10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 5, 2018

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-8897

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)

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.

Yesþ     Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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).

Yesþ     Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,”  “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o     Noþ

The number of the registrant’s common shares, $0.01 par value, outstanding as of June 8, 2018, was 40,341,282.

BIG LOTS, INC.

FORM 10-Q

FOR THE FISCAL QUARTER ENDED MAY 5, 2018

TABLE OF CONTENTS

		Page
Part I.  Financial Information		2
Item 1.	Financial Statements	2
a)	Consolidated Statements of Operations and Comprehensive Income for the Thirteen Weeks Ended May 5, 2018 (Unaudited) and April 29, 2017 (Unaudited)	2
b)	Consolidated Balance Sheets at May 5, 2018 (Unaudited) and February 3, 2018 (Unaudited)	3
c)	Consolidated Statements of Shareholders’ Equity for the Thirteen Weeks Ended May 5, 2018 (Unaudited) and April 29, 2017 (Unaudited)	4
d)	Consolidated Statements of Cash Flows for the Thirteen Weeks Ended May 5, 2018 (Unaudited) and April 29, 2017 (Unaudited)	5
e)	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
Part II.  Other Information		22
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
Signature		23

1

Part I. Financial Information

Item 1. Financial Statements

BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(In thousands, except per share amounts)

	Thirteen Weeks Ended
	May 5, 2018			April 29, 2017
Net sales	$	1,267,983		$	1,294,970
Cost of sales (exclusive of depreciation expense shown separately below)	756,025			770,695
Gross margin	511,958			524,275
Selling and administrative expenses	438,092			415,972
Depreciation expense	28,529			28,595
Operating profit	45,337			79,708
Interest expense	(1,576		)	(1,009		)
Other income (expense)	508			(517		)
Income before income taxes	44,269			78,182
Income tax expense	13,030			26,670
Net income and comprehensive income	$	31,239		$	51,512
Earnings per common share
Basic	$	0.74		$	1.16
Diluted	$	0.74		$	1.15
Weighted-average common shares outstanding
Basic	42,113			44,361
Dilutive effect of share-based awards	105			367
Diluted	42,218			44,728
Cash dividends declared per common share	$	0.30		$	0.25

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

2

BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)

(In thousands, except par value)

	May 5, 2018			February 3, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	64,830		$	51,176
Inventories	849,627			872,790
Other current assets	137,714			98,007
Total current assets	1,052,171			1,021,973
Property and equipment - net	604,524			565,977
Deferred income taxes	21,335			13,986
Other assets	48,956			49,790
Total assets	$	1,726,986		$	1,651,726
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	342,185		$	351,226
Property, payroll, and other taxes	80,747			80,863
Accrued operating expenses	92,080			72,013
Insurance reserves	72,669			38,517
Accrued salaries and wages	23,019			39,321
Income taxes payable	25,612			7,668
Total current liabilities	636,312			589,608
Long-term obligations	174,000			199,800
Deferred rent	59,858			58,246
Insurance reserves	56,321			55,015
Unrecognized tax benefits	15,165			14,929
Other liabilities	96,218			64,541
Shareholders’ equity:
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued	—			—
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 42,338 shares and 41,925 shares, respectively	1,175			1,175
Treasury shares - 75,157 shares and 75,570 shares, respectively, at cost	(2,412,437		)	(2,422,396		)
Additional paid-in capital	613,621			622,550
Retained earnings	2,486,753			2,468,258
Total shareholders' equity	689,112			669,587
Total liabilities and shareholders' equity	$	1,726,986		$	1,651,726

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

3

BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity (Unaudited)
(In thousands)

	Common				Treasury					Additional Paid-In Capital			Retained Earnings
	Shares		Amount		Shares		Amount									Total
Balance - January 28, 2017	44,259		$	1,175	73,236		$	(2,291,379	)	$	617,516		$	2,323,318		$	650,630
Comprehensive income	—		—		—		—			—			51,512			51,512
Dividends declared ($0.25 per share)	—		—		—		—			—			(11,547		)	(11,547		)
Adjustment for ASU 2016-09	—		—		—		—			241			(146		)	95
Purchases of common shares	(992	)	—		992		(48,508		)	—			—			(48,508		)
Exercise of stock options	105		—		(105	)	3,289			583			—			3,872
Restricted shares vested	311		—		(311	)	9,741			(9,741		)	—			—
Performance shares vested	431		—		(431	)	13,523			(13,523		)	—			—
Share activity related to deferred compensation plan	—		—		—		(1		)	—			—			(1		)
Other	—		—		—		—			—			—			—
Share-based employee compensation expense	—		—		—		—			7,852			—			7,852
Balance - April 29, 2017	44,114		1,175		73,381		(2,313,335		)	602,928			2,363,137			653,905
Comprehensive income	—		—		—		—			—			138,320			138,320
Dividends declared ($0.75 per share)	—		—		—		—			—			(33,199		)	(33,199		)
Purchases of common shares	(2,445	)	—		2,445		(117,249		)	—			—			(117,249		)
Exercise of stock options	199		—		(199	)	6,370			1,470			—			7,840
Restricted shares vested	57		—		(57	)	1,821			(1,821		)	—			—
Performance shares vested	—		—		—		—			—			—			—
Share activity related to deferred compensation plan	—		—		—		(3		)	—			—			(3		)
Other	—		—		—		—			—			—			—
Share-based employee compensation expense	—		—		—		—			19,973			—			19,973
Balance - February 3, 2018	41,925		1,175		75,570		(2,422,396		)	622,550			2,468,258			669,587
Comprehensive income	—		—		—		—			—			31,239			31,239
Dividends declared ($0.30 per share)	—		—		—		—			—			(12,744		)	(12,744		)
Purchases of common shares	(247	)	—		247		(11,193		)	—			—			(11,193		)
Exercise of stock options	1		—		(1	)	20			—			—			20
Restricted shares vested	366		—		(366	)	11,736			(11,736		)	—			—
Performance shares vested	293		—		(293	)	9,391			(9,391		)	—			—
Share activity related to deferred compensation plan	—		—		—		—			—			—			—
Other	—		—		—		5			2			—			7
Share-based employee compensation expense	—		—		—		—			12,196			—			12,196
Balance - May 5, 2018	42,338		$	1,175	75,157		$	(2,412,437	)	$	613,621		$	2,486,753		$	689,112

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

4

BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)

	Thirteen Weeks Ended
	May 5, 2018			April 29, 2017
Operating activities:
Net income	$	31,239		$	51,512
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	26,056			26,030
Deferred income taxes	(7,349		)	1,544
Loss on disposition of equipment	201			4
Non-cash share-based compensation expense	12,196			7,852
Unrealized (gain) loss on fuel derivatives	(530		)	221
Change in assets and liabilities, excluding effect of foreign currency adjustments:
Inventories	23,163			22,569
Accounts payable	(9,041		)	(31,359		)
Current income taxes	19,742			24,848
Other current assets	(40,818		)	(4,816		)
Other current liabilities	36,606			(16,093		)
Other assets	932			(4,504		)
Other liabilities	4,488			7,646
Net cash provided by operating activities	96,885			85,454
Investing activities:
Capital expenditures	(31,015		)	(22,125		)
Cash proceeds from sale of property and equipment	62			115
Assets acquired under synthetic lease	(34,482		)	—
Other	(2		)	—
Net cash used in investing activities	(65,437		)	(22,010		)
Financing activities:
Net (repayments of) proceeds from borrowings under bank credit facility	(25,800		)	9,300
Payment of capital lease obligations	(924		)	(857		)
Dividends paid	(14,386		)	(12,683		)
Proceeds from the exercise of stock options	20			3,872
Payment for treasury shares acquired	(11,193		)	(48,508		)
Proceeds from synthetic lease	34,482			—
Other	7			(1		)
Net cash used in financing activities	(17,794		)	(48,877		)
Increase in cash and cash equivalents	13,654			14,567
Cash and cash equivalents:
Beginning of period	51,176			51,164
End of period	$	64,830		$	65,731

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

5

BIG LOTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

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

All references in this report to “we,” “us,” or “our” are to Big Lots, Inc. and its subsidiaries.  We are a community retailer in the United States (“U.S.”).  At May 5, 2018, we operated 1,415 stores in 47 states.  We make available, free of charge, through the “Investor Relations” 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 soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).  The contents of our websites are not part of this report.

The accompanying consolidated financial statements and these notes have been prepared in accordance with the rules and regulations of the SEC for interim financial information. The consolidated financial statements reflect all normal recurring adjustments which management believes are necessary to present fairly our financial condition, results of operations, and cash flows for all periods presented. The consolidated financial statements, however, do not include all information necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  Interim results may not necessarily be indicative of results that may be expected for, or actually result during, any other interim period or for the year as a whole.  We have historically experienced, and expect to continue to experience, seasonal fluctuations, with a larger percentage of our net sales and operating profit realized in our fourth fiscal quarter.  The accompanying consolidated financial statements and these notes should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018 (“2017 Form 10-K”).

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 2018 (“2018”) is comprised of the 52 weeks that began on February 4, 2018 and will end 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.  The fiscal quarters ended May 5, 2018 (“first quarter of 2018”) and April 29, 2017 (“first quarter of 2017”) were both comprised of 13 weeks.  

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 and debit cards, and overhead.  Our selling and administrative expense rates may not be comparable to those of other retailers that include warehousing, distribution, and outbound transportation costs in cost of sales.  Warehousing, distribution, and outbound transportation costs included in selling and administrative expenses were $42.9 million and $39.3 million for the first quarter of 2018 and the first quarter of 2017, respectively.

Advertising Expense

Advertising costs, which are expensed as incurred, consist primarily of television and print advertising, digital, internet or e-mail marketing and advertising, and in-store point-of-purchase signage and presentations.  Advertising expenses are included in selling and administrative expenses.  Advertising expenses were $22.0 million and $19.9 million for the first quarter of 2018 and the first quarter of 2017, respectively.

Derivative Instruments

We use derivative instruments to mitigate the risk of market fluctuations in the price of diesel fuel that we expect to consume to support our outbound transportation of inventory to our stores. 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 and comprehensive income.

6

Supplemental Cash Flow Disclosures

The following table provides supplemental cash flow information for the first quarter of 2018 and 2017:

	Thirteen Weeks Ended
(In thousands)	May 5, 2018		April 29, 2017
Supplemental disclosure of cash flow information:
Cash paid for interest, including capital leases	$	1,513	$	822
Cash paid for income taxes, excluding impact of refunds	1,071		609
Gross proceeds from borrowings under bank credit facility	387,300		365,100
Gross payments of borrowings under bank credit facility	413,100		355,800
Non-cash activity:
Assets acquired under capital leases	—		18
Accrued property and equipment	$	13,078	$	8,835

Reclassifications

Merchandise Categories

We periodically assess, and make 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 for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 either the modified or full retrospective method of adoption. However, the FASB recently issued Proposed ASU No. 2018-200, Leases (Topic 842), Targeted Improvements which would allow 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. The proposed ASU 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 would still adopt the new leases standard using a modified retrospective transition method, but 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 are currently evaluating the impact that this standard will have on our consolidated financial statements and which practical expedients to employ during adoption. We will not early adopt this standard.

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, we adopted the new standard on the retrospective method. The adoption had no impact on the timing of the recognition of our revenue or costs. The adoption did result in an immaterial adjustment 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 under the new standard. Additionally, we considered the disclosure requirements of the standard and determined that no additional disclosures were necessary.

7

NOTE 2 – BANK CREDIT FACILITY

On July 22, 2011, we entered into a $700 millionfive-year unsecured credit facility, which was first amended on May 30, 2013. On May 28, 2015, we entered into a second amendment of the credit facility that, among other things, extended its term to May 30, 2020 (as amended, the “2011 Credit Agreement”).

Borrowings under the 2011 Credit Agreement are available for general corporate purposes and working capital.  The 2011 Credit Agreement includes a $30 million swing loan sublimit and a $150 million letter of credit sublimit.  The interest rates, pricing and fees under the 2011 Credit Agreement fluctuate based on our debt rating.  The 2011 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 revolving loans made under the 2011 Credit Agreement.  The 2011 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.  A violation of any of the covenants could result in a default under the 2011 Credit Agreement that would permit the lenders to restrict our ability to further access the 2011 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2011 Credit Agreement.  At May 5, 2018, we had $174.0 million of borrowings outstanding under the 2011 Credit Agreement while $8.6 million was committed to outstanding letters of credit, leaving $517.4 million available under the 2011 Credit Agreement.  

NOTE 3 – FAIR VALUE MEASUREMENTS

In connection with our nonqualified deferred compensation plan, we had mutual fund investments of $32.6 million and $33.0 million at May 5, 2018 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.

The fair values of our long-term obligations 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, the carrying value of these instruments approximates their fair value.

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

NOTE 4 – SHAREHOLDERS’ EQUITY

Earnings per Share

There were no adjustments required to be made to the weighted-average common shares outstanding for purposes of computing basic and diluted earnings per share. At May 5, 2018, we excluded from securities outstanding for the computation of earnings per share both certain performance share units, as their performance conditions had not been attained as of May 5, 2018, and antidilutive stock options and restricted stock units. At April 29, 2017, there were no securities outstanding, which were excluded from the computation of earnings per share other than antidilutive stock options, restricted stock awards, restricted stock units, and performance share units.  The stock options outstanding that were antidilutive and excluded from the computation of diluted earnings per share were immaterial for both the first quarter of 2018 and the first quarter of 2017. Antidilutive stock options generally consist of outstanding stock options where the exercise price per share is greater than the weighted-average market price per share for our common shares for each period. Antidilutive stock options, restricted stock awards, restricted stock units and performance share units are excluded from the calculation because they decrease the number of diluted shares outstanding under the treasury stock method. The restricted stock awards, restricted stock units, and performance share units that were antidilutive, as determined under the treasury stock method, were 0.1 million for the first quarter of 2018 and 0.1 million for the first quarter of 2017.

8

Share Repurchase Programs

On March 7, 2018, our Board of Directors authorized a share repurchase program providing for the repurchase of $100 million of our common shares (“2018 Repurchase Program”). Pursuant to the 2018 Repurchase Program, we may repurchase common 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 2018 Repurchase Program will be available to meet obligations under our equity compensation plans and for general corporate purposes. The 2018 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 on the 2011 Credit Agreement.

During the first quarter of 2018, we did not acquire any common shares under the 2018 Repurchase Program.

Dividends

The Company declared and paid cash dividends per common share during the first quarter of 2018 as follows:

	Dividends Per Share		Amount Declared		Amount Paid
2018:			(In thousands)		(In thousands)
First quarter	$	0.30	$	12,744	$	14,386
Total	$	0.30	$	12,744	$	14,386

The amount of dividends declared may vary from the amount of dividends paid in a period due to the vesting of restricted stock awards, restricted stock units, and performance share units. 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 5 – SHARE-BASED PLANS

We have issued nonqualified stock options, restricted stock awards, restricted stock units, and performance share units under our shareholder-approved equity compensation plans.  Our restricted stock awards, restricted stock units, and performance share units, as described below and in note 7 to the consolidated financial statements in our 2017 Form 10-K, are expensed and reported as non-vested shares.  We recognized share-based compensation expense of $12.2 million and $7.9 million in the first quarter of 2018 and the first quarter of 2017, respectively.

Non-vested Restricted Stock

The following table summarizes the non-vested restricted stock awards and restricted stock units activity for the first quarter of 2018:

	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at February 3, 2018	589,843		$	44.77
Granted	212,456		47.36
Vested	(365,667	)	42.19
Forfeited	(26,597	)	43.51
Outstanding non-vested restricted stock at May 5, 2018	410,035		$	47.92

The non-vested restricted stock units granted in the first quarter of 2018 generally vest and are expensed on a ratable basis over three years from the grant date of the award, if certain threshold financial performance objectives are achieved and the grantee remains employed by us through the vesting dates.

9

The non-vested restricted stock awards granted in 2013 have met the threshold financial performance objective and vested in the first quarter of 2018.

Performance Share Units

In the first quarter of 2018, we issued performance share units (“PSUs”) to certain members of management, which vest if certain financial performance objectives are achieved over a three-year performance period and the grantee remains employed by us during that period. The financial performance objectives for each fiscal year within the three-year performance period are 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.

We have begun or expect to begin recognizing expense related to PSUs as follows:

Issue Year	Outstanding PSUs at May 5, 2018	Actual Grant Date	Expected Valuation (Grant) Date	Actual or Expected Expense Period
2015	2,194	March 2017		Fiscal 2017
2016	293,275	March 2018		Fiscal 2018
2017	233,770		March 2019	Fiscal 2019
2018	244,526		March 2020	Fiscal 2020
Total	773,765

The number of shares to be distributed upon vesting of the PSUs depends on the 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. During the first quarter of 2018, the PSUs issued in 2015 vested with an average performance attainment greater than the targets established. At May 5, 2018, we estimate the attainment of an average performance that is greater than the targets established for the PSUs issued in 2016. During the first quarters of 2018 and 2017, we recognized $8.6 million and $4.5 million in share-based compensation expense related to PSUs, respectively.

The following table summarizes the activity related to PSUs for the first quarter of 2018:

	Number of Units		Weighted Average Grant-Date Fair Value Per Share
Outstanding PSUs at February 3, 2018	249,324		$	51.49
Granted	337,421		55.67
Vested	(247,130	)	51.49
Forfeited	(44,146	)	43.94
Outstanding PSUs at May 5, 2018	295,469		$	55.64

10

Stock Options

The following table summarizes stock option activity for the first quarter of 2018:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (000's)
Outstanding stock options at February 3, 2018	280,626		$	39.04
Exercised	(625	)	31.76
Forfeited	—		—
Outstanding stock options at May 5, 2018	280,001		$	39.06	1.5	$	930
Vested or expected to vest at May 5, 2018	280,001		$	39.06	1.5	$	930
Exercisable at May 5, 2018	280,001		$	39.06	1.5	$	930

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

The following activity occurred under our share-based plans during the respective periods shown:

	First Quarter
(In thousands)	2018		2017
Total intrinsic value of stock options exercised	$	8	$	1,538
Total fair value of restricted stock vested	17,245		16,200
Total fair value of performance shares vested	$	12,683	$	21,026

The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs issued in 2017 and 2018, at May 5, 2018 was approximately $25.9 million.  This compensation cost is expected to be recognized through March 2021 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.7 years from May 5, 2018.

NOTE 6 – INCOME TAXES

In 2017, and in accordance with Staff Accounting Bulletin No. 118, we recorded the provisional tax impacts of the Tax Cut and Jobs Creation Act (“TCJA”) on then existing current and deferred tax amounts. During the first quarter ended May 5, 2018, we made no adjustments to previously recorded provisional amounts related to the TCJA.

We have estimated the reasonably possible expected net change in unrecognized tax benefits through May 4, 2019, based on (1) expected cash and noncash settlements or payments of uncertain tax positions, and (2) 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.

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NOTE 7 – CONTINGENCIES

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”), which generally alleged that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The consolidated complaint asserted claims under Ohio law for breach of fiduciary duty, unjust enrichment, misappropriation of trade secrets and corporate waste and sought declaratory relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses. Following the Court’s April 14, 2015 ruling on defendants’ motion to dismiss, plaintiffs filed an amended complaint on August 3, 2015, asserting a single claim for corporate waste against Jeffrey Berger, Steven Fishman, David Kollat, Brenda Lauderback, Philip Mallott, Russell Solt, and Dennis Tishkoff.

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. The plaintiff’s complaint generally alleged that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The complaint asserted claims under Ohio law for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste and misappropriation of trade secrets and sought damages, injunctive relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses. Following the Court’s April 14, 2015 ruling on defendants’ motion to dismiss, plaintiffs filed an amended complaint on August 17, 2015, asserting a single claim for corporate waste. 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 April 6, 2018, the Court issued an Order granting preliminary approval of the Settlement and setting a Fairness Hearing for July 26, 2018.

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. This lawsuit was filed against us, Lisa Bachmann, Mr. Cooper, Mr. Fishman and Mr. Haubiel. The complaint in the putative class action generally alleges that the defendants made statements concerning our financial performance that were false or misleading. The complaint asserted claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 and sought damages in an unspecified amount, plus attorneys’ fees and expenses. The lead plaintiff filed an amended complaint on April 4, 2013, which added Mr. Johnson as a defendant, removed Ms. Bachmann as a defendant, and extended the putative class period to August 23, 2012.

Effective May 16, 2018, the parties executed a Stipulation of Settlement. On May 18, 2018, plaintiffs filed a Motion for Preliminary Approval of Class Action Settlement with the Court. That motion remains pending with the Court.

In connection with the settlement of the Willis class action and the Consolidated Derivative Action, we recorded $34.5 million in other current assets and current insurance reserves for the estimated payout for this matter that is covered by insurance contracts. 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.

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.

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NOTE 8 – BUSINESS SEGMENT DATA

We use the following seven merchandise categories, which match our internal management and reporting of merchandise net sales: Food, Consumables, Soft Home, Hard Home, Furniture, Seasonal, and Electronics, Toys & Accessories. The Food category includes our beverage & grocery, candy & snacks, and specialty foods departments. The Consumables category includes our health, beauty and cosmetics, plastics, paper, chemical, and pet departments. The Soft Home category includes the home décor, frames, fashion bedding, utility bedding, bath, window, decorative textile, home organization and area rugs departments. The Hard Home category includes our small appliances, table top, food preparation, stationery, greeting cards, and home maintenance 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 Electronics, Toys, & Accessories category includes the electronics, jewelry, hosiery, and toys 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 for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

The following table presents net sales data by merchandise category:

	First Quarter
(In thousands)	2018		2017
Furniture	$	356,974	$	362,939
Soft Home	199,153		188,074
Food	189,424		195,274
Consumables	186,034		189,793
Seasonal	175,601		183,612
Hard Home	87,686		90,519
Electronics, Toys, & Accessories	73,111		84,759
Net sales	$	1,267,983	$	1,294,970

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NOTE 9 – DERIVATIVE INSTRUMENTS

We enter into derivative instruments designed to mitigate certain risks, including 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 and comprehensive income.

Our outstanding derivative instrument contracts were comprised of the following:

(In thousands)	May 5, 2018	February 3, 2018
Diesel fuel collars	5,100	3,600

The fair value of our outstanding derivative instrument contracts was as follows:

(In thousands)		Assets (Liabilities)
Derivative Instrument	Balance Sheet Location	May 5, 2018			February 3, 2018
Diesel fuel collars	Other current assets	$	725		$	312
	Other assets	520			262
	Accrued operating expenses	(121		)	(77		)
	Other liabilities	(205		)	(107		)
Total derivative instruments		$	919		$	390

The effect of derivative instruments on the consolidated statements of operations and comprehensive income was as follows:

		Amount of Gain (Loss)
(In thousands)		First Quarter
Derivative Instrument	Statements of Operations and Comprehensive Income Location	2018		2017
Diesel fuel collars
Realized	Other income (expense)	$	6	$	(285	)
Unrealized	Other income (expense)	530		(221		)
Total derivative instruments		$	536	$	(506	)

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 10 – SUBSEQUENT EVENTS

On June 5, 2018, we utilized the entire authorization under our 2018 Repurchase Program to execute a $100.0 million accelerated share repurchase transaction (“ASR Transaction”) which reduced our common shares outstanding by 2.0 million initially. The total number of shares repurchased under the ASR Transaction will be based upon the volume weighted average price of our stock over a predetermined period and will not be known until that period ends and a final settlement occurs. The final settlement could increase or decrease the shares initially reduced from our outstanding common shares.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 (“Act”) provides a safe harbor for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. We wish to take advantage of the “safe harbor” provisions of the Act.

Certain statements in this report are forward-looking statements within the meaning of the Act, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook,” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, the current economic and credit conditions, the cost of goods, our inability to successfully execute strategic initiatives, competitive pressures, economic pressures on our customers and us, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and other factors discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This report should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements whether as a result of new information, future events or otherwise. Readers are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.

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OVERVIEW

The discussion and analysis presented below should be read in conjunction with the accompanying consolidated financial statements and related notes.  Each term defined in the notes has the same meaning in this item and the balance of this report.

The following are the results from the first quarter of 2018 that we believe are key indicators of our operating performance when compared to our operating performance from the first quarter of 2017:

• Net sales decreased $27.0 million, or 2.1%.

• Comparable store sales for stores open at least fifteen months, including e-commerce, decreased $38.8 million, or 3.0%.

• Gross margin dollars decreased $12.3 million with a 10 basis point decrease in gross margin rate to 40.4% of sales.

• Selling and administrative expenses increased $22.1 million.  As a percentage of net sales, selling and administrative expenses increased 250 basis points to 34.6% of net sales.

• Operating profit rate decreased 260 basis points to 3.6%.

• Diluted earnings per share decreased to $0.74 per share from $1.15 per share.

• Inventory increased by 1.6% or $13.5 million to $849.6 million from the first quarter of 2017.

• We declared and paid a quarterly cash dividend in the amount of $0.30 per common share in the first quarter of 2018 compared to quarterly cash dividend of $0.25 per common share paid in the first quarter of 2017.

See the discussion and analysis below for additional details regarding our operating results.

STORES

The following table presents stores opened and closed during the first quarter of 2018 and the first quarter of 2017:

		2018		2017
Stores open at the beginning of the fiscal year		1,416		1,432
Stores opened during the period		1		2
Stores closed during the period		(2	)	—
	Stores open at the end of the period	1,415		1,434

We continue to expect to open approximately 30 stores and close approximately 40 stores during 2018.

RESULTS OF OPERATIONS

The following table compares components of our consolidated statements of operations and comprehensive income as a percentage of net sales at the end of each period:

	First Quarter
	2018		2017
Net sales	100.0	%	100.0	%
Cost of sales (exclusive of depreciation expense shown separately below)	59.6		59.5
Gross margin	40.4		40.5
Selling and administrative expenses	34.6		32.1
Depreciation expense	2.2		2.2
Operating profit	3.6		6.2
Interest expense	(0.1	)	(0.1	)
Other income (expense)	0.0		(0.0	)
Income before income taxes	3.5		6.0
Income tax expense	1.0		2.1
Net income	2.5	%	4.0	%

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FIRST QUARTER OF 2018 COMPARED TO FIRST QUARTER OF 2017

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 comparable store sales (“comp” or “comps”) in the first quarter of 2018 compared to the first quarter of 2017 were as follows:

First Quarter
($ in thousands)	2018				2017				Change					Comps
Furniture	$	356,974	28.2	%	$	362,939	28.0	%	$	(5,965	)	(1.6	)%	(1.8	)%
Soft Home	199,153		15.7		188,074		14.5		11,079			5.9		5.3
Food	189,424		14.9		195,274		15.1		(5,850		)	(3.0	)	(2.0	)
Consumables	186,034		14.7		189,793		14.7		(3,759		)	(2.0	)	(1.6	)
Seasonal	175,601		13.8		183,612		14.2		(8,011		)	(4.4	)	(10.9	)
Hard Home	87,686		6.9		90,519		7.0		(2,833		)	(3.1	)	(3.3	)
Electronics, Toys, & Accessories	73,111		5.8		84,759		6.5		(11,648		)	(13.7	)	(14.1	)
Net sales	$	1,267,983	100.0	%	$	1,294,970	100.0	%	$	(26,987	)	(2.1	)%	(3.0	)%

We periodically assess, and make 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 for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

Net sales decreased $27.0 million, or 2.1%, to $1,268.0 million in the first quarter of 2018, compared to $1,295.0 million in the first quarter of 2017.  The decrease in net sales was primarily driven by a 3.0% decrease in our comps, which decreased net sales by $38.8 million. In addition to the decrease in comps, we had 19 fewer stores at the end of the first quarter of 2018 compared to the end of the first quarter of 2017, which resulted in a decrease of $15.4 million. These decreases were partially offset by the shift in calendar weeks in our fiscal year from 2017 to 2018, as 2017 was a 53-week fiscal year, which positively impacted sales in the first quarter of 2018 by $27.2 million. Our comps are calculated based on the results of all stores that were open at least fifteen months plus the results of our e-commerce net sales.

Our Soft Home merchandise category 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 flooring departments.

The positive comp in Soft Home was offset by negative comps in the remainder of our merchandise categories:

• The Furniture category experienced decreased net sales and comps during the first quarter of 2018, primarily driven by challenges in our mattresses and upholstery departments. Substantial promotional pricing activity in our competitive set in the mattress department presented significant challenges to our sales in the President’s Day time period, and additionally, we are learning we need to change styles more frequently in our upholstery category to continue to drive sales. Partially offsetting the negative merchandise comps was the continued positive impact of our Easy Leasing lease-to-own program and our third party, private label credit card offering.

• Seasonal was negatively impacted by the later than usual increase in spring temperatures, particularly in the eastern half of the U.S. Our summer, lawn & garden, and spring holiday departments were particularly challenged by the later than usual increase in spring temperatures. This challenge impacts not only sales in this merchandise category but also has an impact on store-level traffic and transactions which has a corresponding impact on non-seasonal purchases as well.

• OurConsumables and Food categories experienced decreases in comps and net sales as this category remains highly competitive in the discount, grocery, and online marketplace. Additionally, lower than expected sales and store traffic generated by our Seasonal category has historically generated add-on sales in our customers' basket of goods.

• Hard Home experienced decreases in net sales and negative comps as a result of an intentionally narrowed assortment, particularly in our auto department. In several departments where we have not narrowed our assortment, such as appliances and tabletop, our net sales increased.

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• The decreased net sales and negative comps in Electronics, Toys, & Accessories were a result of our intentionally narrowed assortment and reduced space allocation, particularly in our electronics and infant accessories departments, as we continue to refine our understanding of where we can be successful in this category.

We expect comparable store sales to be in the range of flat to an increase of 2% during the second quarter of 2018, based on May sales results and our expectation for significant improvement in our Seasonal category due to warmer, more seasonal weather in the months of June and July.

Gross Margin

Gross margin dollars decreased $12.3 million, or 2.3%, to $512.0 million for the first quarter of 2018, compared to $524.3 million for the first quarter of 2017. The decrease in gross margin dollars was principally due to a decrease in net sales, which decreased gross margin dollars by $10.9 million, coupled with a slightly lower gross margin rate, which decreased gross margin dollars by approximately $1.4 million. Gross margin as a percentage of net sales decreased 10 basis points to 40.4% in the first quarter of 2018 as compared to 40.5% in the first quarter of 2017. The gross margin rate decrease was the result of a slightly higher markdown rate and lower net sales of our higher margin Seasonal category, which was partially offset by a slightly higher initial mark-up, driven by favorable shrink results compared to the first quarter of 2017.

In the second quarter of 2018, we expect our gross margin rate will be slightly lower than the second quarter of 2017.

Selling and Administrative Expenses

Selling and administrative expenses were $438.1 million for the first quarter of 2018, compared to $416.0 million for the first quarter of 2017.  The increase of $22.1 million in selling and administrative expenses was driven by costs associated with the retirement of our former chief executive officer and costs associated with the settlement of our shareholder litigation, coupled with increases in distribution and outbound transportation costs of $3.6 million, store-related occupancy of $2.0 million, advertising of $1.9 million, store-related payroll of $1.7 million, and self-insurance costs of $1.7 million, partially offset by a decrease in accrued bonus expense of $5.7 million. During the first quarter of 2018, our former chief executive officer retired, which generated certain benefits that caused us to incur $7.0 million in costs. Additionally, we incurred $3.5 million in charges related to a proposed settlement of shareholder and derivative litigation matters that were initially filed in 2012. The increase in distribution and outbound transportation costs was primarily driven by higher carrier rates and a rise in fuel prices in the first quarter of 2018 compared to the first quarter of 2017. The increase in store-related payroll was predominantly growth in the average wage rate in the first quarter of 2018 as compared to 2017 and the addition of payroll costs associated with our store of the future remodel activity in certain markets, which did not occur in the first quarter of 2017, partially offset by a net decrease of 19 stores since the first quarter of 2017. The increase in our advertising expenses was the result of increased spend in digital and social media along with the timing of certain events in 2018 as compared to 2017. The increase in our self-insurance costs resulted from an increase in the occurrence of medical claims and medical cost inflation during the first quarter of 2018 compared to the first quarter of 2017. The decrease in accrued bonus expense was driven by lower performance in the first quarter of 2018 relative to our quarterly and annual operating plans as compared to our performance in the first quarter of 2017 relative to our quarterly and annual operating plans.

As a percentage of net sales, selling and administrative expenses increased 250 basis points to 34.6% for the first quarter of 2018 compared to 32.1% for the first quarter of 2017.

In the second quarter of 2018, we expect our selling and administrative expenses as a percentage of net sales will increase in comparison to the second quarter of 2017.

Depreciation Expense

Depreciation expense decreased $0.1 million to $28.5 million in the first quarter of 2018, compared to $28.6 million for the first quarter of 2017. Depreciation expense as a percentage of sales was flat as compared to the first quarter of 2017.

During the second quarter of 2018, we expect that depreciation expense will be approximately flat to slightly higher as compared to 2017.

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Interest Expense

Interest expense was $1.6 million in the first quarter of 2018, compared to $1.0 million in the first quarter of 2017. The increase in interest expense was driven by both an increase in interest rates during the past 12 months and higher total average borrowings. We had total average borrowings (including capital leases) of $215.2 million in the first quarter of 2018 compared to total average borrowings of $147.3 million in the first quarter of 2017. The increase in total average borrowings (including capital leases) was primarily due to an increase of $72.2 million to our average revolving debt balance under the 2011 Credit Agreement. The increase to our average revolving debt balance was primarily the result of a higher beginning debt balance in 2018 as compared to 2017.

Other Income (Expense)

Other income (expense) was $0.5 million in the first quarter of 2018, compared to $(0.5) million in the first quarter of 2017. In the first quarter of 2018, we recognized unrealized gains as fuel prices increased, reducing the unrealized losses on our diesel fuel hedging contracts. We recognized unrealized losses in the first quarter of 2017 on our diesel fuel hedging contracts due to a decrease in fuel price futures, which negatively impacted the valuation of our hedges.

Income Taxes

The effective income tax rate for the first quarter of 2018 and the first quarter of 2017 was 29.4% and 34.1%, respectively. The decrease in the effective income tax rate was primarily attributable to the impact of the enactment of the TCJA, which lowered our Federal income tax rate. This decrease was partially offset by the adverse impact of the adjustment to our fourth quarter 2017 income tax deduction accrual estimate of the guaranteed payout of non-vested restricted stock units and PSUs due to a lower share price at vesting in the first quarter of 2018, a shift from generating net excess tax benefits associated with settlement of share-based payment awards in the first quarter of 2017 to generating net excess tax deficiencies associated with settlement of share-based payment awards in the first quarter of 2018 and an increase in nondeductible expenses due to the TCJA.

Capital Resources and Liquidity

On July 22, 2011, we entered into the 2011 Credit Agreement, which was first amended on May 30, 2013. On May 28, 2015, we entered into a second amendment of the 2011 Credit Agreement that, among other things, extended its expiration date to May 30, 2020.  Borrowings under the 2011 Credit Agreement are available for working capital and general corporate purposes.  The 2011 Credit Agreement includes a $30 million swing loan sublimit and a $150 million letter of credit sublimit. The interest rates, pricing and fees under the 2011 Credit Agreement fluctuate based on our debt rating.  The 2011 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 revolving loans made under the 2011 Credit Agreement.  The 2011 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.  A violation of any of the covenants could result in a default under the 2011 Credit Agreement that would permit the lenders to restrict our ability to further access the 2011 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2011 Credit Agreement.  At May 5, 2018, we were in compliance with the covenants of the 2011 Credit Agreement.

The primary source of our liquidity is cash flows from operations and, as necessary, borrowings under the 2011 Credit Agreement.  Our net income and, consequently, our cash provided by operations are impacted by net sales volume, seasonal sales patterns, and operating profit margins.  Our net sales are typically highest during the nine-week Christmas selling season in our fourth fiscal quarter.  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.  At May 5, 2018, we had $174.0 million of borrowings under the 2011 Credit Agreement, and the borrowings available under the 2011 Credit Agreement were $517.4 million, after taking into account the reduction in availability resulting from outstanding letters of credit totaling $8.6 million.  

In March 2018, our Board of Directors authorized us to repurchase up to $100.0 million of our outstanding common shares. Common shares acquired through the 2018 Repurchase Program will be available to meet obligations under equity compensation plans and for general corporate purposes. During the first quarter of 2018, we did not acquire any common shares under the 2018 Repurchase Program. Subsequent to the first quarter of 2018, we executed an accelerated share repurchase transaction and exhausted the entire $100.0 million available under the 2018 Repurchase Program.

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In March 2018, our Board of Directors declared a quarterly cash dividend of $0.30 per common share payable on April 6, 2018 to shareholders of record as of the close of business on March 23, 2018. The cash dividend of $0.30 per common share represented an increase of $0.05, or 20%, from all quarterly dividends declared in 2017. In the first quarter of 2018, we paid approximately $14.4 million in dividends compared to $12.7 million in the first quarter of 2017.

The following table compares the primary components of our cash flows from the first quarter2018 compared to the first quarter2017:

(In thousands)	2018			2017			Change
Net cash provided by operating activities	$	96,885		$	85,454		$	11,431
Net cash used in investing activities	(65,437		)	(22,010		)	(43,427		)
Net cash used in financing activities	$	(17,794	)	$	(48,877	)	$	31,083

Cash provided by operating activities increased by $11.4 million to $96.9 million in the first quarter of 2018 compared to $85.5 million in the first quarter of 2017. The primary driver of the increase was reduced cash outflows for accounts payable. In the first quarter of 2017, we began partnering with our vendor community, through changes in certain payment terms, that increased our cash outflows for accounts payable. Those partnering activities were anniversaried in the first quarter of 2018, therefore, the impact was lessened. Additionally, cash provided by operating activities was favorably impacted by reduced payments of accrued bonuses in the first quarter of 2018 as compared to the first quarter of 2017. Partially offsetting the increase in cash flows from operations was a decrease in net income of $20.3 million. Additionally, there were large changes in other current assets and other current liabilities, which related to the establishment of settlements payable and insurance proceeds receivable for the pending settlement of our shareholder and derivative litigation matters for $34.5 million, which were individually significant, but had an offsetting impact on operating cash flows.

Cash used in investing activities increased by $43.4 million to $65.4 million in the first quarter of 2018 compared to $22.0 million in the first quarter of 2017.  The increase was primarily due to an increase in assets acquired under synthetic lease of $34.5 million and an increase of $8.9 million in capital expenditures. The increase in assets acquired under synthetic lease was driven by the synthetic lease for our new distribution center in Apple Valley, California, which began construction in the fourth quarter of 2017. The increase in capital expenditures was driven by investments in our store of the future project and equipment for our new corporate headquarters and California distribution center.

Cash used in financing activities decreased by $31.1 million to $17.8 million in the first quarter of 2018 compared to $48.9 million in the first quarter of 2017.  The primary drivers of the decrease in cash used in financing activities were a $37.3 million decrease in repurchases of common shares under our share repurchase programs in the first quarter of 2018 compared to the first quarter of 2017 and an increase of $34.5 million for proceeds from the synthetic lease for our California distribution center. Partially offsetting the decrease in cash used in financing activities was an increase in net repayments under the 2011 Credit Agreement of approximately $35.1 million in the first quarter of 2018 compared to the first quarter of 2017.

On a consolidated basis, we expect cash provided by operating activities less capital expenditures to be approximately $110 million to $120 million for 2018.

CRITICAL ACCOUNTING POLICIES AND 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.  On an ongoing basis, management evaluates its estimates, judgments, and assumptions, and bases its estimates, judgments, and assumptions on historical experience, current trends, and various other factors that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates.  See note 1 to our consolidated financial statements included in our 2017 Form 10-K for additional information about our accounting policies.

The estimates, judgments, and assumptions that have a higher degree of inherent uncertainty and require the most significant judgments are outlined in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2017 Form 10-K.  Had we used estimates, judgments, and assumptions different from any of those discussed in our 2017 Form 10-K, our financial condition, results of operations, and liquidity for the current period could have been materially different from those presented.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk from exposure to changes in interest rates on investments that we make from time to time and on borrowings under the 2011 Credit Agreement. We had borrowings of $174.0 million under the 2011 Credit Agreement at May 5, 2018. An increase of 1% in our variable interest rate on our expected future borrowings could affect our financial condition, results of operations, or liquidity through higher interest expense by approximately $2.2 million.

We are subject to market risk from exposure to changes in our derivative instruments associated with diesel fuel. At May 5, 2018, we had outstanding derivative instruments, in the form of collars, covering 5.1 million gallons of diesel fuel. The below table provides further detail related to our current derivative instruments, associated with diesel fuel.

Calendar Year of Maturity	Diesel Fuel Derivatives		Fair Value
	Puts	Calls	Asset (Liability)
	(Gallons, in thousands)		(In thousands)
2018	2,700	2,700	$	440
2019	2,400	2,400	479
2020	—	—	—
Total	5,100	5,100	$	919

Additionally, at May 5, 2018, a 10% difference in the forward curve for diesel fuel prices could affect unrealized gains (losses) in other income (expense) by approximately $1.6 million.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officers 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 Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, our principal executive officers 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) 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.

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Part II. Other Information

Item 1. Legal Proceedings

No response is required under Item 103 of Regulation S-K. For a discussion of certain litigated matters, see note 7 to the accompanying consolidated financial

Item 1A. Risk Factors

During the first quarter of 2018, there were no material changes to the risk factors previously disclosed in our 2017 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(In thousands, except price per share data)
Period	(a) Total Number of Shares Purchased (1)(2)	(b) Average Price Paid per Share		(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
February 4, 2018 - March 3, 2018	—	$	—	—	$	—
March 4, 2018 - March 31, 2018	44	48.47		—	100,000
April 1, 2018 - May 5, 2018	23	43.28		—	100,000
Total	67	$	46.66	—	$	100,000

(1) In March and April 2018, in connection with the vesting of certain outstanding restricted stock awards, restricted stock units, and performance share units, we acquired 43,501 and 23,241 of our common shares, respectively, which were withheld to satisfy minimum statutory income tax withholdings.

(2) The 2018 Repurchase Program is comprised of a March 7, 2018 authorization by our Board of Directors for the repurchase of up to $100.0 million of our common shares. During the first quarter of 2018, we did not acquire any common shares under the 2018 Repurchase Program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibits marked with an asterisk (*) are filed herewith. The Exhibit marked with two asterisks (**) is furnished electronically with this Quarterly Report.

Exhibit No.	Document
10.1*	Separation Agreement with David J. Campisi.
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**	XBRL Instance Document.

Signature

Pursuant to the requirements 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.

Dated: June 13, 2018

BIG LOTS, INC.

By: /s/ Timothy A. Johnson

Timothy A. Johnson

Executive Vice President, Chief Administrative Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)

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EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

BY AND AMONG

BIG LOTS, INC., BIG LOTS STORES, INC.

AND

DAVID J. CAMPISI

This Separation Agreement (this “Agreement”), by and among Big Lots, Inc. (“BLI”), Big Lots Stores, Inc. (“Big Lots”) and their affiliates, predecessors, successors, subsidiaries and other related companies (collectively, the “Company”) and David J. Campisi (the “Executive”), collectively, the “Parties,” is effective as of April [16], 2018 (the “Employment Termination Date”).

W I T N E S S E T H T H A T

WHEREAS, the Executive has been employed as the Company’s Chief Executive Officer and President and has been a member of the Board of Directors of BLI (the “Board”) since May 3, 2013;

WHEREAS, the Executive and the Company are parties to that certain Executive Employment Agreement, effective as of March 17, 2015, governing the terms and conditions of the Executive’s employment with the Company (the “Prior Agreement”);

WHEREAS, on April [16], 2018, the Executive notified the Board that he intended to retire as Chief Executive Officer and President and resign from the Board, effective as of April 16, 2018, to focus on his health; and

WHEREAS, the Board acknowledges that the Executive intends to pursue additional community-based activities during his retirement;

NOW, THEREFORE, it is hereby agreed as follows:

1.Separation. Effective as of the Employment Termination Date, the Executive hereby retires as Chief Executive Officer and President of the Company and resigns from all other positions the Executive then holds as an officer, employee or member of the boards of directors of the Company, including as a member of the Board. The Company will not object to the Executive continuing to be a member of the Columbus Partnership through December 31, 2018; provided that, if the Columbus Partnership invites the new Chief Executive Officer of the Company to join the Columbus Partnership as a member, the Executive will take all actions necessary or desirable to facilitate the appointment of the new Chief Executive Officer of the Company as a member of the Columbus Partnership. For all purposes of this Agreement, the Prior Agreement and all of the Company’s compensation and benefit plans (including the Big Lots 2012 Long-Term Incentive Plan, as amended and restated effective May 29, 2014, or any successors thereto (and any awards issued thereunder) (the “2012 LTIP”), and the Big Lots 2006 Bonus Plan, as amended (the “Bonus Plan”)), the Executive’s retirement on the Employment Termination Date shall be treated as a termination by mutual agreement by the Company and the Executive as of the Employment Termination Date, and the Executive shall not be entitled to any

enhanced or additional benefits in connection with such termination, other than as expressly set forth in this Agreement, and, to the extent the benefits to which the Executive is entitled under this Agreement exceed those set forth in either of the 2012 LTIP and Bonus Plan in connection with a termination by mutual agreement, the Executive shall be entitled to the benefits under this Agreement.

2.Separation Benefits. Other than with respect to Section 2(a) below, subject to the Executive’s execution no less than 21 days after the Employment Termination Date and the expiration of the applicable 7 calendar-day revocation period with respect to the release agreement attached hereto as Exhibit A (such release agreement, the “Release,” and the date upon which such revocation expires being referred to hereinafter as the “Release Effective Date”):

a.    The Executive’s current salary and benefits shall continue through the Employment Termination Date, and the Company shall, no later than the Company’s first regularly scheduled payroll date for similarly situated employees that occurs on or after the Employment Termination Date, in a lump sum (i) pay for any paid time off accrued through the Employment Termination Date, and (ii) reimburse the Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company that remain outstanding as of the Employment Termination Date. The Executive’s participation in the Company’s Savings Plan and the Supplemental Savings Plan shall be governed by the terms of those plans and any applicable deferral election made by the Executive thereunder; it being understood that any unvested Company contributions to the Savings Plan and the Supplemental Savings Plan shall be forfeited as of the Employment Termination Date.

b.    The Company shall pay the Executive $2,300,000 in cash, representing 200% of the Executive’s then current base salary rate, payable in equal consecutive regular payroll installments over a 24 month period commencing on the Company’s first regularly scheduled payroll date for similarly situated employees that occurs after the Release Effective Date and in any event no later than the 45th day following the Employment Termination Date.

c.    The Company shall pay the Executive a pro rata portion (based on the number of days employed during fiscal year 2018 through and including the Employment Termination Date divided by the total number of calendar days in fiscal year 2018) of the annual bonus that the Executive would have been eligible to receive, if any, under the Bonus Plan, for fiscal year 2018 had the Executive’s termination not occurred at all; provided that the Company’s performance is such that a bonus would otherwise have been earned under the Bonus Plan (as determined by the Compensation Committee of the Board (the “Committee”) at the end of fiscal year 2018 in accordance with the Bonus Plan, in a manner consistent with annual bonuses for other members of the Company’s Executive Leadership Team), and the pro rata portion of such bonus, if any, will be paid on the date the bonus would otherwise have been paid under the Bonus Plan (which shall be the same payment date as such fiscal year 2018 bonuses are paid to other members of the Company’s Executive Leadership Team under the Bonus Plan).

d.    The Company shall pay $40,000, in a lump sum, as a payment toward outplacement assistance or personal counseling services, payable on an after-tax basis on the

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Company’s first regularly scheduled payroll date for similarly situated employees that occurs after the Release Effective Date and in any event no later than the 45th day following the Employment Termination Date.

e.    The Executive shall be entitled to purchase his current automobile provided by the Company by paying to the Company the wholesale value of such automobile as of the Employment Termination Date; provided that the Executive completes such purchase within 60 days of the Employment Termination Date.

f.    The Company shall reimburse the Executive for reasonable attorneys’ fees incurred in connection with the termination of employment up to an amount of $25,000, which reimbursement shall be paid in a lump sum on the Company’s first regularly scheduled payroll date for similarly situated employees that occurs after the Release Effective Date and in any event no later than the 45th day following the Employment Termination Date.

g.    The Executive shall be entitled to elect to continue medical, hospitalization and dental coverage under the Company’s group medical, hospitalization and dental benefit plans in effect for similarly situated active senior level employees of the Company under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or equivalent benefits for up to 104 weeks following the Employment Termination Date, at the sole expense of the Company on an after-tax basis. After such 104-week period, the Executive will be eligible for regular medical, hospitalization and dental benefits at his own expense. All other provisions of the Executive’s COBRA coverage (including, without limitation, any applicable co-payments, deductibles and other out-of-pocket expenses) other than as relating to premium payments which shall be borne exclusively by the Company during the 104 week period will be in accordance with the applicable plan in effect for similarly situated active senior level employees of the Company.

h.    With respect to the Executive’s unvested time-vesting restricted stock units (“RSUs”), 23,358 RSUs shall vest as of the Release Effective Date, representing the sum of 50% of the Executive’s unvested RSU grant made in fiscal year 2016 plus 50% of the Executive’s unvested RSU grant made in fiscal year 2017. With respect to the Executive’s unvested performance-vesting restricted stock units (“PSUs”), the Executive’s target number of PSUs shall be adjusted to be the sum of 50% of the Executive’s target PSU grant made in fiscal year 2016 plus 50% of the Executive’s target PSU grant made in fiscal year 2017, amounting to 72,514 PSUs (the “Target PSUs”). The Target PSUs shall vest on the basis of the Company’s performance, where the Executive shall be entitled to earn as little as 0% and as much as 150% of the Target PSUs, with performance with respect to each performance period of each of those grants being determined by the Committee at the end of the applicable performance period (i.e., in or before March 2019 for the PSU grant made in fiscal year 2016 and in or before March 2020 for the PSU grant made in fiscal year 2017) in accordance with the applicable long-term incentive plan, in a manner consistent with PSUs granted to other members of the Company’s Executive Leadership Team; provided that the Company’s performance is such that the PSUs would otherwise have been earned under the applicable long-term incentive plan. Notwithstanding the foregoing, the original payment dates of the Executive’s RSUs and PSUs shall not be accelerated in violation of Section 409A of the Code. For the avoidance of doubt,

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any RSUs or PSUs held by the Executive and not vested as of the Employment Termination Date and not accelerated hereunder shall be forfeited, and any stock options held by the Executive as of the Employment Termination Date shall be governed by the terms of the applicable long-term incentive plan.

3.Restrictive Covenants; Indemnification; Arbitration.

a.    Restrictive Covenants. The Parties acknowledge and agree that the provisions of Sections 7(a) (Confidential Information), 7(b) (Company Developments), 7(c) (Return of Company Property) (except as agreed to with the Company), 7(d) (Covenant Not to Compete), 7(e) (Covenant Not to Interfere), 7(f) (Post-Termination Cooperation), 7(g) (Non-Disparagement), 7(h) (Notice of Subsequent Employment) and 7(i) (Remedies) of the Prior Agreement shall remain in full force and effect in accordance with the terms thereof and shall survive the termination of the Executive’s employment. In addition, the Parties agree that, prior to the Company issuing any press release or other written communication to the public, in either case regarding the Executive’s termination of employment, the Company shall consult with the Executive and, in good faith, (i) provide to the Executive a draft of such proposed press release or communication prior to its anticipated issuance and (ii) consider revisions requested by the Executive.

b.    Executive Protections. Nothing in this Agreement or otherwise limits the Executive’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Executive for any of these activities, and nothing in this Agreement or otherwise requires the Executive to waive any monetary award or other payment that the Executive might become entitled to from the SEC or any other Government Agency.

c.    Defend Trade Secrets. Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Executive acknowledges that he shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, and without limiting the preceding sentence, if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and may use the trade secret information in the court proceeding, if the Executive (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

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d.    Indemnification. The Parties acknowledge and agree that the provisions of Section 10 (Indemnification and Insurance) of the Prior Agreement and that certain indemnification agreement by and between the Executive and the Company referenced therein shall each remain in full force and effect in accordance with their respective terms and shall survive the termination of the Executive’s employment.

e.    Arbitration. The Parties acknowledge and agree that Section 11 (Arbitration) of the Prior Agreement shall remain in full force and effect in accordance with the terms thereof and shall be deemed to apply to this Agreement in addition to the matters set forth therein.

4.General Provisions.

a.    Representation of Executive. The Executive represents and warrants that the Executive is an experienced senior executive knowledgeable about the matters (and their effect) within the purview of this Agreement and the Release and is not under any contractual or legal restraint that prevents or prohibits the Executive from entering into this Agreement or Release or performing the duties and obligations described in this Agreement or the Release. Without limiting the effectiveness of the foregoing, the Executive acknowledges that (i) the Company hereby advises him of his right to consult with an attorney prior to signing this Agreement and the Release; (ii) he has received the advice of his attorney prior to signing this Agreement and the Release and has carefully read and fully understands all of the provisions of this Agreement and the Release; and (iii) he is entering into this Agreement, as well as the Release, knowingly, freely and voluntarily in exchange for good and valuable consideration to which he would not be entitled in the absence of signing this Agreement and the Release.

b.    Modification or Waiver; Entire Agreement. No provision of this Agreement may be modified or waived except in a document signed by the Executive and the person designated by the Board. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and except as otherwise set forth herein, supersedes all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral, with respect to the subject matter hereof, including the Prior Agreement.

c.    Governing Law; Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application of any provision of this Agreement to any person or circumstance, is, for any reason and to any extent, held invalid or unenforceable, such invalidity and unenforceability will not affect the remaining provisions of this Agreement in its application to other persons or circumstances, all of which will be enforced to the greatest extent permitted by law; and the Parties agree that any invalid or unenforceable provision may and will be reformed and applied (i) as provided in Section 16 of the Prior Agreement, with respect to the matters specifically contemplated in Section 7 of the Prior Agreement (as incorporated into this Agreement) and (ii) with respect to other matters, (x) to the extent needed to avoid that invalidity or unenforceability and (y) in a manner that is as similar as possible to the Parties’ intent (as described in this Agreement) and preserves the essential economic substance and effect of this Agreement. The validity, construction and interpretation of

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this Agreement and the rights and duties of the Parties will be governed by the laws of the State of Ohio, without reference to the Ohio choice of law rules.

d.    No Waiver. Except as otherwise provided in Section 11(e) of the Prior Agreement (as incorporated into this Agreement), failure to insist upon strict compliance with any term of this Agreement will not be considered a waiver of any such term or any other term of this Agreement.

e.    Withholding. All payments made to or on behalf of the Executive under this Agreement will be reduced by any amount that the Company is required by law to withhold in advance payment of the Executive’s federal, state and local income, wage and employment tax liability.

f.    Survival. The Parties agree that the covenants and promises set forth in this Agreement will survive the termination of this Agreement and continue in full force and effect after this Agreement terminates to the extent that their performance is required to occur after this Agreement terminates.

g.    Notices. Any notice permitted or required to be given under this Agreement must be given in writing and delivered in person or by registered, U.S. mail, return receipt requested, postage prepaid; or through Federal Express, UPS, DHL or any other reputable professional delivery service that maintains a confirmation of delivery system. Any delivery must be (i) in the case of notices to the Company, addressed to the Company’s General Counsel at the Company’s then-current corporate offices and (ii) in the case of notices to the Executive, addressed to the Executive’s last mailing address contained in the Executive’s personnel file. Any notice permitted or required to be given under this Agreement will be deemed to have been given and will be effective on the date it is delivered.

h.    Miscellaneous.

i.    The Executive may not assign any right or interest to, or in, any payments payable under this Agreement until they have become due from the Company; provided, however, that this prohibition does not preclude the Executive from designating in writing one or more beneficiaries to receive any amount that may be payable after the Executive’s death and does not preclude the legal representative of the Executive’s estate from assigning any right under this Agreement to the person or persons entitled to it.

ii.    This Agreement will be binding upon and will inure to the benefit of the Executive, the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and assigns and the Company and its successors, subsidiaries and other related companies, including entities that become related entities after the Release Effective Date.

iii.    The headings in this Agreement are inserted for convenience of reference only and will not be a part of or control or affect the meaning of any provision of the Agreement.

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iv.    Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

i.Successors to Company. This Agreement may and will be assigned or transferred to, and will be binding upon and will inure to the benefit of, any successor of the Company, including any entity that is a party to a Change in Control, as defined in the Prior Agreement, and any successor will be substituted for the Company under the terms of this Agreement. As used in this Agreement, the term “successor” means any person, firm, corporation or business entity which at any time, whether by merger, purchase or otherwise, acquires all or essentially all of the assets of the business of the Company. Notwithstanding any assignment, the Company will remain, with any successor, jointly and severally liable for all its obligations under this Agreement.

j.Section 409A.

i.        It is the intention of the Company that the provisions of this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) in a manner that does not impose additional taxes, interest or penalties upon the Executive pursuant to Section 409A of the Code, and all provisions of this Agreement will be construed and interpreted in a manner consistent with Section 409A of the Code and this Section 4(j).

ii.        Neither the Executive nor any of the Executive’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Agreement or under any other plan, policy, arrangement or agreement of or with the Company (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A) payable to the Executive or for the Executive’s benefit under any Company Plan may not be reduced by, or offset against, any amount owed by the Executive to the Company.

iii.    If, at the time of the Executive’s separation from service (within the meaning of Section 409A of the Code), (i) the Executive shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under a Company Plan constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first business day after such six-month period.

iv.        Notwithstanding any contrary provision herein, the Executive’s right to any payment under this Agreement shall be treated as the right to a series of separate

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payments, as defined under Treas. Reg. Section 1.409A-2(b)(2). The Executive shall have no right to designate the date of any payment hereunder.

v.        All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A­3(i)(1)(iv)(B)) shall not affect the in­kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the 20th anniversary of the Employment Termination Date).

vi.        Notwithstanding any provision of this Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, the Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Executive or for the Executive’s account in connection with any Company Plan (including any taxes and penalties under Section 409A), and the Company shall not have any obligation to indemnify or otherwise hold the Executive harmless from any or all of such taxes or penalties.

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IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement, which includes an arbitration provision, and consists of 9 pages.

BIG LOTS, INC.

By: ________________________________

Signed:

BIG LOTS STORES, INC.

By: ________________________________

Signed:

David J. Campisi

By: _________________________________

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ATTACHMENT A

Release

This Release (this “Release”) is entered into by David J. Campisi (the “Executive”) in favor of BIG LOTS, INC. (“BLI”), BIG LOTS STORES, INC. (“Big Lots”) and their affiliates, predecessors, successors, subsidiaries and other related companies (collectively, the “Company”) and the other Releasees set forth below.

Background

A.    The Executive has been employed by the Company pursuant to the Executive Employment Agreement between the Executive and the Company dated as of March 17, 2015 (the “Employment Agreement”);

B.     The Executive’s employment with the Company and the Employment Agreement have terminated, or are being terminated in connection with the execution and delivery of this Release; and

C.    In exchange for good and valuable consideration with respect to such termination (the “Severance”) the Executive is executing and delivering to the Company this Release that is not revoked by the Executive.

Statement of Agreement

In consideration of, and as a condition to, the Executive’s right to receive the Severance, the Executive agrees as set forth below.

Section 1. Definitions. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Employment Agreement.

Section 2. Release of Claims. The Executive, on behalf of himself and the Executive’s heirs, executors, administrators, successors and assigns, forever releases (a) the Company, (b) each of the affiliates and predecessors and successors of the Company, (c) each of the current and former owners, officers and directors (and individuals in other equivalent positions) of the Company and (d) each of the employees, attorneys, agents and insurers of the Company (collectively, “Releasees”) from any and all claims, including those relating to (i) the Executive’s employment with the Company and/or the termination of such employment, (ii) the Employment Agreement and/or the termination of the Employment Agreement and/or (iii) the Executive’s status as, or relationship or dealings with any Releasee in the Executive’s capacity as, a stockholder, officer or director (or in other equivalent positions) of the Company arising in whole or in part from events occurring prior to the date of execution of this Release that the Executive now has or may have or that the Executive may hereafter have of any nature whatsoever, be they common law or statutory, legal or equitable, in contract or tort (each such claim, a “Released Claim”), including but not limited to claims under any employment agreement,

A-1

the internal policies and procedures of the Company, the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, and/or any other state, federal, local or municipal statute, regulation, rule or order that relates to the Executive’s employment. The Executive hereby waives all rights to assert a claim for relief available under all applicable laws, including but not limited to relief in the form of attorney fees, damages, reinstatement, back pay, or injunctive relief. Excluded from this Release are any claims that cannot be released or waived by law, including but not limited to any right to file a charge with or participate in an investigation conducted by certain government agencies. The Executive acknowledges and agrees, however, that he is releasing and waiving his right to any monetary recovery should any government agency pursue any claims on his behalf that arose prior to the effective date of this Release. The Executive hereby represents that he has not assigned, or otherwise transferred any right, title or interest in any Released Claims to any other Person.

Section 3. Review of Release by Executive.

(a) The Executive is hereby advised to consult with an attorney before executing this Release.

(b) The Executive has been given at least 21 calendar days after receipt of this Release (the “Consideration Period”), if the Executive so desires, to consider this Release before signing it. If the Executive signs this Release, the date on which the Executive signs this Release will be the “Execution Date.” If not signed by the Executive and returned to the Company so that it is received no later than the end of the Consideration Period, this Release will not be valid. In the event the Executive executes and returns this Release prior to the end of the Consideration Period, the Executive acknowledges that the Executive’s decision to do so was voluntary and that the Executive had the opportunity to consider this Release for the entire Consideration Period.

(c) The Company and the Executive agree that this Release will not become effective until 7 calendar days after the Execution Date and that the Executive may, within 7 calendar days after the Execution Date, revoke this Release in its entirety by written notice to the Company. If written notice of revocation is not received by the Company by the 8th calendar day after the execution of this Release by the Executive, this Release will become effective and enforceable on that day.

Section 4. Miscellaneous. This Release shall be governed and construed in accordance with the laws of the State of Ohio, without regard to conflict of law provisions. This Release shall bind the respective heirs, executors, administrators, successors and assigns of the Executive.

[Remainder of page intentionally left blank.]

A-2

The Executive represents and agrees that Executive has fully read and understands the meaning of this Release, has had the opportunity to consult with legal counsel of Executive’s choosing, and is voluntarily entering into this Release with the intention of giving up all claims against the Company and other Releasees.

IN WITNESS WHEREOF, the Executive has executed this Release on the Execution Date set forth below.

Executive:

Name: David J. Campisi

Execution Date:

A-3

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lisa M. Bachmann, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Big Lots, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: June 13, 2018

By: /s/ Lisa M. Bachmann

Lisa M. Bachmann

Executive Vice President, Chief Merchandising and

Operating Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy A. Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Big Lots, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: June 13, 2018

By: /s/ Timothy A. Johnson

Timothy A. Johnson

Executive Vice President, Chief Administrative Officer

and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Report”) for the quarter ended May 5, 2018, of Big Lots, Inc. (the “Company”). I, Lisa M. Bachmann, Executive Vice President, Chief Merchandising and Operating Officer of the Company, certify that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 13, 2018

By: /s/ Lisa M. Bachmann

Lisa M. Bachmann

Executive Vice President, Chief Merchandising and

Operating Officer

(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Report”) for the quarter ended May 5, 2018, of Big Lots, Inc. (the “Company”). I, Timothy A. Johnson, Executive Vice President, Chief Administrative Officer and Chief Financial Officer of the Company, certify that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 13, 2018

By: /s/ Timothy A. Johnson

Timothy A. Johnson

Executive Vice President, Chief Administrative Officer

and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

XML

Document and Entity Information Document - shares	3 Months Ended
	May 05, 2018	Jun. 08, 2018
Document Information [Line Items]
Document Period End Date	May 05, 2018
Entity Registrant Name	BIG LOTS INC
Entity Central Index Key	0000768835
Current Fiscal Year End Date	--02-02
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		40,341,282
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false

XML

Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Net sales	$ 1,267,983	$ 1,294,970
Cost of sales (exclusive of depreciation expense shown separately below)	756,025	770,695
Gross margin	511,958	524,275
Selling and administrative expenses	438,092	415,972
Depreciation expense	28,529	28,595
Operating profit	45,337	79,708
Interest expense	(1,576)	(1,009)
Other income (expense)	508	(517)
Income before income taxes	44,269	78,182
Income tax expense	13,030	26,670
Net income and comprehensive income	$ 31,239	$ 51,512
Earnings per common share
Earnings per common share - basic (in dollars per share)	$ 0.74	$ 1.16
Earnings per common share - diluted (in dollars per share)	$ 0.74	$ 1.15
Weighted-average common shares outstanding:
Basic	42,113	44,361
Dilutive effect of share-based awards	105	367
Diluted	42,218	44,728
Cash dividends declared per common share	$ 0.30	$ 0.25

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	May 05, 2018	Feb. 03, 2018
Current assets:
Cash and cash equivalents	$ 64,830	$ 51,176
Inventories	849,627	872,790
Other current assets	137,714	98,007
Total current assets	1,052,171	1,021,973
Property and equipment - net	604,524	565,977
Deferred income taxes	21,335	13,986
Other assets	48,956	49,790
Total assets	1,726,986	1,651,726
Current liabilities:
Accounts payable	342,185	351,226
Property, payroll, and other taxes	80,747	80,863
Accrued operating expenses	92,080	72,013
Insurance reserves	72,669	38,517
Accrued salaries and wages	23,019	39,321
Income taxes payable	25,612	7,668
Total current liabilities	636,312	589,608
Long-term obligations	174,000	199,800
Deferred rent	59,858	58,246
Insurance reserves	56,321	55,015
Unrecognized tax benefits	15,165	14,929
Other liabilities	96,218	64,541
Shareholders' equity:
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued	0	0
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 42,338 shares and 41,925 shares, respectively	1,175	1,175
Treasury shares - 75,157 shares and 75,570 shares, respectively, at cost	(2,412,437)	(2,422,396)
Additional paid-in capital	613,621	622,550
Retained earnings	2,486,753	2,468,258
Total shareholders' equity	689,112	669,587
Total liabilities and shareholders' equity	$ 1,726,986	$ 1,651,726

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	May 05, 2018	Feb. 03, 2018
Statement of Financial Position [Abstract]
Preferred Stock, Shares Authorized	2,000	2,000
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Issued	0	0
Common Stock, Shares Authorized	298,000	298,000
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares, Issued	117,495	117,495
Common Stock, Shares, Outstanding	42,338	41,925
Treasury Stock, Shares	75,157	75,570

XML

Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Performance Shares [Member]	Common Stock [Member]	Common Stock [Member] Performance Shares [Member]	Treasury Stock [Member]	Treasury Stock [Member] Performance Shares [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Performance Shares [Member]	Retained Earnings [Member]	Retained Earnings [Member] Performance Shares [Member]
Balance at Jan. 28, 2017	$ 650,630		$ 1,175		$ (2,291,379)		$ 617,516		$ 2,323,318
Balance (in shares) at Jan. 28, 2017			44,259
Treasury stock (in shares) at Jan. 28, 2017					73,236
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income	51,512		$ 0		$ 0		0		51,512
Dividends declared	(11,547)		0		0		0		(11,547)
Purchases of common shares	(48,508)		$ 0		$ (48,508)		0		0
Purchases of common shares, (in shares)			(992)		992
Exercise of stock options	3,872		$ 0		$ 3,289		583		0
Exercise of stock options (in shares)			105		(105)
Restricted shares vested	0		$ 0		$ 9,741		(9,741)		0
Restricted shares vested, (in shares)			311		(311)
Performance shares vested		$ 0		$ 0		$ 13,523		$ (13,523)		$ 0
Performance shares vested (in shares)				431		(431)
Share activity related to deferred compensation plan	(1)		$ 0		$ (1)		0		0
Share activity related to deferred compensation plan (in shares)			0		0
Other	0		$ 0		$ 0		0		0
Other (in shares)			0		0
Share-based employee compensation expense	7,852		$ 0		$ 0		7,852		0
Balance at Apr. 29, 2017	653,905		$ 1,175		$ (2,313,335)		602,928		2,363,137
Balance (in shares) at Apr. 29, 2017			44,114
Treasury stock (in shares) at Apr. 29, 2017					73,381
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative Effect of New Accounting Principle in Period of Adoption | Accounting Standards Update 2016-09 [Member]	95		$ 0		$ 0		241		(146)
Comprehensive income	138,320		0		0		0		138,320
Dividends declared	(33,199)		0		0		0		(33,199)
Purchases of common shares	(117,249)		$ 0		$ (117,249)		0		0
Purchases of common shares, (in shares)			(2,445)		2,445
Exercise of stock options	7,840		$ 0		$ 6,370		1,470		0
Exercise of stock options (in shares)			199		(199)
Restricted shares vested	0		$ 0		$ 1,821		(1,821)		0
Restricted shares vested, (in shares)			57		(57)
Performance shares vested		0		$ 0		$ 0		0		0
Performance shares vested (in shares)				0		0
Share activity related to deferred compensation plan	(3)		$ 0		$ (3)		0		0
Share activity related to deferred compensation plan (in shares)			0		0
Other	0		$ 0		$ 0		0		0
Other (in shares)			0		0
Share-based employee compensation expense	19,973		$ 0		$ 0		19,973		0
Balance at Feb. 03, 2018	$ 669,587		$ 1,175		$ (2,422,396)		622,550		2,468,258
Balance (in shares) at Feb. 03, 2018	41,925		41,925
Treasury stock (in shares) at Feb. 03, 2018	75,570				75,570
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income	$ 31,239		$ 0		$ 0		0		31,239
Dividends declared	(12,744)		0		0		0		(12,744)
Purchases of common shares	(11,193)		$ 0		$ (11,193)		0		0
Purchases of common shares, (in shares)			(247)		247
Exercise of stock options	20		$ 0		$ 20		0		0
Exercise of stock options (in shares)			1		(1)
Restricted shares vested	0		$ 0		$ 11,736		(11,736)		0
Restricted shares vested, (in shares)			366		(366)
Performance shares vested		$ 0		$ 0		$ 9,391		$ (9,391)		$ 0
Performance shares vested (in shares)				293		(293)
Share activity related to deferred compensation plan	0		$ 0		$ 0		0		0
Share activity related to deferred compensation plan (in shares)			0		0
Other	7		$ 0		$ 5		2		0
Other (in shares)			0		0
Share-based employee compensation expense	12,196		$ 0		$ 0		12,196		0
Balance at May. 05, 2018	$ 689,112		$ 1,175		$ (2,412,437)		$ 613,621		$ 2,486,753
Balance (in shares) at May. 05, 2018	42,338		42,338
Treasury stock (in shares) at May. 05, 2018	75,157				75,157

XML

Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	May 05, 2018	Apr. 29, 2017	Feb. 03, 2018
Statement of Stockholders' Equity [Abstract]
Cash dividends declared per common share	$ 0.30	$ 0.25	$ 0.75

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Operating activities:
Net income	$ 31,239	$ 51,512
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	26,056	26,030
Deferred income taxes	(7,349)	1,544
Loss on disposition of equipment	201	4
Non-cash share-based compensation expense	12,196	7,852
Unrealized (gain) loss on fuel derivatives	(530)	221
Change in assets and liabilities, excluding effects of foreign currency adjustments:
Inventories	23,163	22,569
Accounts payable	(9,041)	(31,359)
Current income taxes	19,742	24,848
Other current assets	(40,818)	(4,816)
Other current liabilities	36,606	(16,093)
Other assets	932	(4,504)
Other liabilities	4,488	7,646
Net cash provided by operating activities	96,885	85,454
Investing activities:
Capital expenditures	(31,015)	(22,125)
Cash proceeds from sale of property and equipment	62	115
Assets acquired under synthetic lease	(34,482)	0
Other	(2)	0
Net cash used in investing activities	(65,437)	(22,010)
Financing activities:
Net (repayments of) proceeds from borrowings under bank credit facility	25,800	(9,300)
Payment of capital lease obligations	(924)	(857)
Dividends paid	(14,386)	(12,683)
Proceeds from the exercise of stock options	20	3,872
Payment for treasury shares acquired	(11,193)	(48,508)
Proceeds from synthetic lease	34,482	0
Other	7	(1)
Net cash used in financing activities	(17,794)	(48,877)
Increase in cash and cash equivalents	13,654	14,567
Cash and cash equivalents:
Beginning of period	51,176	51,164
End of period	$ 64,830	$ 65,731

XML

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

May 05, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

All references in this report to “we,” “us,” or “our” are to Big Lots, Inc. and its subsidiaries.  We are a community retailer in the United States (“U.S.”).  At May 5, 2018, we operated 1,415 stores in 47 states.  We make available, free of charge, through the “Investor Relations” 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 soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).  The contents of our websites are not part of this report.

The accompanying consolidated financial statements and these notes have been prepared in accordance with the rules and regulations of the SEC for interim financial information. The consolidated financial statements reflect all normal recurring adjustments which management believes are necessary to present fairly our financial condition, results of operations, and cash flows for all periods presented. The consolidated financial statements, however, do not include all information necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  Interim results may not necessarily be indicative of results that may be expected for, or actually result during, any other interim period or for the year as a whole.  We have historically experienced, and expect to continue to experience, seasonal fluctuations, with a larger percentage of our net sales and operating profit realized in our fourth fiscal quarter.  The accompanying consolidated financial statements and these notes should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018 (“2017 Form 10-K”).

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 2018 (“2018”) is comprised of the 52 weeks that began on February 4, 2018 and will end 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.  The fiscal quarters ended May 5, 2018 (“first quarter of 2018”) and April 29, 2017 (“first quarter of 2017”) were both comprised of 13 weeks.  

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 and debit cards, and overhead.  Our selling and administrative expense rates may not be comparable to those of other retailers that include warehousing, distribution, and outbound transportation costs in cost of sales.  Warehousing, distribution, and outbound transportation costs included in selling and administrative expenses were $42.9 million and $39.3 million for the first quarter of 2018 and the first quarter of 2017, respectively.

Advertising Expense

Advertising costs, which are expensed as incurred, consist primarily of television and print advertising, digital, internet or e-mail marketing and advertising, and in-store point-of-purchase signage and presentations.  Advertising expenses are included in selling and administrative expenses.  Advertising expenses were $22.0 million and $19.9 million for the first quarter of 2018 and the first quarter of 2017, respectively.

Derivative Instruments

We use derivative instruments to mitigate the risk of market fluctuations in the price of diesel fuel that we expect to consume to support our outbound transportation of inventory to our stores. 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 and comprehensive income.

Supplemental Cash Flow Disclosures

The following table provides supplemental cash flow information for the first quarter of 2018 and 2017:

	Thirteen Weeks Ended
(In thousands)	May 5, 2018		April 29, 2017
Supplemental disclosure of cash flow information:
Cash paid for interest, including capital leases	$	1,513	$	822
Cash paid for income taxes, excluding impact of refunds	1,071		609
Gross proceeds from borrowings under bank credit facility	387,300		365,100
Gross payments of borrowings under bank credit facility	413,100		355,800
Non-cash activity:
Assets acquired under capital leases	—		18
Accrued property and equipment	$	13,078	$	8,835

Reclassifications

Merchandise Categories

We periodically assess, and make 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 for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 either the modified or full retrospective method of adoption. However, the FASB recently issued Proposed ASU No. 2018-200, Leases (Topic 842), Targeted Improvements which would allow 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. The proposed ASU 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 would still adopt the new leases standard using a modified retrospective transition method, but 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 are currently evaluating the impact that this standard will have on our consolidated financial statements and which practical expedients to employ during adoption. We will not early adopt this standard.

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, we adopted the new standard on the retrospective method. The adoption had no impact on the timing of the recognition of our revenue or costs. The adoption did result in an immaterial adjustment 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 under the new standard. Additionally, we considered the disclosure requirements of the standard and determined that no additional disclosures were necessary.

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Bank Credit Facility

3 Months Ended

May 05, 2018

Debt Disclosure [Abstract]

BANK CREDIT FACILITY

BANK CREDIT FACILITY

On July 22, 2011, we entered into a $700 millionfive-year unsecured credit facility, which was first amended on May 30, 2013. On May 28, 2015, we entered into a second amendment of the credit facility that, among other things, extended its term to May 30, 2020 (as amended, the “2011 Credit Agreement”).

Borrowings under the 2011 Credit Agreement are available for general corporate purposes and working capital.  The 2011 Credit Agreement includes a $30 million swing loan sublimit and a $150 million letter of credit sublimit.  The interest rates, pricing and fees under the 2011 Credit Agreement fluctuate based on our debt rating.  The 2011 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 revolving loans made under the 2011 Credit Agreement.  The 2011 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.  A violation of any of the covenants could result in a default under the 2011 Credit Agreement that would permit the lenders to restrict our ability to further access the 2011 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2011 Credit Agreement.  At May 5, 2018, we had $174.0 million of borrowings outstanding under the 2011 Credit Agreement while $8.6 million was committed to outstanding letters of credit, leaving $517.4 million available under the 2011 Credit Agreement.  

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Fair Value Measurements

3 Months Ended

May 05, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

In connection with our nonqualified deferred compensation plan, we had mutual fund investments of $32.6 million and $33.0 million at May 5, 2018 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.

The fair values of our long-term obligations 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, the carrying value of these instruments approximates their fair value.

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

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Shareholders' Equity

3 Months Ended

May 05, 2018

Equity [Abstract]

SHAREHOLDERS' EQUITY

SHAREHOLDERS’ EQUITY

Earnings per Share

There were no adjustments required to be made to the weighted-average common shares outstanding for purposes of computing basic and diluted earnings per share. At May 5, 2018, we excluded from securities outstanding for the computation of earnings per share both certain performance share units, as their performance conditions had not been attained as of May 5, 2018, and antidilutive stock options and restricted stock units. At April 29, 2017, there were no securities outstanding, which were excluded from the computation of earnings per share other than antidilutive stock options, restricted stock awards, restricted stock units, and performance share units.  The stock options outstanding that were antidilutive and excluded from the computation of diluted earnings per share were immaterial for both the first quarter of 2018 and the first quarter of 2017. Antidilutive stock options generally consist of outstanding stock options where the exercise price per share is greater than the weighted-average market price per share for our common shares for each period. Antidilutive stock options, restricted stock awards, restricted stock units and performance share units are excluded from the calculation because they decrease the number of diluted shares outstanding under the treasury stock method. The restricted stock awards, restricted stock units, and performance share units that were antidilutive, as determined under the treasury stock method, were 0.1 million for the first quarter of 2018 and 0.1 million for the first quarter of 2017.

Share Repurchase Programs

On March 7, 2018, our Board of Directors authorized a share repurchase program providing for the repurchase of $100 million of our common shares (“2018 Repurchase Program”). Pursuant to the 2018 Repurchase Program, we may repurchase common 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 2018 Repurchase Program will be available to meet obligations under our equity compensation plans and for general corporate purposes. The 2018 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 on the 2011 Credit Agreement.

During the first quarter of 2018, we did not acquire any common shares under the 2018 Repurchase Program.

Dividends

The Company declared and paid cash dividends per common share during the first quarter of 2018 as follows:

	Dividends Per Share		Amount Declared		Amount Paid
2018:			(In thousands)		(In thousands)
First quarter	$	0.30	$	12,744	$	14,386
Total	$	0.30	$	12,744	$	14,386

The amount of dividends declared may vary from the amount of dividends paid in a period due to the vesting of restricted stock awards, restricted stock units, and performance share units. 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.

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Share-Based Plans

3 Months Ended

May 05, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

SHARE-BASED PLANS

SHARE-BASED PLANS

We have issued nonqualified stock options, restricted stock awards, restricted stock units, and performance share units under our shareholder-approved equity compensation plans.  Our restricted stock awards, restricted stock units, and performance share units, as described below and in note 7 to the consolidated financial statements in our 2017 Form 10-K, are expensed and reported as non-vested shares.  We recognized share-based compensation expense of $12.2 million and $7.9 million in the first quarter of 2018 and the first quarter of 2017, respectively.

Non-vested Restricted Stock

The following table summarizes the non-vested restricted stock awards and restricted stock units activity for the first quarter of 2018:

	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at February 3, 2018	589,843		$	44.77
Granted	212,456		47.36
Vested	(365,667	)	42.19
Forfeited	(26,597	)	43.51
Outstanding non-vested restricted stock at May 5, 2018	410,035		$	47.92

The non-vested restricted stock units granted in the first quarter of 2018 generally vest and are expensed on a ratable basis over three years from the grant date of the award, if certain threshold financial performance objectives are achieved and the grantee remains employed by us through the vesting dates.

The non-vested restricted stock awards granted in 2013 have met the threshold financial performance objective and vested in the first quarter of 2018.

Performance Share Units

In the first quarter of 2018, we issued performance share units (“PSUs”) to certain members of management, which vest if certain financial performance objectives are achieved over a three-year performance period and the grantee remains employed by us during that period. The financial performance objectives for each fiscal year within the three-year performance period are 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.

We have begun or expect to begin recognizing expense related to PSUs as follows:

Issue Year	Outstanding PSUs at May 5, 2018	Actual Grant Date	Expected Valuation (Grant) Date	Actual or Expected Expense Period
2015	2,194	March 2017		Fiscal 2017
2016	293,275	March 2018		Fiscal 2018
2017	233,770		March 2019	Fiscal 2019
2018	244,526		March 2020	Fiscal 2020
Total	773,765

The number of shares to be distributed upon vesting of the PSUs depends on the 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. During the first quarter of 2018, the PSUs issued in 2015 vested with an average performance attainment greater than the targets established. At May 5, 2018, we estimate the attainment of an average performance that is greater than the targets established for the PSUs issued in 2016. During the first quarters of 2018 and 2017, we recognized $8.6 million and $4.5 million in share-based compensation expense related to PSUs, respectively.

The following table summarizes the activity related to PSUs for the first quarter of 2018:

	Number of Units		Weighted Average Grant-Date Fair Value Per Share
Outstanding PSUs at February 3, 2018	249,324		$	51.49
Granted	337,421		55.67
Vested	(247,130	)	51.49
Forfeited	(44,146	)	43.94
Outstanding PSUs at May 5, 2018	295,469		$	55.64

Stock Options

The following table summarizes stock option activity for the first quarter of 2018:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (000's)
Outstanding stock options at February 3, 2018	280,626		$	39.04
Exercised	(625	)	31.76
Forfeited	—		—
Outstanding stock options at May 5, 2018	280,001		$	39.06	1.5	$	930
Vested or expected to vest at May 5, 2018	280,001		$	39.06	1.5	$	930
Exercisable at May 5, 2018	280,001		$	39.06	1.5	$	930

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

The following activity occurred under our share-based plans during the respective periods shown:

	First Quarter
(In thousands)	2018		2017
Total intrinsic value of stock options exercised	$	8	$	1,538
Total fair value of restricted stock vested	17,245		16,200
Total fair value of performance shares vested	$	12,683	$	21,026

The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs issued in 2017 and 2018, at May 5, 2018 was approximately $25.9 million.  This compensation cost is expected to be recognized through March 2021 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.7 years from May 5, 2018.

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Income Taxes

3 Months Ended

May 05, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

In 2017, and in accordance with Staff Accounting Bulletin No. 118, we recorded the provisional tax impacts of the Tax Cut and Jobs Creation Act (“TCJA”) on then existing current and deferred tax amounts. During the first quarter ended May 5, 2018, we made no adjustments to previously recorded provisional amounts related to the TCJA.

We have estimated the reasonably possible expected net change in unrecognized tax benefits through May 4, 2019, based on (1) expected cash and noncash settlements or payments of uncertain tax positions, and (2) 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.

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Contingencies

3 Months Ended

May 05, 2018

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES

CONTINGENCIES

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”), which generally alleged that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The consolidated complaint asserted claims under Ohio law for breach of fiduciary duty, unjust enrichment, misappropriation of trade secrets and corporate waste and sought declaratory relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses. Following the Court’s April 14, 2015 ruling on defendants’ motion to dismiss, plaintiffs filed an amended complaint on August 3, 2015, asserting a single claim for corporate waste against Jeffrey Berger, Steven Fishman, David Kollat, Brenda Lauderback, Philip Mallott, Russell Solt, and Dennis Tishkoff.

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. The plaintiff’s complaint generally alleged that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The complaint asserted claims under Ohio law for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste and misappropriation of trade secrets and sought damages, injunctive relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses. Following the Court’s April 14, 2015 ruling on defendants’ motion to dismiss, plaintiffs filed an amended complaint on August 17, 2015, asserting a single claim for corporate waste. 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 April 6, 2018, the Court issued an Order granting preliminary approval of the Settlement and setting a Fairness Hearing for July 26, 2018.

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. This lawsuit was filed against us, Lisa Bachmann, Mr. Cooper, Mr. Fishman and Mr. Haubiel. The complaint in the putative class action generally alleges that the defendants made statements concerning our financial performance that were false or misleading. The complaint asserted claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 and sought damages in an unspecified amount, plus attorneys’ fees and expenses. The lead plaintiff filed an amended complaint on April 4, 2013, which added Mr. Johnson as a defendant, removed Ms. Bachmann as a defendant, and extended the putative class period to August 23, 2012.

Effective May 16, 2018, the parties executed a Stipulation of Settlement. On May 18, 2018, plaintiffs filed a Motion for Preliminary Approval of Class Action Settlement with the Court. That motion remains pending with the Court.

In connection with the settlement of the Willis class action and the Consolidated Derivative Action, we recorded $34.5 million in other current assets and current insurance reserves for the estimated payout for this matter that is covered by insurance contracts. 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.

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.

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Business Segment Data

3 Months Ended

May 05, 2018

Segment Reporting [Abstract]

BUSINESS SEGMENT DATA

BUSINESS SEGMENT DATA

We use the following seven merchandise categories, which match our internal management and reporting of merchandise net sales: Food, Consumables, Soft Home, Hard Home, Furniture, Seasonal, and Electronics, Toys & Accessories. The Food category includes our beverage & grocery, candy & snacks, and specialty foods departments. The Consumables category includes our health, beauty and cosmetics, plastics, paper, chemical, and pet departments. The Soft Home category includes the home décor, frames, fashion bedding, utility bedding, bath, window, decorative textile, home organization and area rugs departments. The Hard Home category includes our small appliances, table top, food preparation, stationery, greeting cards, and home maintenance 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 Electronics, Toys, & Accessories category includes the electronics, jewelry, hosiery, and toys 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 for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

The following table presents net sales data by merchandise category:

	First Quarter
(In thousands)	2018		2017
Furniture	$	356,974	$	362,939
Soft Home	199,153		188,074
Food	189,424		195,274
Consumables	186,034		189,793
Seasonal	175,601		183,612
Hard Home	87,686		90,519
Electronics, Toys, & Accessories	73,111		84,759
Net sales	$	1,267,983	$	1,294,970

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Derivative Instruments

3 Months Ended

May 05, 2018

Derivative [Line Items]

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS

We enter into derivative instruments designed to mitigate certain risks, including 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 and comprehensive income.

Our outstanding derivative instrument contracts were comprised of the following:

(In thousands)	May 5, 2018	February 3, 2018
Diesel fuel collars	5,100	3,600

The fair value of our outstanding derivative instrument contracts was as follows:

(In thousands)		Assets (Liabilities)
Derivative Instrument	Balance Sheet Location	May 5, 2018			February 3, 2018
Diesel fuel collars	Other current assets	$	725		$	312
	Other assets	520			262
	Accrued operating expenses	(121		)	(77		)
	Other liabilities	(205		)	(107		)
Total derivative instruments		$	919		$	390

The effect of derivative instruments on the consolidated statements of operations and comprehensive income was as follows:

		Amount of Gain (Loss)
(In thousands)		First Quarter
Derivative Instrument	Statements of Operations and Comprehensive Income Location	2018		2017
Diesel fuel collars
Realized	Other income (expense)	$	6	$	(285	)
Unrealized	Other income (expense)	530		(221		)
Total derivative instruments		$	536	$	(506	)

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.

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Subsequent Events

3 Months Ended

May 05, 2018

Subsequent Event [Line Items]

SUBSEQUENT EVENT

SUBSEQUENT EVENTS

On June 5, 2018, we utilized the entire authorization under our 2018 Repurchase Program to execute a $100.0 million accelerated share repurchase transaction (“ASR Transaction”) which reduced our common shares outstanding by 2.0 million initially. The total number of shares repurchased under the ASR Transaction will be based upon the volume weighted average price of our stock over a predetermined period and will not be known until that period ends and a final settlement occurs. The final settlement could increase or decrease the shares initially reduced from our outstanding common shares.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

May 05, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fiscal Period, Policy [Policy Text Block]

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 2018 (“2018”) is comprised of the 52 weeks that began on February 4, 2018 and will end 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.  The fiscal quarters ended May 5, 2018 (“first quarter of 2018”) and April 29, 2017 (“first quarter of 2017”) were both comprised of 13 weeks.  

Selling, General and Administrative Expenses, Policy [Policy Text Block]

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 and debit cards, and overhead.  Our selling and administrative expense rates may not be comparable to those of other retailers that include warehousing, distribution, and outbound transportation costs in cost of sales.  Warehousing, distribution, and outbound transportation costs included in selling and administrative expenses were $42.9 million and $39.3 million for the first quarter of 2018 and the first quarter of 2017, respectively.

Advertising Costs, Policy [Policy Text Block]

Advertising Expense

Advertising costs, which are expensed as incurred, consist primarily of television and print advertising, digital, internet or e-mail marketing and advertising, and in-store point-of-purchase signage and presentations.  Advertising expenses are included in selling and administrative expenses.  Advertising expenses were $22.0 million and $19.9 million for the first quarter of 2018 and the first quarter of 2017, respectively.

Derivatives, Policy [Policy Text Block]

Derivative Instruments

We use derivative instruments to mitigate the risk of market fluctuations in the price of diesel fuel that we expect to consume to support our outbound transportation of inventory to our stores. 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 and comprehensive income.

Comparability of Prior Year Financial Data, Policy [Policy Text Block]

Reclassifications

Merchandise Categories

We periodically assess, and make 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 for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 either the modified or full retrospective method of adoption. However, the FASB recently issued Proposed ASU No. 2018-200, Leases (Topic 842), Targeted Improvements which would allow 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. The proposed ASU 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 would still adopt the new leases standard using a modified retrospective transition method, but 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 are currently evaluating the impact that this standard will have on our consolidated financial statements and which practical expedients to employ during adoption. We will not early adopt this standard.

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, we adopted the new standard on the retrospective method. The adoption had no impact on the timing of the recognition of our revenue or costs. The adoption did result in an immaterial adjustment 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 under the new standard. Additionally, we considered the disclosure requirements of the standard and determined that no additional disclosures were necessary.

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Basis of Presentation and Summary of Significant Accounting Policies Supplemental Cash Flow Disclosures (Tables)

3 Months Ended

May 05, 2018

Other Significant Noncash Transactions [Line Items]

Schedule of Other Significant Noncash Transactions [Table Text Block]

The following table provides supplemental cash flow information for the first quarter of 2018 and 2017:

	Thirteen Weeks Ended
(In thousands)	May 5, 2018		April 29, 2017
Supplemental disclosure of cash flow information:
Cash paid for interest, including capital leases	$	1,513	$	822
Cash paid for income taxes, excluding impact of refunds	1,071		609
Gross proceeds from borrowings under bank credit facility	387,300		365,100
Gross payments of borrowings under bank credit facility	413,100		355,800
Non-cash activity:
Assets acquired under capital leases	—		18
Accrued property and equipment	$	13,078	$	8,835

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Shareholders' Equity Dividends Declared (Tables)

3 Months Ended

May 05, 2018

Equity [Abstract]

Dividends Declared [Table Text Block]

The Company declared and paid cash dividends per common share during the first quarter of 2018 as follows:

	Dividends Per Share		Amount Declared		Amount Paid
2018:			(In thousands)		(In thousands)
First quarter	$	0.30	$	12,744	$	14,386
Total	$	0.30	$	12,744	$	14,386

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Share-Based Plans (Tables)

3 Months Ended

May 05, 2018

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

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

The following table summarizes the non-vested restricted stock awards and restricted stock units activity for the first quarter of 2018:

	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at February 3, 2018	589,843		$	44.77
Granted	212,456		47.36
Vested	(365,667	)	42.19
Forfeited	(26,597	)	43.51
Outstanding non-vested restricted stock at May 5, 2018	410,035		$	47.92

Schedule of Nonvested Performance-based Units Activity [Table Text Block]

The following table summarizes the activity related to PSUs for the first quarter of 2018:

	Number of Units		Weighted Average Grant-Date Fair Value Per Share
Outstanding PSUs at February 3, 2018	249,324		$	51.49
Granted	337,421		55.67
Vested	(247,130	)	51.49
Forfeited	(44,146	)	43.94
Outstanding PSUs at May 5, 2018	295,469		$	55.64

Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table summarizes stock option activity for the first quarter of 2018:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (000's)
Outstanding stock options at February 3, 2018	280,626		$	39.04
Exercised	(625	)	31.76
Forfeited	—		—
Outstanding stock options at May 5, 2018	280,001		$	39.06	1.5	$	930
Vested or expected to vest at May 5, 2018	280,001		$	39.06	1.5	$	930
Exercisable at May 5, 2018	280,001		$	39.06	1.5	$	930

Schedule of Share Based Compensation, Additional Information [Table Text Block]

The following activity occurred under our share-based plans during the respective periods shown:

	First Quarter
(In thousands)	2018		2017
Total intrinsic value of stock options exercised	$	8	$	1,538
Total fair value of restricted stock vested	17,245		16,200
Total fair value of performance shares vested	$	12,683	$	21,026

Performance Shares [Member]

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

Schedule of Share Based Compensation, Additional Information [Table Text Block]

We have begun or expect to begin recognizing expense related to PSUs as follows:

Issue Year	Outstanding PSUs at May 5, 2018	Actual Grant Date	Expected Valuation (Grant) Date	Actual or Expected Expense Period
2015	2,194	March 2017		Fiscal 2017
2016	293,275	March 2018		Fiscal 2018
2017	233,770		March 2019	Fiscal 2019
2018	244,526		March 2020	Fiscal 2020
Total	773,765

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Business Segment Data (Tables)

3 Months Ended

May 05, 2018

Segment Reporting [Abstract]

Schedule of Net Sales by Category [Table Text Block]

The following table presents net sales data by merchandise category:

	First Quarter
(In thousands)	2018		2017
Furniture	$	356,974	$	362,939
Soft Home	199,153		188,074
Food	189,424		195,274
Consumables	186,034		189,793
Seasonal	175,601		183,612
Hard Home	87,686		90,519
Electronics, Toys, & Accessories	73,111		84,759
Net sales	$	1,267,983	$	1,294,970

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Derivative Instruments (Tables)

3 Months Ended

May 05, 2018

Derivative [Line Items]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

Our outstanding derivative instrument contracts were comprised of the following:

(In thousands)	May 5, 2018	February 3, 2018
Diesel fuel collars	5,100	3,600

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The fair value of our outstanding derivative instrument contracts was as follows:

(In thousands)		Assets (Liabilities)
Derivative Instrument	Balance Sheet Location	May 5, 2018			February 3, 2018
Diesel fuel collars	Other current assets	$	725		$	312
	Other assets	520			262
	Accrued operating expenses	(121		)	(77		)
	Other liabilities	(205		)	(107		)
Total derivative instruments		$	919		$	390

Derivative Instruments, Gain (Loss) [Table Text Block]

The effect of derivative instruments on the consolidated statements of operations and comprehensive income was as follows:

		Amount of Gain (Loss)
(In thousands)		First Quarter
Derivative Instrument	Statements of Operations and Comprehensive Income Location	2018		2017
Diesel fuel collars
Realized	Other income (expense)	$	6	$	(285	)
Unrealized	Other income (expense)	530		(221		)
Total derivative instruments		$	536	$	(506	)

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Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Millions	3 Months Ended		12 Months Ended
	May 05, 2018 USD ($) store	Apr. 29, 2017 USD ($)	Feb. 02, 2019	Feb. 03, 2018
Components of Operating Cost and Expense [Abstract]
Number of Stores | store	1,415
Number of States in which Entity Operates	47
Operating Cycle	52 or 53 weeks
Fiscal Period Duration	91 days	91 days	364 days	371 days
Distribution and Outbound Transportation Costs	$ 42.9	$ 39.3
Advertising Expense	$ 22.0	$ 19.9

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Basis of Presentation and Summary of Significant Accounting Policies - Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Supplemental disclosure of cash flow information:
Cash paid for interest, including capital leases	$ 1,513	$ 822
Cash paid for income taxes, excluding impact of refunds	1,071	609
Gross proceeds from from borrowings under bank credit facility	387,300	365,100
Gross payments of borrowings under bank credit facility	413,100	355,800
Non-cash activity:
Assets acquired under capital leases	0	18
Accrued property and equipment	$ 13,078	$ 8,835

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Bank Credit Facility (Details) - 2011 Credit Agreement [Member] - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	May 30, 2015	May 05, 2018	May 28, 2015
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 700.0
Debt Instrument, Term	5 years
Line of Credit Facility, Swing Loan Sublimit		$ 30.0
Line of Credit Facility, Letter of Credit Sublimit		150.0
Line of Credit Facility, Amount Outstanding		174.0
Line of Credit Facility, Letters of Credit Outstanding		8.6
Line of Credit Facility, Remaining Borrowing Capacity		$ 517.4

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Fair Value Measurements (Details) - USD ($) $ in Millions	May 05, 2018	Feb. 03, 2018
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading Securities, Fair Value Disclosure	$ 32.6	$ 33.0

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Shareholders' Equity - Earnings Per Share (Details) - shares	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Class of Stock [Line Items]
Weighted Average Number Diluted Shares Outstanding Adjustment	0	0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Other Than Stock Options and Restricted Stock Awards, Amount	0	0
Stock Options [Member]
Class of Stock [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0
Restricted Stock [Member]
Class of Stock [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	100,000	100,000

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Shareholders' Equity - Share Repurchase Programs (Details) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 05, 2018	May 05, 2018	Apr. 29, 2017	Feb. 03, 2018	Mar. 07, 2018
Class of Stock [Line Items]
Stock Repurchased During Period, Value		$ 11,193	$ 48,508	$ 117,249
Common Stock [Member] | 2018 Repurchase Program [Member]
Class of Stock [Line Items]
Stock Repurchase Program, Authorized Amount					$ 100,000
Stock Repurchased During Period, Shares	2,000
Stock Repurchased During Period, Value	$ 100,000	$ 0

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Shareholders' Equity - Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	May 05, 2018	Apr. 29, 2017	Feb. 03, 2018
Equity [Abstract]
Common Stock, Dividends, Per Share, Cash Paid	$ 0.30
Amount declared (Dividends)	$ 12,744	$ 11,547	$ 33,199
Amount paid (Dividends)	$ (14,386)	$ (12,683)

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Share-Based Plans - General and Other than Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017	Feb. 03, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Expense	$ 12,200	$ 7,900
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 25,900
Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 8 months 6 days
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, beginning balance	589,843
Granted	212,456
Vested	(365,667)
Forfeited	(26,597)
Nonvested, ending balance	410,035
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Nonvested, Weighted Average Grant Date Fair Value	$ 47.92		$ 44.77
Grants in Period, Weighted Average Grant Date Fair Value	47.36
Vested in Period, Weighted Average Grant Date Fair Value	42.19
Forfeited in Period, Weighted Average Grant Date Fair Value	$ 43.51
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Total fair value of other than options vested	$ 17,245	16,200
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Award Requisite Service Period	3 years
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Expense	$ 8,600	4,500
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, beginning balance	249,324
Granted	337,421
Vested	(247,130)
Forfeited	(44,146)
Nonvested, ending balance	295,469
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Nonvested, Weighted Average Grant Date Fair Value	$ 55.64		$ 51.49
Grants in Period, Weighted Average Grant Date Fair Value	55.67
Vested in Period, Weighted Average Grant Date Fair Value	51.49
Forfeited in Period, Weighted Average Grant Date Fair Value	$ 43.94
Award Vesting Period	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Performance Share Units Issued, Nonvested, Number	773,765
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Total fair value of other than options vested	$ 12,683	21,026
2015 PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Performance Share Units Issued, Nonvested, Number	2,194
2016 PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Performance Share Units Issued, Nonvested, Number	293,275
2017 PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Performance Share Units Issued, Nonvested, Number	233,770
2018 PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Performance Share Units Issued, Nonvested, Number	244,526
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Award Requisite Service Period	4 years
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Total intrinsic value of stock options exercised	$ 8	$ 1,538
Share-based Compensation Arrangement by Share-based Payment Award, Award Term	7 years

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Share-Based Plans Share-Based Plans - Options (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	May 05, 2018	Feb. 03, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding stock options, beginning balance	280,626
Exercised	(625)
Forfeited	0
Outstanding stock options, ending balance	280,001	280,626
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options, Vested and Expected to Vest, Outstanding, Number	280,001
Options, Exercisable, Number	280,001
Options, Outstanding, Weighted Average Exercise Price	$ 39.06	$ 39.04
Options, Exercises in Period, Weighted Average Exercise Price	31.76
Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	0.00
Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	39.06
Options, Exercisable, Weighted Average Exercise Price	$ 39.06
Options, Outstanding, Weighted Average Remaining Contractual Term	1 year 5 months 15 days
Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term	1 year 5 months 15 days
Options, Exercisable, Weighted Average Remaining Contractual Term	1 year 5 months 15 days
Options, Outstanding, Intrinsic Value	$ 930
Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	930
Options, Exercisable, Intrinsic Value	$ 930
Award Requisite Service Period	4 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Term	7 years

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Income Taxes (Details) $ in Millions	May 05, 2018 USD ($)
Income Tax Contingency [Line Items]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit	$ (4.0)

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Contingencies (Details) $ in Millions	3 Months Ended
	May 05, 2018 USD ($)
Pending Litigation [Member]
Loss Contingencies [Line Items]
Number of Shareholder Derivative Lawsuits	3
Shareholder and Derivatives Matter [Member] | Settled Litigation [Member]
Loss Contingencies [Line Items]
Loss Contingency, Loss in Period	$ 3.5
Loss Contingency, Receivable, Current	$ 34.5

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Business Segment Data (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Segment Reporting Information [Line Items]
Net sales	$ 1,267,983	$ 1,294,970
Furniture [Member]
Segment Reporting Information [Line Items]
Net sales	356,974	362,939
Soft Home [Member]
Segment Reporting Information [Line Items]
Net sales	199,153	188,074
Food [Member]
Segment Reporting Information [Line Items]
Net sales	189,424	195,274
Consumables [Member]
Segment Reporting Information [Line Items]
Net sales	186,034	189,793
Seasonal [Member]
Segment Reporting Information [Line Items]
Net sales	175,601	183,612
Hard Home [Member]
Segment Reporting Information [Line Items]
Net sales	87,686	90,519
Electronics, Toys, & Accessories [Member]
Segment Reporting Information [Line Items]
Net sales	$ 73,111	$ 84,759

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Derivative Instruments (Details) number in Thousands, $ in Thousands	3 Months Ended
	May 05, 2018 USD ($)	Apr. 29, 2017 USD ($)	Feb. 03, 2018 USD ($)
Fuel [Member]
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount	5,100		3,600
Energy Related Derivative [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative, Fair Value, Net	$ 919		$ 390
Energy Related Derivative [Member] | Other Nonoperating Income (Expense) [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Sale of Commodity Contracts	6	$ (285)
Unrealized Gain (Loss) on Commodity Contracts	530	(221)
Derivative, Gain (Loss) on Derivative, Net	536	$ (506)
Energy Related Derivative [Member] | Other Current Assets [Member]
Derivative Asset [Abstract]
Derivative Asset, Current	725		312
Energy Related Derivative [Member] | Other Assets [Member]
Derivative Asset [Abstract]
Derivative asset, Other assets	520		262
Energy Related Derivative [Member] | Accrued Operating Expenses [Member]
Derivative Liability [Abstract]
Derivative Liability, Current	(121)		(77)
Energy Related Derivative [Member] | Other Liabilities [Member]
Derivative Liability [Abstract]
Derivative Liability, Other Liabilities	$ (205)		$ (107)

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Subsequent Events (Details) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 05, 2018	May 05, 2018	Apr. 29, 2017	Feb. 03, 2018
Subsequent Event [Line Items]
Stock Repurchased During Period, Value		$ 11,193	$ 48,508	$ 117,249
Common Stock [Member] | 2018 Repurchase Program [Member]
Subsequent Event [Line Items]
Stock Repurchased During Period, Value	$ 100,000	$ 0
Stock Repurchased During Period, Shares	2,000