption “Selling and Administrative Expenses” for additional information regarding outbound shipping and handling costs to our stores). Market is determined based on the estimated net realizable value, which generally is the merchandise selling price. Under the average cost retail inventory method, inventory is segregated into classes of merchandise having similar characteristics at its current retail selling value. Current retail selling values are converted to a cost basis by applying an average cost factor to each specific merchandise class’s retail selling value. Cost factors represent the average cost-to-retail ratio computed using beginning inventory and all fiscal year-to-date purchase activity specific to each merchandise class.


Under the average cost retail inventory method, permanent sales price markdowns result in cost reductions in inventory. Our permanent sales price markdowns are typically related to end of season clearance events and are recorded as a charge to cost of sales in the period of management’s decision to initiate sales price reductions with the intent not to return the price to regular retail. Promotional markdowns are recorded as a charge to net sales in the period the merchandise is sold. Promotional markdowns are typically related to specific marketing efforts with respect to products maintained continuously in our stores or products that are only available in limited quantities but represent substantial value to our customers. Promotional markdowns are principally used to drive higher sales volume during a defined promotional period.


We record a reduction to inventories and charge to cost of sales for aan allowance for shrinkage. The allowance for shrinkage inventory allowance. The shrinkage allowance is calculated as a percentage of sales for the period from the last physical inventory date to the end of the reporting period. Such estimates are based on a combination of our historical experience and current year physical inventory results.


We record a reduction to inventories and charge to cost of sales for any excess or obsolete inventory. The excess or obsolete inventory is estimated based on a review of our aged inventory and takes into account any items that have already received a cost reduction as a result of the permanent markdown process discussed above. We estimate the reduction for excess or obsolete inventory based on historical sales trends, age and quantity of product on hand, and anticipated future sales.

Payments Received from Vendors
Payments received from vendors relate primarily to rebates and reimbursement for markdowns and are recognized in our consolidated statements of operations as a reduction to cost of inventory purchases in the period that the rebate or reimbursement is earned or realized and, consequently, result in a reduction in cost of sales when the related inventory is sold.

Store Supplies
When opening a new store, a portion of the initial shipment of supplies (which primarily includes display materials, signage, security-related items, and miscellaneous store supplies) is capitalized at the store opening date. These capitalized supplies represent more durable types of items for which we expect to receive future economic benefit. Subsequent replenishments of capitalized store supplies are expensed. The consumable/non-durable type items for which the future economic benefit is less measurable are expensed upon shipment to the store. Capitalized store supplies are adjusted periodically for changes in estimated quantities or costs and are included in other current assets in our consolidated balance sheets.


Property and Equipment - Net
Depreciation and amortization expense of property and equipment are recorded on a straight‑line basis using estimated service lives. The estimated service lives of our depreciable property and equipment by major asset category were as follows:
Land improvements15 years
Buildings40 years
Leasehold improvements5 - 10 years
Store fixtures and equipment32 - 7 years
Distribution and transportation fixtures and equipment5 - 15 years
Office and computer equipment3 - 5 years
Computer software costs53 - 8 years
Company vehicles3 years



Leasehold improvements are amortized on a straight-line basis using the shorter of their estimated service lives or the lease term. Because many initial lease terms range from five to ten years and the majority of our lease options have a term of five years, we estimate the useful life of leasehold improvements at five years. This amortization period is reasonably consistent with the amortization period for any lease incentives that we would typically receive when initially entering into a new lease that are recognized as deferred rent and amortized over the initial lease term.


Assets acquired under noncancellable leases which meet the criteria of a capitalfinance lease are capitalized in property and equipment - net and amortized over the estimated service life of the asset or the applicable lease term, whichever is shorter.


Depreciation estimates are revised prospectively to reflect the remaining depreciation or amortization of the asset over the shortened estimated service life when a decision is made to dispose of property and equipment prior to the end of its previously estimated service life. The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or loss included in selling and administrative expenses. Major repairs that extend service lives are capitalized. Maintenance and repairs are charged to expense as incurred. Capitalized interest was not significant in any period presented.



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Long-Lived Assets
Our long-lived assets primarily consist of property and equipment - net.net and operating lease right-of-use assets. In order to determine if impairment indicators are present for store property and equipment and operating lease right-of-use assets, we review historical operating results at the store level on an annual basis, or when other impairment indicators are present.level. Generally, all other property and equipment isand operating lease right-of-use assets are reviewed for impairment at the enterprise level. If the net book value of a store’s long-lived assets is not recoverable by the expected undiscounted future cash flows of the store, we estimate the fair value of the store’s assets and recognize an impairment charge for the excess net book value of the store’s long-lived assets over their fair value. Our assumptions related to estimates of undiscounted future cash flows are based on historical results of cash flows adjusted for management projections for future periods. We estimate the fair value of our long-lived assets using expected cash flows, including salvage value, which is based on readily available market information for similar assets.


Intangible Assets
During the fourth quarter ofIn 2018, we acquired the Broyhill® trademark and trade name for $15.8 million.name. This trademark and trade name have indefinite lives, which will be testedlives. We test the trademark and trade name for impairment annually or whenever circumstances indicate that a decline inthe carrying value of the asset may have occurred.not be recoverable. We will estimate the fair value of these intangible assets based on an income approach. We would recognize anperform our annual impairment charge if the estimated fair valuetesting during our fourth fiscal quarter of the intangible asset becomes less than the carrying value.each year.


Closed Store AccountingSavings Plans
We recognize an obligationhave a savings plan with a 401(k) deferral feature and we provide matching contributions, which are subject to Internal Revenue Service (“IRS”) regulations, based on a percentage of employee contributions. For 2021, 2020, and 2019, we expensed $9.2 million, $9.2 million, and $8.3 million, respectively, related to our matching contributions. We previously had a nonqualified deferred compensation plan with a similar deferral feature for eligible employees. In 2021, we terminated the fair valuenonqualified deferred compensation plan and distributed all account balances to plan participants. In connection with our nonqualified deferred compensation plan, we had liabilities of lease termination costs when we cease using the leased property$0.0 and $33.0 million at January 29, 2022 and January 30, 2021, respectively, which were recorded in our operations. In measuring fair value of these lease termination obligations, we consider the remaining minimum lease payments, estimated sublease rentals that could be reasonably obtained, and other potentially mitigating factors. We discount the estimated obligation using the applicable credit adjusted interest rate, which results in accretion expense in periods subsequent to the period of initial measurement. We monitor the estimated obligation for lease termination liabilities in subsequent periods and revise our estimated liabilities, if necessary. Severance and benefits associated with terminating employees from employment are recognized ratably from the communication date through the estimated future service period, unless the estimated future service period is less than 60 days, in which case we recognize the impact at the communication date. Generally all other store closing costs are recognized when incurred.liabilities.


Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement basis and tax basis of assets and liabilities using enacted law and tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.


We assess the adequacy and need for a valuation allowance for deferred tax assets. In making such assessment, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. We have established a valuation allowance to reduce our deferred tax assets to the balance that is more likely than not to be realized.



We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations.operations and comprehensive income. Accrued interest and penalties are included within the related tax liability line in the accompanying consolidated balance sheets.


The effective income tax rate in any period may be materially impacted by the overall level of income (loss) before income taxes, the jurisdictional mix and magnitude of income (loss), changes in the income tax laws (which may be retroactive to the beginning of the fiscal year), subsequent recognition, de-recognition and/or measurement of an uncertain tax benefit, changes in a deferred tax valuation allowance, and adjustments of a deferred tax asset or liability for enacted changes in tax laws or rates.


Insurance and Insurance-Related Reserves
We are self-insured for certain losses relating to property, general liability, workers’ compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is paid by employees. We purchase stop-loss coverage to limit significant exposure in these areas. Accrued insurance-related liabilities and related expenses are based on actual claims filed and estimates of claims incurred but not reported and are reliably determinable. The accruals are determined by applying actuarially-based calculations. General liability and workers’ compensation liabilities are recorded at our estimate


46

Table of their net present value, using a 3.5% discount rate, while other liabilities for insurance-related reserves are not discounted.Contents

Fair Value of Financial Instruments
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.


Level 1, defined as observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2, defined as observable inputs other than Level 1 inputs. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximates fair value because of the relatively short maturity of these items.

Commitments and Contingencies
We are subject to various claims and contingencies including legal actions and other claims arising out of the normal course of business. In connection with such claims and contingencies, we estimate the likelihood and amount of any potential obligation, where it is possible to do so, using management's judgment. Management uses various internal and external specialists to assist in the estimating process. We accrue a liability if the likelihood of a loss is probable and the amount is estimable. If the likelihood of a loss is only reasonably possible (as opposed to probable), or if it is probable but an estimate is not determinable, disclosure of a material claim or contingency is made in the notes to our consolidated financial statements and no accrual is made.


Revenue Recognition
We recognize sales revenue at the time the customer takes possession of the merchandise (i.e., the point at which we transfer the goods). Sales are recorded net of discounts (i.e., the amount of consideration we expect to receive for the goods) and estimated returns and exclude any sales tax. The reserve for merchandise returns is estimated based on our prior return experience.


We sell gift cards in our stores, online, and through third-party retailers, and issue merchandise credits, typically as a result of customer returns, on stored value cards. We do not charge administrative fees on unused gift card or merchandise credit balances and our gift cards and merchandise credits do not expire. We recognize sales revenue related to gift cards and merchandise credits (1) when the gift card or merchandise credit is redeemed in a sales transaction by the customer or (2) as breakage occurs. We recognize gift card and merchandise credit breakage when we estimate that the likelihood of the card or credit being redeemed by the customer is remote and we determine that we do not have a legal obligation to remit the value of unredeemed cards or credits to the relevant regulatory authority. We estimate breakage based upon historical redemption patterns. The liability for the unredeemed cash value of gift cards and merchandise credits is recorded in accrued operating expenses.expenses in our consolidated balance sheets.



We offer price hold contracts and buy now pick up later arrangements on merchandise. Revenue for price hold contracts and buy now pick up later arrangements is recognized when the customer makes the final payment and takes possession of the merchandise. Amounts paid by customers under price hold contracts and buy now pick up later arrangements are recorded in accrued operating expenses in our consolidated balance sheets until a sale is consummated.


We recognize sales revenue for direct-to-customer transactions on our e-commerce platform at the time the merchandise is shipped (i.e., the point at which we transfer the goods). We also offer buy online, pick up in store services on our e-commerce platform. Revenue for buy online, pick up in store transactions is recognized when the customer takes possession of the merchandise at the store.

Cost of Sales
Cost of sales includes the cost of merchandise, net of cash discounts and rebates, markdowns, and inventory shrinkage.shrinkage, and the cost of shipping direct-to-customer e-commerce orders. Cost of merchandise includes related inbound freight to our distribution centers, duties, and commissions. We classify warehousing, distribution and outbound transportation costs to our stores as selling and administrative expenses. Due to this classification, our gross margin rates may not be comparable to those of other retailers that include warehousing, distribution and outbound transportation costs to stores in cost of sales.


Selling and Administrative Expenses
Selling and administrative expenses include store expenses (such as payroll and occupancy costs) and costs related to warehousing, distribution, outbound transportation to our stores, advertising, purchasing, insurance, non-income taxes, accepting credit/debit cards, and overhead. SellingOur selling and administrative expense rates may not be comparable to those of other retailers that include warehousing, distribution, and outbound transportation costs to stores in cost of sales. Distribution and outbound transportation costs included in selling and administrative expenses were $180.5$310.4 million, $161.5$251.0 million, and $151.9$191.8 million for 2018, 2017,2021, 2020, and 2016,2019, respectively.


Leases and Rent Expense
Rent expense is recognized over the termWe determine if an arrangement contains a lease at inception of the agreement. Our leased property consists of our retail stores, distribution centers, store security, and other office equipment. Certain of our store and distribution center leases have rent escalations and/or have tenant allowances or other lease incentives, which are fixed in nature and is included in sellingour calculation of right-of-use assets and administrative expenses.lease liabilities. Certain of our store leases provide for contingent rents, which are recorded as variable
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costs and not included in our calculation of right-of-use assets and lease liabilities. Many of our leases obligate us to pay for our applicable portion of real estate taxes, common area maintenance costs (“CAM”), and property insurance, which are recorded as variable costs and not included in our calculation of right-of-use assets and lease liabilities, except for certain fixed CAM and insurance charges that are not variable. Many of our leases contain provisions for options to renew, extend the original term for additional periods, or terminate the lease if certain sales thresholds are not attained. We have assessed the reasonable certainty of these provisions to determine the appropriate lease term. Our lease agreements do not contain material residual value guarantees, restrictions, or covenants.

We have established a short-term lease exception policy, permitting us to not apply lease recognition requirements to leases with terms of 12 months or less. We recognize minimum rent startinga lease liability and right-of-use asset at commencement of the lease when possession of the property is taken from the landlord,lessor, which, for stores, normally includes a construction or set-up period prior to store opening. When a lease contains a predetermined fixed escalationWe begin recognizing rent expense at commencement of the minimum rent, we recognize the related rentlease. Rent expense for operating leases is recognized on a straight-line basis and record the difference between the recognized rental expense and the amounts payable underover the lease as deferred rent. We also receive tenant allowances, which are recorded in deferred incentive rentterm and are amortized as a reduction to rent expense over the term of the lease.

Our leases generally obligate us for our applicable portion of real estate taxes, CAM, and property insurance that has been incurred by the landlord with respect to the leased property. We maintain accruals for our estimated applicable portion of real estate taxes, CAM, and property insurance incurred but not settled at each reporting date. We estimate these accruals based on historical payments made and take into account any known trends. Inherent in these estimates is the risk that actual costs incurred by landlords and the resulting payments by us may be higher or lower than the amounts we have recorded on our books.

Certain of our leases provide for contingent rents that are not measurable at the lease inception date. Contingent rent includes rent based on a percentage of sales that are in excess of a predetermined level. Contingent rent is excluded from minimum rent but is included in the determinationselling and administrative expenses. We account for lease and non-lease components as a single component for our real estate class of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable.assets.


Advertising Expense
Advertising costs, which are expensed as incurred, consist primarily of television and print advertising, digital, social media, internet and social mediae-mail marketing and advertising, e-mail,payment card-linked marketing and in-store point-of-purchase signage and presentations. Advertising expenses are included in selling and administrative expenses. Advertising expenses were $93.6$97.7 million, $92.0$102.8 million, and $92.3$95.2 million for 2018, 2017,2021, 2020, and 2016,2019, respectively.

Store Pre-opening Costs
Pre-opening costs incurred during the construction periods for new store openings are expensed as incurred and included in our selling and administrative expenses.


Share-Based Compensation
Share-based compensation expense is recognized in selling and administrative expense in our consolidated statements of operations and comprehensive income for all awards that we expect to vest.

Non-vested Restricted Stock Awards
Compensation expense for our performance-based non-vested restricted stock awards is recorded based on fair value of the award on the grant date and the estimated achievement date of the performance criteria. An estimated target achievement date is determined at the time of the award grant based on historical and forecasted performance of similar measures.


Non-vested Restricted Stock Units
We expense our non-vested restricted stock units (“RSUs”) with graded vesting as a single award with an average estimated life over the entire term of the award. The expense for the non-vested restricted stock units is recorded on a straight-line basis over the vesting period.


Performance Share Units
Compensation expense for performance share units (“PSUs”) is recorded based on fair value of the award on the grant date and the estimated achievement of financial performance objectives. From an accounting perspective, the grant date is established once all financial performance targets have been set. We monitor the estimated achievement of the financial performance objectives at each reporting period and will potentially adjust the estimated expense on a cumulative basis. The expense for the PSUs is recorded on a straight-line basis from the grant date through the end of the performance period.


In 2020, we awarded performance share units with a restriction feature to certain members of senior management, which vested based on the achievement of share price performance goals and a minimum service requirement of one year (“PRSUs”). The PRSUs had a contractual term of three years. The grant date fair value and estimated vesting period of the PRSUs was determined by a third party using a Monte Carlo simulation. The awards were expensed over their estimated vesting period on a straight-line basis.

Earnings per Share
Basic earnings per share is based on the weighted-average number of shares outstanding during each period. Diluted earnings per share is based on the weighted-average number of shares outstanding during each period and the additional dilutive effect of stock options, restricted stock awards, restricted stock units,RSUs, PRSUs, and PSUs, calculated using the treasury stock method.


Derivative Instruments
We use derivative instruments to mitigate the risk of market fluctuations in diesel fuel prices. We do not enter into derivative instruments for speculative purposes. Our derivative instruments may consist of collar or swap contracts. Our current derivative instruments do not meet the requirements for cash flow hedge accounting. Instead, our derivative instruments are marked-to-market to determine their fair value and any gains or losses are recognized currently in other income (expense) on our consolidated statements of operations.operations and comprehensive income.


Other Comprehensive Income
Our other comprehensive income included the impact
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Table of the amortization of our pension actuarial loss, net of tax, and the revaluation of our pension actuarial loss, net of tax.Contents

Supplemental Cash Flow Disclosures
The following table provides supplemental cash flow information for 2018, 2017,2021, 2020, and 2016:2019:
(In thousands)202120202019
Supplemental disclosure of cash flow information:   
Cash paid for interest$8,066 $6,366 $17,446 
Cash paid for income taxes, excluding impact of refunds111,206 217,308 29,375 
Gross proceeds from long-term debt55,600 514,500 1,811,000 
Gross payments of long-term debt102,364 757,727 1,891,609 
Gross financing proceeds from sale and leaseback— 133,999 — 
Gross repayments of financing from sale and leaseback— 10,564 — 
Cash paid for operating lease liabilities341,341 340,747 292,048 
Non-cash activity:   
Assets acquired under finance leases1,080 — 70,831 
Accrued property and equipment19,303 17,791 17,632 
Operating lease right-of-use assets obtained in exchange for operating lease liabilities$354,066 $694,811 $1,493,888 
(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


Reclassifications

In 2021, we realigned select merchandise categories to be consistent with the realignment of our merchandising team and changes to our management reporting. To better suit the new alignment, we renamed our Electronics, Toys, & Accessories category as Apparel, Electronics, & Other. We moved our pet department from our Consumables category to our Food category; our home organization department from our Soft Home category to our Hard Home category; our toys department from our Apparel, Electronics, & Other category to our Hard Home category; our candy & snacks from our Food category to our Apparel, Electronics, & Other category; and added new departments for the merchandise assortments for The Lot, our cross-category presentation solution, and the Queue Line, our streamlined checkout experience, to the Apparel, Electronics, & Other category.


RecentOur seven merchandise categories, which match our internal management and reporting of merchandise net sales are now as follows: Food; Consumables; Soft Home; Hard Home; Furniture; Seasonal; and Apparel, Electronics, & Other. The Food category includes our beverage & grocery; specialty foods; and pet departments. The Consumables category includes our health, beauty and cosmetics; plastics; paper; and chemical departments. The Soft Home category includes our home décor; frames; fashion bedding; utility bedding; bath; window; decorative textile; and area rugs departments. The Hard Home category includes our small appliances; table top; food preparation; stationery; home maintenance; home organization; and toys departments. The Furniture category includes our upholstery; mattress; ready-to-assemble; and case goods departments. The Seasonal category includes our lawn & garden; summer; Christmas; and other holiday departments. The Apparel, Electronics, & Other department includes our apparel; electronics; jewelry; hosiery; and candy & snacks departments, as well as the assortments for The Lot and the Queue Line.

In order to provide comparative information, we have reclassified our results into the new alignment for all periods presented.

Recently Adopted Accounting PronouncementsStandards
In February 2016,the third quarter of 2021, the Company adopted Accounting Standards Update (“ASU”) 2020-04 Reference Rate Reform. This ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, leases, and other transactions affected by the potential fallback of LIBOR. The Company adopted ASU 2020-04 in connection with its entry into a new credit facility (see Note 3 to the consolidated financial statements) that includes language to address LIBOR fallback and in connection with an amendment to the lease for our Apple Valley, CA distribution center including similar LIBOR fallback language. The impact of the adoption was immaterial to the consolidated financial statements.

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)ASU 2018-15 Intangibles - Goodwill and Other - Internal-Use Software. This update evaluates the accounting for costs paid by a customer to implement a cloud computing arrangement. The new guidance aligns cloud computing arrangement implementation cost accounting with the capitalization requirements for internal-use software development, while leaving the accounting for service elements unchanged. On February 2, 2020, we adopted ASU 2018-15 on a prospective basis. The impact of the adoption was immaterial to the consolidated financial statements.
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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires a lessee to recognize, on the balance sheet, a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The ASU allows for the modified retrospective method of adoption. The FASB issued ASU No. 2018-11, Leases (Topic 842), Targeted Improvements, which allows entities to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the consolidated financial statements. ASU 2018-11 will allow entities to continue to apply the legacy guidance in Topic 840, Leases, including its disclosure requirements, in the comparative periods presented in the year the new leases standard is adopted. Entities that elect this option to adopt the new leases standard would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. We did not early adopt this standard, but rather we will adopt this standard on February 3, 2019, which is in the first quarter of 2019. We have elected to use the modified retrospective method as of the effective date of the standard as allowed by ASU 2018-11. We will elect the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. We will not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of right-of-use assets. Further, we will elect a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. Adoption of the standard is expected to result in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $1.1 billion. We are finalizing the impact of the standard to our accounting policies, processes, disclosures, and internal control over financial reporting and have implemented a new lease administration and accounting system. We are evaluating the disclosure requirements and are incorporating the collection of relevant data into our processes in preparation for disclosure in 2019. The Company does not expect the adoption of this guidance to have a material impact on its statements of operations, shareholders’ equity, or cash flows.

Recently Adopted Accounting Standards
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provided a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Additionally, this guidance expanded related disclosure requirements. During the first quarter of 2018,On February 3, 2019, we adopted the new standard onand elected the retrospective method. The adoption had no impact onoptional transition method, as allowed by ASU 2018-11, Leases (Topic 842), Targeted Improvements, to apply the timingnew standard as of the recognition of our revenue or costs. The adoption resulted in an immaterial adjustmenteffective date. Therefore, we have not applied the new standard to the amount of gross revenue and costs that we had previously reported, as certain of our vendor relationships had different principal versus agent treatment undercomparative prior periods presented in the new standard. Additionally, we considered the disclosure requirementsconsolidated financial statements. The impact of the standard and determinedadoption was immaterial to the consolidated statements of shareholders’ equity. For further discussion on our leases, see Note 5 to the accompanying consolidated financial statements.

There are currently no new accounting pronouncements with a future effective date that no additional disclosures were necessary.are of significance, or potential significance, to us.


Subsequent Events
We have evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, we are not aware of any events or transactions (other than those disclosed in notes 10 and 16) that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in our consolidated financial statements.


NOTE 2 – PROPERTY AND EQUIPMENT - NET


Property and equipment - net consist of:
(In thousands)January 29, 2022January 30, 2021
Land and land improvements$48,849 $48,862 
Buildings and leasehold improvements828,179 779,104 
Fixtures and equipment940,921 870,074 
Computer software costs187,190 213,042 
Construction-in-progress25,394 27,455 
  Property and equipment - cost2,030,533 1,938,537 
  Less accumulated depreciation and amortization1,294,707 1,221,321 
  Property and equipment - net$735,826 $717,216 
(In thousands)February 2, 2019February 3, 2018
Land and land improvements$61,200
$60,416
Buildings and leasehold improvements1,078,142
881,077
Fixtures and equipment784,170
772,711
Computer software costs179,071
172,539
Construction-in-progress78,580
35,084
  Property and equipment - cost2,181,163
1,921,827
  Less accumulated depreciation and amortization1,358,825
1,355,850
  Property and equipment - net$822,338
$565,977



Property and equipment - cost includes $29.5$25.3 million and $28.6$25.8 million at February 2, 2019January 29, 2022 and February 3, 2018,January 30, 2021, respectively, to recognize assets from capitalfinance leases. Accumulated depreciation and amortization includes $17.9$23.6 million and $13.2$22.2 million at February 2, 2019January 29, 2022 and February 3, 2018,January 30, 2021, respectively, related to capitalfinance leases. Additionally, we had $144.5 million and $15.6 million in assets from a synthetic lease for our distribution center in Apple Valley, California at February 2, 2019 and February 3, 2018, respectively.


During 2018, 2017,2021, 2020, and 2016,2019, respectively, we invested $232.4$160.8 million, $142.7$135.2 million, and $89.8$265.2 million of cash in capital expenditures and we recorded $125.0$142.6 million, $117.1$138.3 million, and $120.5$135.0 million of depreciation expense.


In 2020, we disposed of $123.8 million of property and equipment - cost in connection with the sale of four distribution centers in sale and leaseback transactions (see Note 10 to the accompanying consolidated financial statements for additional information on the sale and leaseback transactions).

We incurred $0.1$0.9 million, $0.0$0.9 million, and $0.1$0.4 million in asset impairment charges, excluding impairment of right-of-use assets (see Note 5 to the accompanying consolidated financial statements), in 2018, 2017,2021, 2020, and 2016,2019, respectively. During 2018,In 2021, we wrote downimpaired the value of an asset held for sale. In 2018property and 2017, we did not impair the value of long-livedequipment assets at any8 stores as a result of our annualstore impairment review, of which the majority of the impairment value was attributable to five stores. In 2020, we impaired the value of property and equipment assets at 4 stores as a result of our store impairment review. In 2016,2019, we wrote downimpaired the value of long-livedproperty and equipment assets at one store identified2 stores as parta result of our annual store impairment review.


Asset impairment charges are included in selling and administrative expenses in our accompanying consolidated statements of operations.operations and comprehensive income. We perform annual impairment reviews of our long-lived assets at the store level. When we perform the annual impairment reviews, we first determine which stores had impairment indicators present. We generally use actual historical cash flows to determine if stores had negative cash flows within the past two years. For each store with negative cash flows, we estimate future cash flows based on operating performance estimates specific to each store’s operations that are based on assumptions currently being used to develop our company level operating plans. If the net book value of a store’s long-lived
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assets is not recoverable by the expected future cash flows of the store, we estimate the fair value of the store’s assets and recognize an impairment charge for the excess net book value of the store’s long-lived assets over their fair value.


NOTE 3 – BANK CREDIT FACILITYDEBT


Bank Credit Facility

On August 31, 2018,September 22, 2021, we entered into a $700$600 million five-yearfive-year unsecured credit facility (“20182021 Credit Agreement”) that replaces our priorexpires on September 22, 2026. The 2021 Credit Agreement replaced the $700 million five-year unsecured credit facility entered into in July 2011 and most recently amended in May 2015on August 31, 2018 (“20112018 Credit Agreement”) and, among other things, amends certain of the representations and covenants applicable to the facility.. The 2018 Credit Agreement expireswas scheduled to expire on August 31, 2023.2023, but was terminated concurrent with our entry into the 2021 Credit Agreement. We did not incur any early termination penalties in connection with the termination of the 2018 Credit Agreement. In connection with our entry into the 20182021 Credit Agreement, we paid bank fees and other expenses in the aggregate amount of $1.5$1.2 million, which are being amortized over the term of the agreement.2021 Credit Agreement.


Borrowings under the 20182021 Credit Agreement are available for general corporate purposes, working capital, and to repay certain of our indebtedness. The 20182021 Credit Agreement includes a $30$50 million swing loan sublimit, a $75 million letter of credit sublimit, a $75 million sublimit for loans to foreign borrowers, and a $200 million optional currency sublimit. The 2021 Credit Agreement also contains an environmental, social and governance (“ESG”) provision, which may provide favorable pricing and fee adjustments if we meet ESG performance criteria to be established by a future amendment to the 2021 Credit Agreement. Under the 2021 Credit Agreement, we have the option to establish incremental term loans and/or increases in the revolving credit limits in an aggregate amount of up to $300 million, subject to the lenders agreeing to increase their commitments. Additionally, the 2021 Credit Agreement includes two options to extend the maturity date of the 2021 Credit Agreement by one year each, subject to each lender agreeing to extend the maturity date of its respective loans. The interest rates, pricing and fees under the 20182021 Credit Agreement fluctuate based on our debt rating.rating or leverage ratio, whichever results in more favorable pricing to us. The 20182021 Credit Agreement allows us to select our interest rate for each borrowing from multiple interest rate options. The interest rate options are generally derived from the prime rate or LIBOR. We may prepay revolvingLIBOR for loans denominated in U.S. dollars or the Euro Short Term Rate (€STR) for loans denominated in Euros. The 2021 Credit Agreement updated the LIBOR fallback language to implement fallback provisions, pursuant to which the interest rate on the loans will transition to an alternative rate upon the occurrence of certain LIBOR cessation events. Loans made under the 20182021 Credit Agreement.Agreement may be prepaid without penalty. The 20182021 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios - a leverage ratio and a fixed charge coverage ratio. The covenants of the 2021 Credit Agreement do not restrict our ability to pay dividends. Additionally, we are subject to cross-default provisions associated with any default on indebtedness that is greater than $50 million, including with respect to the synthetic lease for the distribution center in Apple Valley, CA, which was amended concurrent with our entry into the 2021 Credit Agreement to conform to the covenants of the 2021 Credit Agreement. A violation of any of the covenants could result in a default under the 20182021 Credit Agreement that would permit the lenders to restrict our ability to further access the 20182021 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 20182021 Credit Agreement. At February 2, 2019,January 29, 2022, we had $374.1$3.5 million of borrowings outstanding under the 20182021 Credit Agreement, and $5.0while $2.4 million was committed to outstanding letters of credit, leaving $320.9$594.1 million available under the 20182021 Credit Agreement.


Secured Equipment Term Note
On August 7, 2019, we entered into a $70 million term note agreement (“2019 Term Note”), which was secured by the equipment at our Apple Valley, CA distribution center and carried an interest rate of 3.3%. In connection with our entry into the 2019 Term Note, we paid debt issuance costs of $0.2 million. In light of our strong liquidity and market conditions, on June 7, 2021, we prepaid the remaining $44.3 million principal balance under the 2019 Term Note. In connection with the prepayment, we incurred a $0.4 million prepayment fee and recognized a $0.5 million loss on debt extinguishment, which was recorded in Other income (expense) in the consolidated statements of operations and comprehensive income, in the second quarter of 2021.


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Debt was recorded in our consolidated balance sheets as follows:
Instrument (In thousands)
January 29, 2022January 30, 2021
2019 Term Note$— $50,264 
2018 Credit Agreement & 2021 Credit Agreement3,500 — 
Total debt$3,500 $50,264 
Less current portion of long-term debt (included in Accrued operating expenses)$— $(14,500)
Long-term debt$3,500 $35,764 

NOTE 4 – FAIR VALUE MEASUREMENTS


InAt January 30, 2021, we held investments in money market funds, which were recorded in our consolidated balance sheets at their fair value. These highly liquid investments were recorded in cash and cash equivalents in our consolidated balance sheets at their fair value. The fair values of the money market fund investments were Level 1 valuations under the fair value hierarchy because each fund’s quoted market value per share was available in an active market.

At January 30, 2021, in connection with our nonqualified deferred compensation plan, we had mutual fund investments, of $31.6 million and $33.0 million at February 2, 2019 and February 3, 2018, respectively, which were recorded in other assets. These investments were classified as trading securities and were recorded at their fair value. The fair values of mutual fund investments were Level 1 valuations under the fair value hierarchy because each fund’s quoted market value per share was available in an active market. In 2021, we terminated the nonqualified deferred compensation plan, liquidated the mutual fund investments, and distributed the proceeds to plan participants.


As of January 29, 2022, we had no investments recorded in our consolidated balance sheets. As of January 30, 2021, the fair value of our investments were recorded in our consolidated balance sheets as follows:

(In thousands)Balance Sheet LocationJanuary 30, 2021Level 1
Assets:
Money market fundsCash and cash equivalents$175,113 $175,113 
Mutual funds - deferred compensation planOther Assets$32,484 $32,484 

The fair values of our long-term obligations under our bank credit facilitythe 2021 Credit Agreement are estimated based on the quoted market prices for the same or similar issues and the current interest rates offered for similar instruments. These fair value measurements are classified as Level 2 within the fair value hierarchy. Given the variable rate features and relatively short maturity of the instruments underlying our long-term obligations, theThe carrying value of these instruments was $3.5 million as of January 29, 2022.

The carrying value of accounts receivable and accounts payable approximates fair value because of the fair value.relatively short maturity of these items.



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NOTE 5 – LEASES


LeasedOur leased property consisted primarily of 1,348consists of our retail stores, our new corporate office, our new California distribution center, and certain transportation, information technologycenters, store security, and other office equipment. After entering into a lease in 2016 for our new corporate office, we moved into the new office during

In the second quarter of 2018. In late 2017,2020, we entered into a synthetic lease arrangementcompleted sale and leaseback transactions for a newour distribution centercenters located in California. We are the construction agentColumbus, OH; Durant, OK; Montgomery, AL; and Tremont, PA. The leases for the newColumbus, OH and Montgomery, AL distribution centercenters each have an initial term of 15 years and multiple five-year extension options. The leases for the Durant, OK and Tremont, PA distribution centers each have an initial term of 20 years and multiple five-year extension options. At lease commencement, we determined that none of the extension options were reasonably certain to be exercised. Therefore, none of the extension options were included in Californiathe computation of the operating lease liabilities and construction beganoperating lease right-of-use assets. At commencement of the leases, we recorded aggregate operating lease liabilities of $466.1 million and aggregate operating lease right-of-use assets of $466.1 million. The weighted average discount rate for the leases was 6.2%. All of the leases are absolute net. Additionally, all of the leases include a right of first refusal beginning after the fifth year of the initial term which allows us to purchase the leased property if the buyer-lessor receives a bona fide purchase offer from a third-party. For additional information on the sale and leaseback transactions, see Note 10 to the accompanying consolidated financial statements.

Leases were recorded in December 2017. We expectour consolidated balance sheets as follows:
Leases (In thousands)
Balance Sheet LocationJanuary 29, 2022January 30, 2021
Assets
OperatingOperating lease right-of-use assets$1,731,995 $1,649,009 
FinanceProperty and equipment - net1,686 3,667 
Total right-of-use assets$1,733,681 $1,652,676 
Liabilities
Current
OperatingCurrent operating lease liabilities$242,275 $226,075 
FinanceAccrued operating expenses869 3,190 
Noncurrent
OperatingNoncurrent operating lease liabilities1,569,713 1,465,433 
FinanceOther liabilities955 1,242 
Total lease liabilities$1,813,812 $1,695,940 

The components of lease costs were as follows:
Lease cost (In thousands)
Statements of Operations and Comprehensive Income Location202120202019
Operating lease costSelling and administrative expenses$355,021 $326,780 295,810 
Finance lease cost
Amortization of leased assetsDepreciation3,024 3,800 4,373 
Interest on lease liabilitiesInterest expense104 274 948 
Short-term lease costSelling and administrative expenses5,152 4,728 5,671 
Variable lease costSelling and administrative expenses84,940 88,074 81,666 
Total lease cost$448,241 $423,656 $388,468 

In 2021, 2020, and 2019, our operating lease cost above included $1.1 million, $0.9 million and $3.6 million, respectively, of right-of-use asset impairment charges related to store closures prior to lease termination date. In 2021, our operating lease cost above included $4.1 million of right-of-use asset impairment charges related to our store impairment review for underperforming stores.


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Maturity of our lease liabilities at January 29, 2022, was as follows:
Fiscal Year (In thousands)
Operating LeasesFinance Leases
2022$323,514 $929 
2023333,551 330 
2024291,943 261 
2025252,124 229 
2026208,701 185 
Thereafter834,427 — 
  Total lease payments$2,244,260 $1,934 
  Less amount to discount to present value$(432,272)$(110)
Present value of lease liabilities$1,811,988 $1,824 

Lease term and discount rate for our operating leases were as follows:
January 29, 2022January 30, 2021
Weighted average remaining lease term (years)8.38.7
Weighted average discount rate4.3 %4.5 %

Our weighted average discount rate represents our estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of adoption of the standard, lease commencement, or the period in which the lease term to commenceexpectation was modified. Our finance leases, and to begin operations in 2019 for the new distribution center in California. Many of the store leases obligate us to pay for our applicable portion of real estate taxes, CAM,associated remaining lease term and property insurance. Certain store leases provide for contingent rents, have rent escalations, and have tenant allowances or other lease incentives. Many of our leases contain provisions for options to renew or extend the original term for additional periods.discount rate, are insignificant.


Total rent expense, including real estate taxes, CAM, and property insurance for operating leases consisted of the following:
(In thousands)201820172016
Minimum rents$346,067
$330,229
$321,248
Contingent rents168
469
607
  Total rent expense$346,235
$330,698
$321,855

Future minimum rental commitments for leases, excluding closed store leases, real estate taxes, CAM, and property insurance, at February 2, 2019, were as follows:
Fiscal Year(In thousands)
2019$279,844
2020244,978
2021204,362
2022159,479
2023120,023
Thereafter310,474
  Total leases$1,319,160

We have obligations for capital leases primarily for store asset protection equipment and office equipment, included in accrued operating expenses and other liabilities on our consolidated balance sheet. Additionally, we have recorded the obligation for our synthetic lease arrangement in California in the synthetic lease obligation caption on our consolidated balance sheet. Scheduled payments for all capital leases at February 2, 2019, were as follows:
Fiscal Year(In thousands)
2019$9,050
202010,815
20219,725
20226,992
20236,512
Thereafter127,864
  Total lease payments$170,958
  Less amount to discount to present value(14,758)
  Capital lease obligation per balance sheet$156,200


NOTE 6 – SHAREHOLDERS’ EQUITY


Earnings per Share
There were no adjustments required to be made to weighted-average common shares outstanding for purposes of computing basic and diluted earnings per share and there were no securities outstanding in any year presented, which were excluded from the computation of earnings per share other than antidilutive stock options, restricted stock awards, restricted stock units,RSUs, PSUs, and PSUs. Stock options outstanding that were excluded from the diluted share calculation because their impact was antidilutive at the end of 2018, 2017,PRSUs. The RSUs, PSUs, and 2016 were as follows:
(In millions)201820172016
Antidilutive stock options excluded from dilutive share calculation0.1



Antidilutive options are excluded from the calculation because they decrease the number of diluted shares outstanding under the treasury stock method. Antidilutive stock options are generally outstanding options where the exercise price per share is greater than the weighted-average market price per share for our common shares for each period. The restricted stock awards, restricted stock units, and PSUsPRSUs that were antidilutive, as determined under the treasury stock method, were 0.2 million for 2021, immaterial for all years presented.2020 and 0.3 million for 2019.


A reconciliation of the number of weighted-average common shares outstanding used in the basic and diluted earnings per share computations is as follows:
(In thousands)202120202019
Weighted-average common shares outstanding:
Basic32,723 38,233 39,244 
  Dilutive effect of share-based awards632 834 107 
Diluted33,355 39,067 39,351 
(In thousands)201820172016
Weighted-average common shares outstanding:   
Basic40,809
42,818
45,316
  Dilutive effect of share-based awards153
482
658
Diluted40,962
43,300
45,974


Share Repurchase ProgramsRepurchases
On March 7, 2018,December 1, 2021, our Board of Directors authorized a share repurchase program providing for the repurchase of up to $100$250 million of our common shares (“20182021 Repurchase Program”Authorization”). Pursuant to the 2021 Repurchase Authorization, we may repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The 20182021 Repurchase Program was exhausted duringAuthorization has no scheduled termination date.

On August 27, 2020, our Board of Directors authorized the second quarterrepurchase of 2018. On June 5, 2018, we utilized the entire authorization under our 2018 Repurchase Programup to execute a $100$500 million accelerated share repurchase transaction (“ASR Transaction”), which reducedof our common shares outstanding by 2.4 million during(“2020 Repurchase Authorization”). Pursuant to the second2020 Repurchase Authorization, we may repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The 2020 Repurchase Authorization was exhausted in the third quarter of 2018.2021.



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The share repurchases under the 2020 Repurchase Authorization and 2021 Repurchase Authorization in 2021 were as follows:

Number of Shares RepurchasedAmount of Repurchased SharesRemaining Authorization
2021:(In thousands)(In thousands)(In thousands)
2020 Repurchase Authorization5,594 $327,167 $— 
2021 Repurchase Authorization2,064 90,575 159,425 
Total7,658 $417,742 $159,425 

Common shares acquired through repurchase programsauthorizations are held in treasury at cost and are available to meet obligations under equity compensation plans and for general corporate purposes.



In addition to shares repurchased under the repurchase authorizations, purchases of common shares reported in the consolidated statements of shareholders’ equity include shares repurchased to satisfy income tax withholdings associated with the vesting of share-based awards.

Dividends
The Company declared and paid cash dividends per common share during the periods presented as follows:
Dividends
Per Share
Amount DeclaredAmount Paid
2020:(In thousands)(In thousands)
First quarter$0.30 $11,905 $12,478 
Second quarter0.30 12,335 11,807 
Third quarter0.30 11,993 11,540 
Fourth quarter0.30 11,749 11,139 
Total$1.20 $47,982 $46,964 
2021:
First quarter$0.30 $11,206 $12,460 
Second quarter0.30 10,611 10,204 
Third quarter0.30 10,209 9,890 
Fourth quarter0.30 9,486 9,099 
Total$1.20 $41,512 $41,653 
 Dividends
Per Share
 Amount Declared Amount Paid
2017:  (In thousands) (In thousands)
First quarter$0.25
 $11,547
 $12,683
Second quarter0.25
 11,289
 10,872
Third quarter0.25
 11,007
 10,638
Fourth quarter0.25
 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 quarter0.30
 12,474
 12,141
Third quarter0.30
 12,321
 12,065
Fourth quarter0.30
 12,346
 12,016
Total$1.20
 $49,885
 $50,608


The amount of dividends declared may vary from the amount of dividends paid in a period based on certain instruments with restrictions on payment, including restricted stock awards,due to the vesting of restricted stock units and PSUs. performance share units, which accrue dividend equivalent rights that are paid when the award vests.The payment of future dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with applicable laws and agreements and any other factors deemed relevant by our Board of Directors.


NOTE 7 – SHARE-BASED PLANS


Our shareholders approved the Big Lots 20172020 Long-Term Incentive Plan (“20172020 LTIP”) in May 2017.June 2020. The 20172020 LTIP authorizes the issuance of incentive and nonqualified stock options, restricted stock, restricted stock units, deferred stock awards,units, performance shares, PSUs, performance units, stock appreciation rights, cash-based awards, and other share-based awards. We have issued restricted stock units and PSUs under the 20172020 LTIP. The number of common shares available for issuance under the 20172020 LTIP consists of an initial allocation of 5,500,0003,600,000 common shares plus any common shares subject to the 1,743,1161,360,943 outstanding awards as of January 28, 2017February 1, 2020 under the Big Lots 20122017 Long-Term Incentive Plan (“20122017 LTIP”) that, on or after January 28, 2017,February 1, 2020, cease for any reason to be subject to such awards (other than by reason of exercise or settlement). The Compensation Committee of our Board of Directors (“Committee”), which is charged with administering the 20172020 LTIP, has the authority to determine the terms of each award.



55

Our former equity compensation plan, the 20122017 LTIP, approved by our shareholders in May 2012, expired2017, was terminated on May 24, 2017.June 10, 2020. The 20122017 LTIP authorized the issuance of incentive and nonqualified stock options, restricted stock, restricted stock units, deferred stock awards, PSUs, stock appreciation rights, cash-based awards, and other share-based awards. We have issued nonqualified stock options, restricted stock, restricted stock units, PSUs, and PSUsPRSUs under the 20122017 LTIP. The Committee, which was charged with administering the 2012 LTIP, had the authority to determine the terms of each award. Nonqualified stock options granted to employees under the 2012 LTIP, the exercise price of which was not less than the fair market value of the underlying common shares on the grant date, generally expire on the earlier of: (1) the seven year term set by the Committee; or (2) one year following termination of employment, death, or disability. The nonqualified stock options generally vest ratably over a four-year period; however, upon a change in control, all awards outstanding automatically vest.

Our other former equity compensation plan, the 2005 LTIP, approved by our shareholders in May 2005, expired on May 16, 2012. The 2005 LTIP authorized the issuance of nonqualified stock options, restricted stock, and other award types. We issued only nonqualified stock options and restricted stock under the 2005 LTIP. The Committee, which was charged with administering the 2005 LTIP, had the authority to determine the terms of each award. Nonqualified stock options granted to employees under the 2005 LTIP, the exercise price of which was not less than the fair market value of the underlying common shares on the grant date, generally expire on the earlier of: (1) the seven year term set by the Committee; or (2) one year following termination of employment, death, or disability. The nonqualified stock options generally vest ratably over a four-year period; however, upon a change in control, all awards outstanding automatically vest.


Share-based compensation expense was $26.3$39.6 million, $27.8$26.2 million, and $33.0$13.1 million in 2018, 2017,2021, 2020, and 2016,2019, respectively.



Non-vested Restricted Stock
The following table summarizes the non-vested restricted stock awards and restricted stock units activity for fiscal years 2016, 2017,2019, 2020, and 2018:2021:
Number of SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at February 2, 2019483,182 $46.50 
Granted440,014 33.54 
Vested(202,101)46.26 
Forfeited(72,585)39.89 
Outstanding non-vested restricted stock at February 1, 2020648,510 $38.52 
Granted1,031,213 18.18 
Vested(308,797)40.65 
Forfeited(156,714)22.80 
Outstanding non-vested restricted stock at January 30, 20211,214,212 $22.71 
Granted255,071 68.71 
Vested(481,689)25.12 
Forfeited(78,307)28.19 
Outstanding non-vested restricted stock at January 29, 2022909,287 $33.87 

Number of SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at January 30, 2016785,149
$40.96
Granted261,792
45.62
Vested(252,156)42.03
Forfeited(23,264)43.63
Outstanding non-vested restricted stock at January 28, 2017771,521
$42.12
Granted205,819
51.16
Vested(368,408)42.84
Forfeited(19,089)44.02
Outstanding non-vested restricted stock at February 3, 2018589,843
$44.77
Granted354,457
45.38
Vested(413,261)42.60
Forfeited(47,857)44.49
Outstanding non-vested restricted stock at February 2, 2019483,182
$46.50


The non-vested restricted stock units granted in 2016, 20172019, 2020, and 20182021 generally vest, and are expensed, on a ratable basis over three years from the grant date of the award, if certaina threshold financial performance objectives areobjective is achieved and the grantee remains employed by us through the vesting dates.

The non-vested restricted stock awards granted to employees in 2013 have met the applicable threshold financial performance objective and vested in 2018.


Performance Share Units
In 2013, in connection with our former CEO's appointment, he was2021 and prior to 2020, we awarded 37,800 PSUs, which vested based on the achievement of share price performance goals and had a weighted average grant-date fair value per share of $34.68. In 2014, Mr. Campisi’s first two tranches for a total of 25,200 PSUs vested. In 2016, Mr. Campisi's third and final tranche of 12,600 PSUs vested.

In 2016, 2017, and 2018, we issued PSUs to certain members of management, which will vest if certain financial performance objectives are achieved over a three-yearthree-year performance period and the grantee remains employed by us through that performance period. At February 2, 2019, 744,331 non-vested PSUs were outstanding in the aggregate. The financial performance objectives for each fiscal year within the three-year performance period are generally approved by the Compensation Committee of our Board of Directors during the first quarter of the respective fiscal year.


As a result of the process used to establish the financial performance objectives, we will only meet the requirements of establishing a grant date for the PSUs when we communicate the financial performance objectives for the third fiscal year of the award to the award recipients, which will then trigger the service inception date, the fair value of the awards, and the associated expense recognition period. If we meet the applicable threshold financial performance objectives over the three-year performance period and the grantee remains employed by us through the end of the performance period, the PSUs will vest on the first trading day after we file our Annual Report on Form 10-K for the last fiscal year in the performance period.



In 2020, we awarded 413,022 PRSUs to certain members of senior management, which were subject to vesting based on the achievement of share price performance goals and a minimum service requirement of one year. The PRSUs had a contractual term of three years. Shares issued in connection with vested PRSUs are generally restricted from sale, transfer, or other disposition prior to the third anniversary of the grant date except under certain circumstances, including death, disability, or change in control. In 2021, based on attainment of the share price performance goals and fulfillment of the minimum service requirement, 339,568 PRSUs vested. At January 29, 2022, there were no PRSUs outstanding.



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We have begun, or expect to begin, recognizing expense related to PSUs as follows:
Issue YearOutstanding PSUs at
January 29, 2022
Actual Grant DateExpected Valuation (Grant) DateActual or Expected Expense Period
2019240,110 March 2021Fiscal 2021
2021174,904 March 2023Fiscal 2023
Total415,014 
Issue YearOutstanding PSUs at
February 2, 2019
Actual Grant DateExpected Valuation (Grant) DateActual or Expected Expense Period
2016282,083
March 2018 Fiscal 2018
2017222,323

March 2019Fiscal 2019
2018239,925

March 2020Fiscal 2020
Total744,331
   


The number of shares to be distributed upon vesting of the PSUs depends on our average performance attained during the three-year performance period as compared to the targets defined by the Compensation Committee, and may result in the distribution of an amount of shares that is greater or less than the number of PSUs granted, as defined in the award agreement. The PSUs issued in 2015 performed above the average targets and more shares were distributed than initially granted. The PSUs issued in 2016 performed below the average targets and fewer shares will be distributed than outstanding at February 2, 2019. At February 2, 2019,January 29, 2022, we estimate the attainment of an average performance that is lesssubstantially greater than the average targets established for the PSUs issued in 2017.2019. In 2018, 2017,2021, 2020, and 2016,2019, we recognized $14.9$25.2 million, $15.4$14.2 million and $17.5$1.2 million, respectively, in share-based compensation expense related to PSUs.PSUs and PRSUs.


The following table summarizes the activity related to PSUs and PRSUs for fiscal years 2016, 2017,2019, 2020, and 2018:2021:
Number of SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding PSUs and PRSUs at February 2, 2019282,083 $55.67 
Granted217,518 31.89 
Vested(282,083)55.67 
Forfeited(35,596)31.89 
Outstanding PSUs and PRSUs at February 1, 2020181,922 $31.89 
Granted580,285 24.53 
Vested(181,062)31.89 
Forfeited(107,114)25.56 
Outstanding PSUs and PRSUs at January 30, 2021474,031 $24.31 
Granted263,787 70.24 
Vested(474,031)24.31 
Forfeited(23,677)70.24 
Outstanding PSUs and PRSUs at January 29, 2022240,110 $70.24 
 PSUs, excluding 2013 CEO PSUs
 Number of SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding PSUs at January 30, 2016
$
Granted379,794
41.04
Vested

Forfeited(19,437)41.04
Outstanding PSUs at January 28, 2017360,357
$41.04
Granted259,042
51.49
Vested(360,357)41.04
Forfeited(9,718)51.49
Outstanding PSUs at February 3, 2018249,324
$51.49
Granted337,421
55.67
Vested(249,324)51.49
Forfeited(55,338)46.31
Outstanding PSUs at February 2, 2019282,083
$55.67


Board of Directors'Directors’ Awards
In 2016, we granted to each non-employee member of our Board of Directors a restricted stock award. In 20182019 and 2017,2020, we granted (1) the chairman of our Board of Directors an annual restricted stock unit award having a grant date fair value of approximately $200,000,$210,000, and (2) the remaining non-employeesnon-employee directors an annual restricted stock unit award having a grant date fair value of approximately $135,000.$145,000. In 2021, we granted (1) the chairman of our Board of Directors an annual restricted stock unit award having a grant date fair value of approximately $245,000, and (2) the remaining non-employee directors an annual restricted stock unit award having a grant date fair value of approximately $145,000. These awards vest on the earlier of (1) the trading day immediately preceding the next annual meeting of our shareholders following the grant of such awards or (2) the death or disability of the grantee. However, the non-employee directors will forfeit their restricted stock units will not vest if their service on the non-employee director ceases to serve on our Board of Directorsterminates before either vesting event occurs. Additionally, we allow our non-employee directors to defer all or a portion of their restricted stock unit award and by such election, the non-employee director can defer receipt of the restricted stock units until the earlier of the first to occur of;of: (1) the specified date by the non-employee director in the deferral agreement, (2) the non-employee director’s death or disability, or (3) the date the non-employee director ceases to serve as a member of the Board of Directors.



Stock Options
The following table summarizes information about our stock options outstanding and exercisable at February 2, 2019:
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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 ExercisableWeighted-Average Exercise Price
           
$30.01
 $40.00
 160,001
 1.1$35.62
 160,001
$35.62
$40.01
 $50.00
 77,500
 0.143.85
 77,500
43.85
    237,501
 0.8$38.30
 237,501
$38.30


Number of OptionsWeighted Average Exercise Price Per ShareWeighted Average Remaining Contractual Term (years)Aggregate Intrinsic Value (000's)
Outstanding stock options at January 30, 20161,174,902
$38.26
  
Exercised(572,727)37.81
  
Forfeited(12,500)35.83
  
Outstanding stock options at January 28, 2017589,675
$38.75
  
Exercised(304,049)38.51
  
Forfeited(5,000)36.93
  
Outstanding stock options at February 3, 2018280,626
$39.04
  
Exercised(43,125)43.11
  
Forfeited

  
Outstanding stock options at February 2, 2019237,501
$38.30
0.8$5
Vested or expected to vest at February 2, 2019237,501
$38.30
0.8$5
Exercisable at February 2, 2019237,501
$38.30
0.8$5

The stock options granted in prior years vested in equal amounts on the first four anniversaries of the grant date and have a contractual term of seven years.

During 2018, 2017,2021, 2020, and 2016,2019, the following activity occurred under our share-based compensation plans:
(In thousands)202120202019
Total intrinsic value of stock options exercised$— $161 $42 
Total fair value of restricted stock vested31,954 7,102 6,452 
Total fair value of PSU and PRSUs vested$37,387 $924 $9,849 
(In thousands)201820172016
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


The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs issued in 2017 and 2018,2021, at February 2, 2019January 29, 2022 was approximately $13.2$17.4 million. This compensation cost is expected to be recognized through October 2021January 2025 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.8 years from February 2, 2019.January 29, 2022.



NOTE 8 – EMPLOYEE BENEFIT PLANS

Pension Benefits
In prior years, we maintained the Pension Plan and Supplemental Pension Plan covering certain employees whose hire date was on or before April 1, 1994. Benefits under each plan were based on credited years of service and the employee’s compensation during the last five years of employment.

On October 31, 2015, our Board of Directors approved amendments to freeze benefits and terminate the Pension Plan. The Pension Plan discontinued accruing benefits on December 31, 2015, and the termination was effective January 31, 2016. On December 2, 2015, our Board of Directors approved amendments to freeze benefits and terminate the Supplemental Pension Plan. The Supplemental Pension Plan discontinued accruing benefits on December 31, 2015, and the termination was effective December 31, 2015. During 2016, we completed the termination proceedings for the Pension Plan, including seeking and receiving a favorable IRS determination letter, conducting a lump sum offering to our active and terminated vested participants, and conducting an insurance placement for the annuity purchasers. Additionally, we funded the Pension Plan and reduced our liability thereunder to zero. In January 2017, we completed the termination proceedings for the Supplemental Pension Plan and paid all accrued balances to participants through lump sum settlements.

The components of net periodic pension expense were comprised of the following:
(In thousands)2016
Interest cost on projected benefit obligation$879
Expected investment return on plan assets(1,536)
Amortization of actuarial loss2,241
Settlement loss24,483
Net periodic pension cost$26,067

The weighted-average assumptions used to determine net periodic pension expense were:
2016
Discount rate1.2%
Expected long-term rate of return2.8%

Savings Plans
We have a savings plan with a 401(k) deferral feature and a nonqualified deferred compensation plan with a similar deferral feature for eligible employees. We contribute a matching percentage of employee contributions. Our matching contributions are subject to Internal Revenue Service (“IRS”) regulations. For 2018, 2017, and 2016, we expensed $8.5 million, $7.7 million, and $6.6 million, respectively, related to our matching contributions. In connection with our nonqualified deferred compensation plan, we had liabilities of $31.8 million and $33.4 million at February 2, 2019 and February 3, 2018, respectively, which are recorded in other liabilities.
NOTE 9 – INCOME TAXES

On December 22, 2017, the President of the United States signed into law legislation commonly referred to as the Tax Cut and Jobs Act (“TCJA”). The legislation significantly changed U.S. tax law, including permanently lowering the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018, expanding the disallowance of deductions for executive compensation and accelerating tax depreciation for certain assets placed in service after September 27, 2017.



The provision for income taxes was comprised of the following:
(In thousands)202120202019
Current:
U.S. Federal$26,888 $206,883 $15,495 
U.S. State and local8,138 60,947 7,215 
Total current tax expense35,026 267,830 22,710 
Deferred:
U.S. Federal13,651 (40,848)48,613 
U.S. State and local5,356 (11,567)3,761 
Total deferred tax expense19,007 (52,415)52,374 
Income tax provision$54,033 $215,415 $75,084 
(In thousands)201820172016
Current:   
U.S. Federal$35,025
$63,743
$87,521
U.S. State and local10,341
9,201
13,122
Total current tax expense45,366
72,944
100,643
Deferred:   
U.S. Federal5,300
28,336
(7,965)
U.S. State and local53
4,242
(1,207)
Total deferred tax expense5,353
32,578
(9,172)
Income tax provision$50,719
$105,522
$91,471

In 2017, we estimated the effects of the corporate income tax rate reduction on our net deferred tax assets resulting in the provisional recognition of an additional $4.5 million of income tax expense in our consolidated statement of operations.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. As noted above, we recorded the provisional tax impacts of the TCJA on existing current and deferred tax amounts in 2017. The ultimate impact differed from those provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions we made, and additional regulatory guidance that was issued. During the third quarter of 2018, we made approximately $0.6 million in adjustments to our previously recorded provisional amounts related to the TCJA. During the fourth quarter of 2018, we finalized our estimate related to the TCJA and the adjustment was immaterial.

Net deferred tax assets fluctuated by items that are not reflected in deferred tax expense in the above table in 2017 and 2016. In 2017, net deferred tax assets increased by $0.1 million as a result of ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Net deferred tax assets decreased by $10.4 million in 2016, principally from pension-related charges recorded in accumulated other comprehensive loss.


Reconciliation between the statutory federal income tax rate and the effective income tax rate was as follows:
202120202019
Statutory federal income tax rate21.0 %21.0 %21.0 %
Effect of:
State and local income taxes, net of federal tax benefit4.6 4.6 2.7 
Executive compensation limitations - permanent difference1.8 0.2 0.4 
Work opportunity tax and other employment tax credits(1.4)(0.3)(0.8)
Excess tax (benefit) detriment from share-based compensation(2.3)0.2 0.4 
Other, net(0.4)(0.2)(0.1)
Effective income tax rate23.3 %25.5 %23.6 %
 201820172016
Statutory federal income tax rate21.0 %33.7 %35.0 %
Effect of:   
State and local income taxes, net of federal tax benefit4.0
3.0
3.2
Executive compensation limitations - permanent difference0.7


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 compensation0.4
(1.3)
Other, net
(0.2)0.3
Effective income tax rate24.4 %35.7 %37.4 %

Since the TCJA rate reduction was effective on January 1, 2018, our 2017 federal statutory tax rate was a blended rate of 33.7%.

In 2017, we adoptedASU 2016-09. Prior to the adoption of ASU 2016-09, differences between the tax deduction ultimately realized from an equity award and the deferred tax asset recognized as compensation cost were generally credited (“excess tax benefits”) or charged (“deficiencies”) to equity. Under ASU 2016-09, all tax effects of share-based compensation, including excess tax benefits and tax deficiencies, are recognized in income tax expense. In 2018, we recognized net tax deficiencies which increased income tax expense by $1.0 million. In 2017, we recognized net excess tax benefits which reduced income tax expense by $4.3 million.



Income tax payments and refunds were as follows:
(In thousands)202120202019
Income taxes paid$111,206 $217,308 $29,375 
Income taxes refunded(546)(1,522)(2,313)
Net income taxes paid$110,660 $215,786 $27,062 


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(In thousands)201820172016
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
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Deferred taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax, including income tax uncertainties. Significant components of our deferred tax assets and liabilities were as follows:
(In thousands)January 29, 2022January 30, 2021
Deferred tax assets:
Lease liabilities, net of lease incentives$474,584 $449,058 
Depreciation and fixed asset basis differences40,302 37,117 
Sale and leaseback financing liability33,508 32,263 
Uniform inventory capitalization22,734 24,050 
Workers’ compensation and other insurance reserves22,097 20,692 
Compensation related12,703 20,171 
Accrued payroll taxes related to CARES Act4,674 9,367 
Accrued state taxes2,557 4,045 
State tax credits, net of federal tax benefit2,285 2,470 
Accrued operating liabilities2,145 4,011 
Other13,740 14,500 
Valuation allowances, net of federal tax benefit(2,093)(2,105)
Total deferred tax assets629,236 615,639 
Deferred tax liabilities:
Right-of-use assets, net of amortization441,786 421,801 
Accelerated depreciation and fixed asset basis differences120,224 111,427 
Synthetic lease obligation38,582 34,438 
Deferred gain on like-kind exchange14,476 14,809 
Lease construction reimbursements8,333 9,216 
Prepaid expenses5,143 4,539 
Workers’ compensation and other insurance reserves4,493 3,591 
Other6,639 7,251 
Total deferred tax liabilities639,676 607,072 
Net deferred tax (liabilities) assets$(10,440)$8,567 
(In thousands)February 2, 2019February 3, 2018
Deferred tax assets:  
Workers’ compensation and other insurance reserves$20,841
$21,106
Uniform inventory capitalization18,454
13,591
Compensation related17,218
14,308
Accrued rent16,208
15,292
Depreciation and fixed asset basis differences10,497
8,435
State tax credits, net of federal tax benefit3,856
4,246
Accrued state taxes3,416
3,749
Accrued operating liabilities1,316
537
Other11,767
11,623
Valuation allowances, net of federal tax benefit(2,940)(2,311)
Total deferred tax assets100,633
90,576
Deferred tax liabilities:  
Accelerated depreciation and fixed asset basis differences66,016
51,310
Lease construction reimbursements13,917
11,542
Prepaid expenses4,285
5,559
Workers’ compensation and other insurance reserves2,477
2,424
Other5,305
5,755
Total deferred tax liabilities92,000
76,590
Net deferred tax assets$8,633
$13,986


Our deferred tax assets and deferred tax liabilities, netted by tax jurisdiction, are summarized in the table below:
(In thousands)January 29, 2022January 30, 2021
U.S. Federal$(21,413)$(7,762)
U.S. State and local10,973 16,329 
Net deferred tax (liabilities) assets$(10,440)$8,567 

We have the following income tax loss and credit carryforwards at February 2, 2019January 29, 2022 (amounts are shown net of tax excluding the federal income tax effect of the state and local items):
(In thousands)
U.S. State and local:
State net operating loss carryforwards$28 Expires predominately during fiscal year 2041
California enterprise zone credits2,748 Predominately expires fiscal year 2023
Other state credits144 Expires fiscal years through 2025
Total income tax loss and credit carryforwards$2,920 


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(In thousands)    
U.S. State and local:    
State net operating loss carryforwards$15
Expires fiscal years 2020
California enterprise zone credits4,566
Predominately expires fiscal year 2023
Other state credits315
Expires fiscal years through 2025
Total income tax loss and credit carryforwards$4,896
   
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The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for 2018, 2017,2021, 2020, and 2016:2019:
(In thousands)202120202019
Unrecognized tax benefits - beginning of year$9,465 $10,760 $11,986 
Gross increases - tax positions in current year410 728 976 
Gross increases - tax positions in prior period1,864 745 1,031 
Gross decreases - tax positions in prior period(1,039)(1,871)(2,333)
Settlements(125)(20)(484)
Lapse of statute of limitations(713)(877)(416)
Unrecognized tax benefits - end of year$9,862 $9,465 $10,760 
(In thousands)201820172016
Unrecognized tax benefits - beginning of year$11,673
$13,121
$13,772
Gross increases - tax positions in current year1,649
361
822
Gross increases - tax positions in prior period1,025
1,329
171
Gross decreases - tax positions in prior period(1,827)(1,385)(80)
Settlements403
(319)(236)
Lapse of statute of limitations(937)(1,434)(1,328)
Unrecognized tax benefits - end of year$11,986
$11,673
$13,121


At the end of 20182021 and 2017,2020, the total amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate is $9.4$7.2 million and $9.2$7.1 million, respectively, after considering the federal tax benefit of state and local income taxes of $1.8$1.5 million and $2.1$1.3 million, respectively. Unrecognized tax benefits of $0.8$1.3 million and $0.6$1.1 million in 20182021 and 2017,2020, respectively, relate to tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The uncertain timing items could result in the acceleration of the payment of cash to the taxing authority to an earlier period.


We recognized an expense (benefit) associated with interest and penalties on unrecognized tax benefits of approximately $(0.7)$(1.1) million, $0.1$(0.4) million, and $0.2$(1.1) million during 2018, 2017,2021, 2020, and 2016,2019, respectively, as a component of income tax expense. The amount of accrued interest and penalties recognized in the accompanying consolidated balance sheets at February 2, 2019January 29, 2022 and February 3, 2018January 30, 2021 was $5.4$2.8 million and $6.1$3.9 million, respectively.


We are subject to U.S. federal income tax, and income tax of multiple state and local jurisdictions. The statute of limitations for assessments on our federal income tax returns for periods prior to 20152018 has lapsed. In addition, the state income tax returns filed by us are subject to examination generally for periods beginning with 2006, although state income tax carryforward attributes generated prior to 2006 and non-filing positions may still be adjusted upon examination. We have various state returns in the process of examination or administrative appeal. After acquiring Canadian operations on July 18, 2011 and prior to dissolution on June 10, 2014, we also were subject to Canadian and provincial taxes. Generally, the time limit for reassessing returns for Canadian and provincial income taxes for periods prior to the fiscal year ended February 2, 2013 have lapsed.


We have estimated the reasonably possible expected net change in unrecognized tax benefits through February 1, 2020,January 28, 2023, based on expected cash and noncash settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations for unrecognized tax benefits. The estimated net decrease in unrecognized tax benefits for the next 12 months is approximately $4.0 million. Actual results may differ materially from this estimate.


NOTE 109 – COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

Shareholder and Derivative Matters
On May 21, May 22 and July 2, 2012, three shareholder derivative lawsuits were filed in the U.S. District Court for the Southern District of Ohio against us and certain of our current and former outside directors and executive officers. The lawsuits were consolidated, and, on August 13, 2012, plaintiffs filed a consolidated complaint captioned In re Big Lots, Inc. Shareholder Litigation , No. 2:12-cv-00445 (S.D. Ohio) (the “Consolidated Derivative Action”). The consolidated complaint asserted various claims under Ohio law, including for breach of fiduciary duty. On October 18, 2013, a different shareholder filed an additional derivative lawsuit captioned Brosz v. Fishman et al. , No. 1:13-cv-00753 (S.D. Ohio) (the “Brosz Action”), in the U.S. District Court for the Southern District of Ohio against us and each of the current and former outside directors and executive officers originally named in the 2012 shareholder derivative lawsuit. On December 29, 2016, the Court ordered that the Brosz Action be consolidated with the Consolidated Derivative Action. On December 14, 2017, the parties entered into a Stipulation and Agreement of Settlement and plaintiffs filed an Unopposed Motion for Preliminary Approval of Derivative Settlement with the Court. On August 28, 2018, the Court issued an Order granting final approval of the Settlement.


On July 9, 2012, a putative securities class action lawsuit captioned Willis, et al. v. Big Lots, Inc., et al., 2:12-cv-00604 (S.D. Ohio) was filed in the U.S. District Court for the Southern District of Ohio on behalf of persons who acquired our common shares between February 2, 2012 and April 23, 2012. Effective May 16, 2018, the parties executed a Stipulation of Settlement. On November 9, 2018, the Court issued an Order granting final approval of the Settlement. On November 9, 2018, the Court issued an Order granting final approval of the settlement.

In connection with the settlement of the Willis class action and the Consolidated Derivative Action, during the first quarter of 2018, we recorded a net charge of $3.5 million related to the expected cost of the settlements for the funds in excess of our insurance coverage. During the second quarter of 2018, the settlement associated with the Willis class action was paid into escrow and has since been released.

California Hazardous Materials Matter
On October 1, 2013, we received a subpoena from the District Attorney for the County of Alameda, State of California, seeking information concerning our handling of hazardous materials and hazardous waste in the State of California. We provided information and cooperated with the authorities from multiple counties and cities in California in connection with this matter. In the first quarter of 2016, we entered into settlement negotiations related to this matter. We settled this matter in the first quarter of 2017. During the first quarter of 2016, we recorded accruals totaling $4.7 million associated with pending legal and regulatory matters, including this matter related to hazardous materials and hazardous waste.

Tabletop Torches Matter
In 2013, we sold certain tabletop torch and citronella products manufactured by third parties. In August 2013, we recalled the tabletop torches and discontinued their sale in our stores. In 2014, we were named as a defendant in a number of lawsuits relating to these products alleging personal injuries suffered as a result of negligent shelving and pairing of the products, product design, manufacturing and marketing defects and/or breach of warranties. In the second quarter of 2015, we settled one of the lawsuits and settled another lawsuit in the third quarter of 2015. We settled an additional lawsuit in the first quarter of 2017. In the second quarter of 2017, we reached a settlement with the plaintiff in the final lawsuit. Additionally, we have brought a separate lawsuit in the United States District Court of Massachusetts against the company that tested the tabletop torch and an additional lawsuit in the United States District Court for the Southern District of Ohio against the third-party manufacturers and the company that tested the tabletop torch. In the second quarter of 2017, we reached a settlement in principle with our primary and excess insurance carriers.  In the third quarter of 2017, we finalized the settlement with our insurance carriers and collected the associated settlement funds, which resulted in a $3.0 million gain. In addition, our excess insurance carrier has negotiated a settlement with each of the third-party manufacturers and the company that tested the tabletop torch. All pending actions have now been dismissed. During the second quarter of 2015, we recorded a $4.5 million charge related to these matters.


California Wage and Hour Matters
We currently are defending five purportedseveral wage and hour class actionsmatters in California, including several that have been brought since January 2018.California. The cases were brought by various current and/or former California associates alleging various violations of California wage and hour laws. Upon further consideration of these matters, including outcomes of cases against other retailers, during the first quarter of 2019, we determined a loss from these matters was probable and we increased our accrual for litigation by recording a $7.3 million charge as our best estimate for these matters in aggregate. Since the end of the first quarter of 2019, we have settled and/or reached settlement agreements, including final approval by the courts, in each wage and hour class action that was pending against the Company and a substantial portion of the amount accrued in the first quarter of 2019 has been paid. We intend to defend ourselves vigorously against the allegations levied in thesethe remaining individual and representative lawsuits. While a loss from these lawsuits is reasonably possible, at this time, we cannot reasonably estimateWe believe the amount of any loss that may result or whether the lawsuits will have a material adverse effect on our financial condition, results of operation or cash flows.existing accrual for litigation remains appropriate.


Other Matters
We are involved in other legal actions and claims arising in the ordinary course of business. We currently believe that each such action and claim will be resolved without a material effect on our financial condition, results of operations, or liquidity. However, litigation involves an element of uncertainty. Future developments could cause these actions or claims to have a material effect on our financial condition, results of operations, and liquidity.


We are self-insured for certain losses relating to property, general liability, workers'workers’ compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is paid by employees, and we have purchased stop-loss coverage in order to limit significant exposure in these areas. Accrued insurance liabilities are actuarially determined based on
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claims filed and estimates of claims incurred but not reported. We use letters of credit, which amounted to $55.9$31.5 million at February 2, 2019,January 29, 2022, as collateral to back certain of our self-insured losses with our claims administrators.



At January 29, 2022, our noncancellable commitments were immaterial.
We have purchase obligations
NOTE 10 - GAIN ON SALE OF DISTRIBUTION CENTER

In the second quarter of 2020, we completed sale and leaseback transactions for outstanding purchase ordersour distribution centers located in Columbus, OH; Durant, OK; Montgomery, AL; and Tremont, PA. The aggregate sale price for merchandise issuedthe transactions was $725.0 million. Due to sale-leaseback accounting requirements, the proceeds received in the ordinary coursetransactions were allocated between proceeds on the sale of our business that are valued at $401.4 million, the entiretydistribution centers and financing proceeds. Accordingly, aggregate net proceeds, before income taxes, on the sales 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. We paid $10.5 million, $11.0the distribution centers were $586.9 million and $18.2 million related to these commitments during 2018, 2017, and 2016, respectively. We are not required to meet any periodic minimum purchase requirements under this commitment. The term of the commitment extends until the purchase requirement is satisfied, which we anticipated will occur in the first quarter of 2019. We have additional purchase obligations in the amount of $338.9 million primarily related to distribution and transportation, information technology, print advertising, energy procurement, and other store security, supply, and maintenance commitments.

NOTE 11 – DERIVATIVE INSTRUMENTS

In the first quarter of 2015, our Board of Directors authorized our management to enter into derivative instruments designed to mitigate certain risks; and we entered into collar contracts to mitigate our risk associated with market fluctuations in diesel fuel prices. These contracts are used strictly to limit our risk exposure and not as speculative transactions. Our derivative instruments associated with diesel fuel do not meet the requirements for cash flow hedge accounting. Therefore, our derivative instruments associated with diesel fuel will be marked-to-market to determine their fair value, and the associated gains and losses will be recognized currently in other income (expense) on our consolidated statements of operations.

Our outstanding derivative instrument contracts were comprised of the following:
(In thousands)February 2, 2019February 3, 2018
Diesel fuel collars (in gallons)7,2003,600
The fair value of our outstanding derivative instrument contracts was as follows:
(In thousands) Assets (Liabilities)
Derivative InstrumentBalance Sheet LocationFebruary 2, 2019February 3, 2018
Diesel fuel collarsOther current assets$523
$312
 Other assets203
262
 Accrued operating expenses(586)(77)
 Other liabilities(825)(107)
Total derivative instruments $(685)$390

The effect of derivative instrumentsaggregate gain on the consolidated statementssales was $463.1 million. Additionally, we incurred $4.0 million of operations was as follows:
(In thousands) Amount of Gain (Loss)
Derivative InstrumentStatements of Operations Location201820172016
Diesel fuel collars    
RealizedOther income (expense)$455
$(756)$(2,299)
UnrealizedOther income (expense)(1,075)1,398
3,657
Total derivative instruments $(620)$642
$1,358

The fair values of our derivative instruments are determined using observable inputs from commonly quoted markets. These fair value measurements are classified as Level 2 within the fair value hierarchy.


NOTE 12 – COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the components of accumulated other comprehensive loss, net of tax, during 2016:
(In thousands)2016
Beginning of Period$(15,977)
Other comprehensive income before reclassifications(185)
Amounts reclassified from accumulated other comprehensive loss16,162
  Net period change15,977
End of Period

The amounts reclassified from accumulated other comprehensive loss associated with our pension plans have been reclassified toadditional selling and administrative expenses in connection with the transaction, which primarily consisted of consulting services. The remainder of consideration received was financing liability proceeds of $134.0 million. The current portion of the financing liability was recorded in accrued operating expenses in our statementsconsolidated balance sheets. The noncurrent portion of operations. Please see note 8the financing liability was recorded in other liabilities in our consolidated balance sheets. Interest expense will be recognized on the financing liability using the effective interest method and the financing liability will be accreted over the duration of the lease agreements. Future payments to the buyer-lessor will be allocated between the financing liability and the lease liabilities. See Note 5 to the accompanying consolidated financial statements for further information on our pension plans.the lease agreements.

NOTE 13 - SALE OF REAL ESTATE


In January 2017,the third quarter of 2019, we sold real propertycompleted the sale of our distribution center located in California, on a componentRancho Cucamonga, CA. Net proceeds from the sale of which we operated a store, for $4.6 million. Basedthe distribution center were $190.3 million and our gain on the terms of the transaction, we recognized a pre-tax gain of $3.8 million during the fourth quarter of 2016.sale was $178.5 million.



NOTE 1411 – BUSINESS SEGMENT DATA


We use the following seven merchandise categories, which matchare consistent with our internal management and reporting of merchandise net sales: Furniture, Seasonal,Food; Consumables; Soft Home, Food, Consumables,Home; Hard Home,Home; Furniture; Seasonal; and Apparel, Electronics, Toys, & Accessories. The Furniture category includes our upholstery, mattress, case goods, and ready-to-assemble departments. The Seasonal category includes our Christmas trim, lawn & garden, summer, and other holiday departments. The Soft Home category includes our fashion bedding, utility bedding, bath, window, decorative textile, home organization, area rugs, home décor, and frames departments.Other. The Food category includes our beverage & grocery, candy & snacks,grocery; specialty foods; and specialty foodspet departments. The Consumables category includes our health, beauty and cosmetics, plastics, paper,cosmetics; plastics; paper; and chemical departments. The Soft Home category includes our home décor; frames; fashion bedding; utility bedding; bath; window; decorative textile; and petarea rugs departments. The Hard Home category includes our small appliances,appliances; table top,top; food preparation, stationery, greeting cards,preparation; stationery; home maintenance; home organization; and home maintenancetoys departments. The Furniture category includes our upholstery; mattress; ready-to-assemble; and case goods departments. The Seasonal category includes our lawn & garden; summer; Christmas; and other holiday departments. The Apparel, Electronics, & Other department includes our apparel; electronics; jewelry; hosiery; and candy & snacks departments, as well as the assortments for The Lot and Queue Line.

In 2021 we realigned our merchandise categories and renamed our Electronics, Toys, & Accessories category includes our electronics, toys, jewelry, and hosiery departments.

We periodically assess, and potentially enact minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category as Apparel, Electronics, & Other. See the reclassifications section of Note 1 to the consolidated financial statements for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.further discussion.


The following table presents net sales data by merchandise category:
(In thousands)202120202019
Furniture$1,684,393 $1,736,932 $1,427,129 
Seasonal954,165 815,378 773,720 
Soft Home822,559 887,743 721,840 
Food746,415 823,420 780,970 
Hard Home675,041 700,186 589,332 
Consumables665,732 737,630 624,145 
Apparel, Electronics, & Other602,298 497,897 406,044 
Net sales$6,150,603 $6,199,186 $5,323,180 

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(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



NOTE 1512SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)RESTRUCTURING COSTS


Summarized fiscal quarterly financial data for 2018In March 2019, we announced a transformational restructuring initiative, referred to as “Operation North Star,” to both drive growth in our net sales and 2017 is as follows:
Fiscal Year 2018FirstSecondThirdFourthYear
(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 margin511,958
491,419
459,174
659,344
2,121,895
Net income31,239
24,164
(6,556)108,047
156,894
      
Earnings per share:     
Basic$0.74
$0.59
$(0.16)$2.70
$3.84
Diluted0.74
0.59
(0.16)2.68
3.83
      
Fiscal Year 2017FirstSecondThirdFourthYear
(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 margin524,275
492,500
443,626
682,041
2,142,442
Net income51,512
29,120
4,372
104,828
189,832
      
Earnings per share:     
Basic$1.16
$0.68
$0.10
$2.50
$4.43
Diluted1.15
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.
NOTE 16 – SUBSEQUENT EVENT

On March 6, 2019,reduce costs within our Boardbusiness. The goal of Directors authorized the repurchaseinitiative was to generate costs savings from this initiative through improved markdown and merchandise management, reduced management layers, optimization of up to $50.0 million ofstore labor, improved efficiencies in our common shares (“2019 Repurchase Program”). Pursuant to the 2019 Repurchase Program, we may repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditionssupply chain, and reduced central and other factors. Common shares acquired throughcosts. With the initial implementation of this initiative in 2019, Repurchase Program will be availablewe incurred upfront costs, including employee severance costs and consultancy fees, and made payments to meet obligations under our equity compensation plans and for general corporate purposes. The 2019 Repurchase Program has no scheduled termination date and will be funded with cash and cash equivalents, cash generated from operations or, if needed, by drawing onexecute the 2018 Credit Agreement.initiative of $38.3 million.



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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


None.


Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have each concluded that such disclosure controls and procedures were effective as of the end of the period covered by this report.


Management'sManagement’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for us. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.


Management assessed the effectiveness of our internal control over financial reporting as of February 2, 2019.January 29, 2022. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 Framework). Based on this assessment, management, including our Principal Executive Officer and Principal Financial Officer, concluded that we maintained effective internal control over financial reporting as of February 2, 2019.January 29, 2022.


Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on our internal control over financial reporting. The report appears in the Financial Statements and Supplementary Data section of this Form 10-K.


Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9B. Other Information


None.




Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections


Not applicable.
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Part III


Item 10. Directors, Executive Officers and Corporate Governance


The information contained under the captions “Proposal One: Election of Directors,” “Governance,” and “Stock Ownership” in our definitive Proxy Statement for our 2022 annual meeting of Shareholders to be held on May 30, 2019 ( “2019shareholders (“2022 Proxy Statement”), with respect to directors, shareholder nomination procedures, the code of ethics, the Audit Committee, our audit committee financial experts, and Section 16(a) beneficial ownership reporting compliance, is incorporated herein by reference in response to this item. The information contained in Part I of this Form 10-K under the caption “Supplemental Item. Information about our Executive Officers, of the Registrant,” with respect to executive officers, is incorporated herein by reference in response to this item.


In the “Investor Relations”“Investors” section of our website (www.biglots.com) under the “Corporate Governance” and “SEC Filings” captions, the following information relating to our corporate governance may be found: Corporate Governance Guidelines; charters of our Board of Directors’ Audit, Capital Allocation Planning, Compensation, and Nominating/Corporate Governance Committees, and our Public Policy and Environmental Affairs Committee; Code of Business Conduct and Ethics; Code of Ethics for Financial Officers; Chief Executive Officer and Chief Financial Officer certifications related to our SEC filings; the means by which shareholders may communicate with our Board of Directors; and transactions in our securities by our directors and executive officers. The Code of Business Conduct and Ethics applies to all of our associates, including our directors and our principal executive officer, principal financial officer, and principal accounting officer. The Code of Ethics for Financial Professionals applies to our Chief Executive Officer and all other Senior Financial Officers (as that term is defined therein) and contains provisions specifically applicable to the individuals serving in those positions. We intend to satisfy the requirement under Item 5.05 of Form 8-K regarding disclosure of any amendments to, and any waivers from, our Code of Business Conduct and Ethics (to the extent applicable to our directors and executive officers (including our principal executive officer, principal financial officer, and principal accounting officer)) and our Code of Ethics for Financial Professionals in the “Investor Relations”“Investors” section of our website (www.biglots.com) under the “Corporate Governance” caption. We will provide any of the foregoing information without charge upon written request to our Corporate Secretary addressed to our principal executive offices at 4900 E. Dublin-Granville Road, Columbus, Ohio 43081.


Item 11. Executive Compensation


The information contained under the caption “Governance” with respect to Compensation Committee interlocks and insider participation and under the captions “Director Compensation,” “Executive Compensation” and “Compensation Committee Report” in the 20192022 Proxy Statement is incorporated herein by reference in response to this item.



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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


Equity Compensation Plan Information
The following table summarizes information as of February 3, 2019,January 29, 2022, relating to our equity compensation plans pursuant to which our common shares may be issued.
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#)Weighted-average exercise price of outstanding options, warrants, and rights ($)Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
Plan Category(a)(b)(c)
Equity compensation plans approved by security holders1,324,301 (1)— (2)3,309,243 (3)
Equity compensation plans not approved by security holders— — — 
Total1,324,301 — (2)3,309,243 
(1)Includes performance share units and restricted stock units granted under the 2020 LTIP and the 2017 LTIP.
(2)The weighted average exercise price does not take into account the performance share units and the restricted stock units granted under the 2020 LTIP and 2017 LTIP.
(3)The common shares available for issuance under the 2020 LTIP are limited to 3,309,243 common shares. There are no common shares available for issuance under any of the other shareholder-approved plans.
  Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#) Weighted-average exercise price of outstanding options, warrants, and rights ($) 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 holders1,465,014
(1)(2)38.30
(3)4,708,009
(4)
Equity compensation plans not approved by security holders
 
 
 
Total1,465,014
 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 LTIP160,001
     
 2005 LTIP77,500
     
        
(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. 


The 2005 LTIP expired on May 16, 2012. The 2012 LTIP expired on May 24, 2017. The 2017 LTIP was approved in May 2017.2017 and was terminated in June 2020. The 2020 LTIP was approved in June 2020. See noteNote 7 to the accompanying consolidated financial statements.


The information contained under the caption “Stock Ownership” in the 20192022 Proxy Statement, with respect to the security ownership of certain beneficial owners and management, is incorporated herein by reference in response to this item.


Item 13. Certain Relationships and Related Transactions, and Director Independence


The information contained under the caption “Governance” in the 20192022 Proxy Statement, with respect to the determination of director independence and related person transactions, is incorporated herein by reference in response to this item.


Item 14. Principal AccountingAccountant Fees and Services


The information contained under the captions “Audit Committee Disclosure” in the 20192022 Proxy Statement, with respect to our audit and non-audit services pre-approval policy and the fees paid to our independent registered public accounting firm, Deloitte & Touche LLP, is incorporated herein by reference in response to this item.





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Part IV


Item 15. Exhibits and Financial Statement Schedules


Index to Consolidated Financial Statements, Financial Statement Schedules and Exhibits


(a)    Documents filed as part of this report:


(1)    Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Operations and Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Comprehensive IncomeShareholders Equity
Consolidated Balance Sheets
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements


All other financial statements not listed in the preceding index are omitted because they are not required or are not applicable or because the information required to be set forth therein either was not material or is included in the consolidated financial statements or notes thereto.


(2)    Financial Statement Schedules


All schedules are omitted because they are not required or are not applicable or because the information required to be set forth therein either was not material or is included in the consolidated financial statements or notes thereto.


(3)    Exhibits. Exhibits marked with an asterisk (*) are filed herewith. The Exhibit marked with two asterisks (**) is furnished electronically with this Annual Report. Certain portions of the exhibits marked with a pound sign (#) have been excluded from the exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of exhibits will be furnished upon written request and payment of our reasonable expenses in furnishing the exhibits. Exhibits 10.1 through 10.4610.24 are management contracts or compensatory plans or arrangements.


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).
Amended Code of Regulations of Big Lots, Inc. (incorporated herein by reference to Exhibit 3(b)4.3 to our Form 10-Q for the quarter ended May 5, 2001) (File No. 1-8897)S-8 dated June 10, 2020).
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).
Description of Big Lots, 2005 Long-Term Incentive Plan, as amended and restated effective May 27, 2010 (incorporatedInc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (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 10.134.2 to our Form 10-K for the year ended January 28, 2017)30, 2021).
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).
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Exhibit No.Document
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).
10.19Big 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 toForm of Big Lots Inc. Amended and Restated Director Stock Option2017 Long-Term Incentive Plan effective August 20, 2002Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10(d)10.1 to our Form 8-K dated April 3, 2020).
Big Lots 2020 Long-Term Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s definitive proxy statement on Schedule 14A relating to the 2020 Annual Meeting of Shareholders of the Registrant filed with the Commission on May 1, 2020 (File No. 1-8897)).
Form of Big Lots 2020 Long-Term Incentive Plan Restricted Stock Units Award Agreement for Non-Employee Directors (incorporated herein by reference to Exhibit 10.3 to our Form 10-Q for the quarter ended August 3, 2002 (File No. 1-8897))May 2, 2020).
Amendment toForm of Big Lots Inc. Amended2020 Long-Term Incentive Plan Restricted Stock Units Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 10-Q for the quarter ended May 2, 2020).
Form of Big Lots 2020 Long-Term Incentive Plan Deferral Election Form and Restated DirectorDeferred Stock Option Plan, effective March 5, 2008Unit Award Agreement for Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 to our Form 10-Q for the quarter ended May 3, 2008) (File No. 1-8897)2, 2020).
Form of OptionBig Lots 2020 Long-Term Incentive Plan Restricted Performance Share Units Award Agreement under(incorporated herein by reference to Exhibit 10.6 to our Form 10-Q for the quarter ended May 2, 2020).
Form of Big Lots Inc. Amended and Restated Director2020 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated March 9, 2021).
Form of Big Lots 2020 Long-Term Incentive Plan Restricted Stock OptionUnits Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated March 9, 2021).
Form of Big Lots 2020 Long-Term Incentive Plan Performance Share Units Award Agreement.
Big Lots 2019 Bonus Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated September 9, 2004) (File No. 1-8897)March 5, 2019).
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).
67

Exhibit No.Document
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.Settlement Agreement dated April 22, 2020, by and among Big Lots, Inc., Ancora Advisors, LLC, Ancora Merlin Institutional, LP, Ancora Merlin, LP, Ancora Catalyst Institutional, LP, Ancora Catalyst, LP, Ancora Catalyst SPV I LP, Ancora Catalyst SPV I SPC Ltd. - Segregated Portfolio C, Macellum Advisors GP, LLC, Macellum Management, LP, and Macellum Opportunity Fund LP. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated April 22, 2020).
Agreement for Purchase and Sale of Real Property, as amended, between Durant DC, LLC and BIGDUOK001 LLC relating to the registrant’s distribution center located in Durant, Oklahoma. (incorporated herein by reference to Exhibit 10.1 to our Form 10-Q for the quarter ended August 1, 2020).
Lease Agreement, as amended, between Big Lots Stores, Inc. and BIGCOOH002, LLC relating to the registrant’s distribution center located in Columbus, OH (incorporated herein by reference to Exhibit 10.1 to our Form 10-Q for the quarter ended October 31, 2020).
Second Amended and Restated Credit Agreement, dated September 22, 2021, by and among Big Lots, Inc. and Big Lots Stores, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated by reference to Exhibit 10.3 to our Form 10-Q for the quarter ended November 1, 2021).
Third Amendment to Operative Documents, dated September 22, 2021, by and among AVDC, Inc., as lessee, the guarantors thereto, Wachovia Service Corporation, as lessor, Wells Fargo Bank, N.A., as agent, and the lease participant parties thereto (incorporated by reference to Exhibit 10.2 to our Form 8-K dated September 27, 2021).
First Amendment to Second Amended and Restated Credit Agreement, dated December 16, 2021, by and among Big Lots, Inc. and Big Lots Stores, Inc., as borrowers, the Guarantors named therein, and the Banks named therein.
Subsidiaries.
Consent of Deloitte & Touche LLP.
Power of Attorney for Jeffrey P. Berger, James R. Chambers, Sandra Y. Campos, Sebastian J. DiGrande, Marla C. Gottschalk, Cynthia T. Jamison, Thomas A. Kingsbury, Christopher J. McCormick, Kimberley A. Newton, 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 Taxonomy Definition Linkbase Document
XBRL Taxonomy Presentation Linkbase Document
XBRL Taxonomy Labels Linkbase Document
XBRL Taxonomy Calculation Linkbase Document
101.SchXBRL Taxonomy Schema Linkbase Document
101.InsXBRL Taxonomy Instance Document.Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


Item 16. Form 10-K Summary


None.

68

Signatures


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 2nd29th day of April 2019.March 2022.


BIG LOTS, INC.
By: /s/ Bruce K. Thorn
Bruce K. Thorn
President and Chief Executive Officer
(Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 2rd29th day of April 2019.March 2022.


By: /s/ Bruce K. ThornBy: /s/ Timothy A. JohnsonJonathan E. Ramsden
Bruce K. ThornTimothy A. JohnsonJonathan E. Ramsden
President and Chief Executive OfficerExecutive Vice President, Chief Financial and Administrative Officer and Chief Financial Officer
(Principal Executive Officer)(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)
/s/ Jeffrey P. BergerSandra Y. Campos */s/ Thomas A. Kingsbury *
Sandra Y. CamposThomas A. Kingsbury
DirectorDirector
/s/ James R. Chambers */s/ Christopher J. McCormick *
James R. ChambersChristopher J. McCormick
DirectorDirector
/s/ Sebastian J. DiGrande */s/ Kimberly A. Newton *
Sebastian J. DiGrandeKimberley A. Newton
DirectorDirector
/s/ Marla C. Gottschalk */s/ Nancy A. Reardon *
Marla C. GottschalkNancy A. Reardon
DirectorDirector
/s/ Cynthia T. Jamison *
Jeffrey P. BergerCynthia T. Jamison
DirectorDirector
/s/ James R. Chambers */s/ Christopher J. McCormick *
James R. ChambersChristopher J. McCormick
DirectorDirector
/s/ Sebastian J. DiGrande */s/ Nancy A. Reardon *
Sebastian J. DiGrandeNancy A. Reardon
DirectorDirector
/s/ Marla C. Gottschalk */s/ Wendy L. Schoppert *
Marla C. GottschalkCynthia T. JamisonWendy L. Schoppert
DirectorDirector


*    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 1st day of March 2022, and filed herewith.

*
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 66h day of March 2019, and filed herewith.

By: /s/ Ronald A. Robins, Jr.
Ronald A. Robins, Jr.
Attorney-in-Fact


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