|
Ohio
|
|
06-1119097
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
300 Phillipi Road, P.O. Box 28512, Columbus, Ohio
|
|
43228-5311
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
(614) 278-6800
|
||
(Registrant’s telephone number, including area code)
|
||
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Shares $0.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
Part I
|
Page
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
|
|
|
|
Part II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
Part III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
Part IV
|
|
Item 15.
|
||
|
||
|
|
|
Fiscal Year
|
|
Number of Weeks
|
|
Year Begin Date
|
|
Year End Date
|
2016
|
|
52
|
|
January 31, 2016
|
|
January 28, 2017
|
2015
|
|
52
|
|
February 1, 2015
|
|
January 30, 2016
|
2014
|
|
52
|
|
February 2, 2014
|
|
January 31, 2015
|
2013
|
|
52
|
|
February 3, 2013
|
|
February 1, 2014
|
2012
|
|
53
|
|
January 29, 2012
|
|
February 2, 2013
|
2011
|
|
52
|
|
January 30, 2011
|
|
January 28, 2012
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||
Stores open at the beginning of the year
|
1,460
|
|
|
1,493
|
|
|
1,495
|
|
|
1,451
|
|
|
1,398
|
|
Stores opened during the year
|
9
|
|
|
24
|
|
|
55
|
|
|
87
|
|
|
92
|
|
Stores closed during the year
|
(20
|
)
|
|
(57
|
)
|
|
(57
|
)
|
|
(43
|
)
|
|
(39
|
)
|
Stores open at the end of the year
|
1,449
|
|
|
1,460
|
|
|
1,493
|
|
|
1,495
|
|
|
1,451
|
|
Alabama
|
29
|
|
|
Maine
|
6
|
|
|
Ohio
|
96
|
|
Arizona
|
39
|
|
|
Maryland
|
26
|
|
|
Oklahoma
|
18
|
|
Arkansas
|
12
|
|
|
Massachusetts
|
21
|
|
|
Oregon
|
15
|
|
California
|
159
|
|
|
Michigan
|
45
|
|
|
Pennsylvania
|
69
|
|
Colorado
|
19
|
|
|
Minnesota
|
7
|
|
|
Rhode Island
|
1
|
|
Connecticut
|
13
|
|
|
Mississippi
|
14
|
|
|
South Carolina
|
33
|
|
Delaware
|
5
|
|
|
Missouri
|
25
|
|
|
Tennessee
|
47
|
|
Florida
|
103
|
|
|
Montana
|
3
|
|
|
Texas
|
116
|
|
Georgia
|
54
|
|
|
Nebraska
|
3
|
|
|
Utah
|
9
|
|
Idaho
|
6
|
|
|
Nevada
|
13
|
|
|
Vermont
|
4
|
|
Illinois
|
34
|
|
|
New Hampshire
|
7
|
|
|
Virginia
|
40
|
|
Indiana
|
45
|
|
|
New Jersey
|
28
|
|
|
Washington
|
28
|
|
Iowa
|
3
|
|
|
New Mexico
|
12
|
|
|
West Virginia
|
17
|
|
Kansas
|
8
|
|
|
New York
|
63
|
|
|
Wisconsin
|
12
|
|
Kentucky
|
40
|
|
|
North Carolina
|
74
|
|
|
Wyoming
|
2
|
|
Louisiana
|
24
|
|
|
North Dakota
|
1
|
|
|
District of Columbia
|
1
|
|
|
|
|
|
|
|
Total stores
|
1,449
|
|
||
|
|
|
|
|
|
Number of states
|
47
|
|
•
|
Fluctuating commodity prices, including but not limited to diesel fuel and other fuels used to generate power by utilities, may affect our gross profit and operating profit margins;
|
•
|
Changes in governmental laws and regulations, including matters related to taxation. In particular, income tax reform in which the marginal tax rates are significantly reduced could adversely impact the value of our net deferred tax assets;
|
•
|
A downgrade in our credit rating could negatively affect our ability to access capital or could increase our borrowing costs;
|
•
|
Events or circumstances could occur which could create bad publicity for us or for types of merchandise offered in our stores which may negatively impact our business results including our sales;
|
•
|
Infringement of our intellectual property, including the Big Lots trademarks, could dilute their value; and
|
•
|
Other risks described from time to time in our filings with the SEC.
|
State
|
Stores Owned
|
|
Arizona
|
2
|
|
California
|
39
|
|
Colorado
|
3
|
|
Florida
|
3
|
|
Louisiana
|
1
|
|
Michigan
|
1
|
|
New Mexico
|
2
|
|
Ohio
|
1
|
|
Texas
|
3
|
|
Total
|
55
|
|
|
|
|
|
|
Square Footage
|
||
State
|
Owned
|
Leased
|
Total
|
|
Owned
|
Leased
|
Total
|
|
|
|
|
|
(Square footage in thousands)
|
||
Ohio
|
1
|
—
|
1
|
|
3,559
|
—
|
3,559
|
California
|
1
|
—
|
1
|
|
1,423
|
—
|
1,423
|
Alabama
|
1
|
—
|
1
|
|
1,411
|
—
|
1,411
|
Oklahoma
|
1
|
—
|
1
|
|
1,297
|
—
|
1,297
|
Pennsylvania
|
1
|
—
|
1
|
|
1,295
|
—
|
1,295
|
Total
|
5
|
—
|
5
|
|
8,985
|
—
|
8,985
|
Name
|
Age
|
Offices Held
|
Officer Since
|
David J. Campisi
|
60
|
Chief Executive Officer and President
|
2013
|
Lisa M. Bachmann
|
54
|
Executive Vice President, Chief Merchandising and Operating Officer
|
2002
|
Timothy A. Johnson
|
48
|
Executive Vice President, Chief Administrative Officer and Chief Financial Officer
|
2004
|
Michael A. Schlonsky
|
49
|
Executive Vice President, Human Resources and Store Operations
|
2000
|
Ronald A. Robins, Jr.
|
52
|
Senior Vice President, General Counsel and Corporate Secretary
|
2015
|
Andrew D. Stein
|
50
|
Senior Vice President, Chief Customer Officer
|
2013
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
2015
|
|
2014
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
51.11
|
|
|
$
|
44.45
|
|
|
$
|
40.24
|
|
|
$
|
25.50
|
|
Second Quarter
|
48.53
|
|
|
41.37
|
|
|
46.39
|
|
|
36.76
|
|
||||
Third Quarter
|
50.15
|
|
|
39.77
|
|
|
48.52
|
|
|
41.23
|
|
||||
Fourth Quarter
|
$
|
48.14
|
|
|
$
|
33.78
|
|
|
$
|
51.75
|
|
|
$
|
38.15
|
|
|
2015
|
|
2014
|
||||
First Quarter
|
$
|
0.19
|
|
|
$
|
—
|
|
Second Quarter
|
0.19
|
|
|
0.17
|
|
||
Third Quarter
|
0.19
|
|
|
0.17
|
|
||
Fourth Quarter
|
0.19
|
|
|
0.17
|
|
||
Total
|
$
|
0.76
|
|
|
$
|
0.51
|
|
(1)
|
In November 2015 and January 2016, in connection with the vesting of certain outstanding restricted stock awards and restricted stock units, we acquired 239 and 198 of our common shares, respectively, which were withheld to satisfy minimum statutory income tax withholdings.
|
|
Indexed Returns
|
|||||||||||||||||
|
Years Ended
|
|||||||||||||||||
|
Base Period
|
|
|
|
|
|
||||||||||||
|
January
|
January
|
January
|
January
|
January
|
January
|
||||||||||||
Company / Index
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
||||||||||||
Big Lots, Inc.
|
$
|
100.00
|
|
$
|
125.71
|
|
$
|
101.63
|
|
$
|
84.19
|
|
$
|
145.97
|
|
$
|
125.39
|
|
S&P 500 Index
|
100.00
|
|
105.33
|
|
123.86
|
|
149.21
|
|
170.43
|
|
169.30
|
|
||||||
S&P 500 Retailing Index
|
$
|
100.00
|
|
$
|
113.42
|
|
$
|
144.15
|
|
$
|
180.69
|
|
$
|
216.99
|
|
$
|
253.44
|
|
|
Fiscal Year
|
||||||||||||||
(In thousands, except per share amounts and store counts)
|
2015
(a)
|
2014
(a)
|
2013
(a)
|
2012
(b)
|
2011
(a)
|
||||||||||
Net sales
|
$
|
5,190,582
|
|
$
|
5,177,078
|
|
$
|
5,124,755
|
|
$
|
5,212,318
|
|
$
|
5,097,144
|
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
3,123,396
|
|
3,133,124
|
|
3,117,386
|
|
3,157,632
|
|
3,058,442
|
|
|||||
Gross margin
|
2,067,186
|
|
2,043,954
|
|
2,007,369
|
|
2,054,686
|
|
2,038,702
|
|
|||||
Selling and administrative expenses
|
1,708,717
|
|
1,699,764
|
|
1,664,031
|
|
1,639,770
|
|
1,594,346
|
|
|||||
Depreciation expense
|
122,737
|
|
119,702
|
|
113,228
|
|
103,146
|
|
88,324
|
|
|||||
Operating profit
|
235,732
|
|
224,488
|
|
230,110
|
|
311,770
|
|
356,032
|
|
|||||
Interest expense
|
(3,683
|
)
|
(2,588
|
)
|
(3,293
|
)
|
(4,184
|
)
|
(2,738
|
)
|
|||||
Other income (expense)
|
(5,199
|
)
|
—
|
|
(12
|
)
|
2
|
|
163
|
|
|||||
Income from continuing operations before income taxes
|
226,850
|
|
221,900
|
|
226,805
|
|
307,588
|
|
353,457
|
|
|||||
Income tax expense
|
83,842
|
|
85,239
|
|
85,515
|
|
117,071
|
|
133,880
|
|
|||||
Income from continuing operations
|
143,008
|
|
136,661
|
|
141,290
|
|
190,517
|
|
219,577
|
|
|||||
Loss from discontinued operations, net of tax
|
(135
|
)
|
(22,385
|
)
|
(15,995
|
)
|
(13,396
|
)
|
(12,513
|
)
|
|||||
Net income
|
$
|
142,873
|
|
$
|
114,276
|
|
$
|
125,295
|
|
$
|
177,121
|
|
$
|
207,064
|
|
Earnings per common share - basic:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
2.83
|
|
$
|
2.49
|
|
$
|
2.46
|
|
$
|
3.18
|
|
$
|
3.21
|
|
Discontinued operations
|
—
|
|
(0.41
|
)
|
(0.28
|
)
|
(0.22
|
)
|
(0.18
|
)
|
|||||
|
$
|
2.83
|
|
$
|
2.08
|
|
$
|
2.18
|
|
$
|
2.96
|
|
$
|
3.03
|
|
Earnings per common share - diluted:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
2.81
|
|
$
|
2.46
|
|
$
|
2.44
|
|
$
|
3.15
|
|
$
|
3.16
|
|
Discontinued operations
|
—
|
|
(0.40
|
)
|
(0.28
|
)
|
(0.22
|
)
|
(0.18
|
)
|
|||||
|
$
|
2.80
|
|
$
|
2.06
|
|
$
|
2.16
|
|
$
|
2.93
|
|
$
|
2.98
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
50,517
|
|
54,935
|
|
57,415
|
|
59,852
|
|
68,316
|
|
|||||
Diluted
|
50,964
|
|
55,552
|
|
57,958
|
|
60,476
|
|
69,419
|
|
|||||
Cash dividends declared per common share
|
$
|
0.76
|
|
$
|
0.51
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Balance sheet data:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,640,370
|
|
$
|
1,635,891
|
|
$
|
1,739,599
|
|
$
|
1,753,626
|
|
$
|
1,641,310
|
|
Working capital
(c)
|
315,984
|
|
411,446
|
|
483,833
|
|
423,300
|
|
379,052
|
|
|||||
Cash and cash equivalents
|
54,144
|
|
52,261
|
|
68,629
|
|
60,581
|
|
68,547
|
|
|||||
Long-term obligations under bank credit facility
|
62,300
|
|
62,100
|
|
77,000
|
|
171,200
|
|
65,900
|
|
|||||
Shareholders’ equity
|
$
|
720,470
|
|
$
|
789,550
|
|
$
|
901,427
|
|
$
|
758,142
|
|
$
|
823,233
|
|
Cash flow data:
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
342,352
|
|
$
|
318.562
|
|
$
|
198,334
|
|
$
|
281,133
|
|
$
|
318,471
|
|
Cash used in investing activities
|
$
|
(113,193
|
)
|
$
|
(90,749
|
)
|
$
|
(97,495
|
)
|
$
|
(130,357
|
)
|
$
|
(120,712
|
)
|
Store data:
|
|
|
|
|
|
||||||||||
Total gross square footage
|
44,914
|
|
45,134
|
|
45,708
|
|
45,505
|
|
43,932
|
|
|||||
Total selling square footage
|
31,775
|
|
32,006
|
|
32,732
|
|
32,623
|
|
31,512
|
|
|||||
Stores opened during the fiscal year
|
9
|
|
24
|
|
55
|
|
87
|
|
92
|
|
|||||
Stores closed during the fiscal year
|
(20
|
)
|
(57
|
)
|
(57
|
)
|
(43
|
)
|
(39
|
)
|
|||||
Stores open at end of the fiscal year
|
1,449
|
|
1,460
|
|
1,493
|
|
1,495
|
|
1,451
|
|
(a)
|
The period presented is comprised of 52 weeks.
|
(b)
|
The period presented is comprised of 53 weeks.
|
(c)
|
During 2015, we adopted Accounting Standards Update 2015-17 related to the presentation of deferred taxes. As such, we reclassified our current deferred tax assets and liabilities to noncurrent deferred income tax assets for all fiscal years presented.
|
•
|
Net sales increased $13.5 million, or 0.3%.
|
•
|
Comparable store sales for stores open at least fifteen months increased $91.1 million, or 1.8%.
|
•
|
Gross margin dollars increased $23.2 million with a 30 basis point increase in gross margin rate to 39.8% of sales.
|
•
|
Selling and administrative expenses increased $8.9 million. As a percentage of net sales, selling and administrative expenses increased 10 basis points to 32.9% of net sales.
|
•
|
Operating profit rate increased 20 basis points to 4.5%.
|
•
|
Diluted earnings per share from continuing operations increased 14.2% to $2.81 per share, compared to $2.46 per share in 2014.
|
•
|
Our return on invested capital increased to 16.6% from 14.9%.
|
•
|
Inventory of $850.0 million represented a $1.7 million decrease, or 0.2%, from
2014
.
|
•
|
We acquired approximately 4.4 million of our outstanding common shares for $200.0 million, under our 2015 Repurchase Program (as defined below in “Capital Resources and Liquidity”), at a weighted average price of $45.82 per share.
|
•
|
We declared and paid four quarterly cash dividends in the amount of $0.19 per common share, for a total paid amount of approximately $38.5 million.
|
|
2015
|
2014
|
2013
|
|||
Net sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
60.2
|
|
60.5
|
|
60.8
|
|
Gross margin
|
39.8
|
|
39.5
|
|
39.2
|
|
Selling and administrative expenses
|
32.9
|
|
32.8
|
|
32.5
|
|
Depreciation expense
|
2.4
|
|
2.3
|
|
2.2
|
|
Operating profit
|
4.5
|
|
4.3
|
|
4.5
|
|
Interest expense
|
(0.1
|
)
|
(0.0
|
)
|
(0.1
|
)
|
Other income (expense)
|
(0.1
|
)
|
0.0
|
|
(0.0
|
)
|
Income from continuing operations before income taxes
|
4.4
|
|
4.3
|
|
4.4
|
|
Income tax expense
|
1.6
|
|
1.6
|
|
1.7
|
|
Income from continuing operations
|
2.8
|
|
2.6
|
|
2.8
|
|
Loss from discontinued operations, net of tax
|
(0.0
|
)
|
(0.4
|
)
|
(0.3
|
)
|
Net income
|
2.8
|
%
|
2.2
|
%
|
2.4
|
%
|
|
First
|
Second
|
Third
|
Fourth
|
||||
Fiscal Year 2015
|
|
|
|
|
||||
Net sales as a percentage of full year
|
24.7
|
%
|
23.3
|
%
|
21.5
|
%
|
30.5
|
%
|
Operating profit as a percentage of full year
|
22.3
|
|
12.9
|
|
(0.9
|
)
|
65.7
|
|
Fiscal Year 2014
|
|
|
|
|
||||
Net sales as a percentage of full year
|
24.7
|
%
|
23.1
|
%
|
21.4
|
%
|
30.8
|
%
|
Operating profit as a percentage of full year
|
21.0
|
|
12.4
|
|
(1.7
|
)
|
68.3
|
|
Fiscal Year 2013
|
|
|
|
|
||||
Net sales as a percentage of full year
|
24.7
|
%
|
23.0
|
%
|
21.6
|
%
|
30.7
|
%
|
Operating profit as a percentage of full year
|
26.7
|
|
15.9
|
|
(1.2
|
)
|
58.6
|
|
•
|
Earnings per diluted share from continuing operations to be $3.20 to $3.35.
|
◦
|
Our earnings per diluted share estimate is non-GAAP as it excludes the impact of the expected expenses associated with the termination of our Pension Plan and Supplemental Pension Plan, which are estimated to be approximately $15 million (after-tax) that may be incurred in either 2016 or 2017; therefore the impact of these charges may be up to $0.35 during 2016.
|
•
|
Comparable store sales increase in the low single digits for brick and mortar locations coupled with the launch of our e-commerce business in the first quarter of 2016, partially offset by a lower expected store count.
|
•
|
Opening 15 new stores and closing 30 stores.
|
•
|
Cash flow (operating activities less investing activities) of approximately $200 million.
|
•
|
Cash returned to shareholders of approximately $290 million, through our quarterly dividend program and the 2016 Repurchase Program.
|
•
|
Our Food and Consumables categories focus primarily on catering to our core customer’s daily essentials, or “need, use, buy most” items, by providing significant value and consistency of product offerings. We believe we possess a competitive advantage in the Food and Consumables categories based on our sourcing capabilities for closeout merchandise. Manufacturers and vendors have closeout merchandise for a variety of different reasons, including other retailers canceling orders or going out of business, marketing or packaging changes, or a new product launch that has underperformed. We believe our vendor relationships along with our size and financial strength afford us these opportunities. We have expanded and improved the consistency of our offerings in these categories to supplement our closeout strategy. During 2014 and 2015, we expanded our everyday offerings by installing coolers and freezers in the majority of our stores.
|
•
|
Our Soft Home and Hard Home categories address our core customer’s cooking and living essentials, such as tabletop, bedding, and bath, as well as their home-related discretionary items, such as small appliances, home fashion, and accents. We believe that our competitive advantage in the Soft Home and Hard Home categories is based on the quality, brand, fashion, and value of our merchandise offerings, with a particular focus on value and savings. In these categories, our merchandise mix is comprised of replenishable products or assortments we develop with our vendors. Our closeout penetration in these categories is meaningfully lower than in our Food and Consumables categories. In 2014, we began to amplify our assortment in Soft Home by introducing more fashion-based products that our core customer uses to decorate her home. In 2015, we continued to introduce additional fashion-based products as we expanded our space allocation and offerings.
|
•
|
Our Furniture category primarily focuses on our core customer’s home furnishing needs, such as upholstery, mattresses, ready-to-assemble, and case goods. In Furniture, we believe our competitive advantage is attributable to our sourcing relationships, everyday value offerings, and our in-store availability. A significant majority of our offerings in this category consists of replenishable products sourced either from recognized brand-name manufacturers or sold under our own brands. Our long-standing relationships with certain brand-name manufacturers, most notably in our mattresses and upholstery departments, allow us to work directly with them to create product offerings specifically for our stores, which allows us to provide a high-quality product at a competitive price. Additionally, we believe our ability to carry in-stock inventory of our core furniture offerings that is available to take home at the end of our customer’s shopping experience positively differentiates us from our competition.
|
•
|
Our Seasonal and Electronics & Accessories categories focus on our core customer’s discretionary purchases, such as patio furniture, summer outdoor décor, and Christmas trim. For the Seasonal and Electronics & Accessories categories, there is not always an abundant supply of closeout inventory. As a result, we generally work with vendors to develop product offerings for our stores based on our market evaluations. Much of this merchandise is sourced on an import basis, which allows us to maintain our competitive pricing. During 2014 and 2015, we “edited” our assortment of offerings in both our Seasonal and Electronics & Accessories categories in response to reduced customer demand for certain merchandise. Specifically, we reduced the offerings in our Toy department and our Electronics department, including our tablets, digital cameras, gaming, and DVD products.
|
•
|
Redefining roles and responsibilities for our store associates by delineating our team into two primary areas - customer service and replenishment - which narrows responsibilities of, and provides greater focus to, our team members. We intend to improve our customer’s shopping experience through providing team members with the primary responsibility of catering to our customer’s needs.
|
•
|
Implementing a new scheduling system, which focused on ensuring we have store associates staffed during Jennifer’s core shopping windows.
|
•
|
Standardizing our training program for our furniture sales managers to improve the consistency of the Furniture category shopping experience between stores.
|
(In thousands)
|
2015
|
|
2014
|
|
Change
|
|
Comps
|
|||||||||||||
Furniture
|
$
|
1,135,757
|
|
21.9
|
%
|
|
$
|
1,051,165
|
|
20.3
|
%
|
|
$
|
84,592
|
|
8.0
|
%
|
|
8.8
|
%
|
Consumables
|
944,389
|
|
18.2
|
|
|
953,028
|
|
18.4
|
|
|
(8,639
|
)
|
(0.9
|
)
|
|
1.0
|
|
|||
Food
|
845,541
|
|
16.3
|
|
|
821,915
|
|
15.9
|
|
|
23,626
|
|
2.9
|
|
|
4.6
|
|
|||
Seasonal
|
845,085
|
|
16.3
|
|
|
877,086
|
|
16.9
|
|
|
(32,001
|
)
|
(3.6
|
)
|
|
(2.1
|
)
|
|||
Soft Home
|
598,777
|
|
11.5
|
|
|
569,730
|
|
11.0
|
|
|
29,047
|
|
5.1
|
|
|
6.9
|
|
|||
Hard Home
|
477,451
|
|
9.2
|
|
|
510,095
|
|
9.9
|
|
|
(32,644
|
)
|
(6.4
|
)
|
|
(4.5
|
)
|
|||
Electronics & Accessories
|
343,582
|
|
6.6
|
|
|
394,059
|
|
7.6
|
|
|
(50,477
|
)
|
(12.8
|
)
|
|
(11.2
|
)
|
|||
Net sales
|
$
|
5,190,582
|
|
100.0
|
%
|
|
$
|
5,177,078
|
|
100.0
|
%
|
|
$
|
13,504
|
|
0.3
|
%
|
|
1.8
|
%
|
(In thousands)
|
2014
|
|
2013
|
|
Change
|
|
Comps
|
|||||||||||||
Furniture
|
$
|
1,051,165
|
|
20.3
|
%
|
|
$
|
961,749
|
|
18.8
|
%
|
|
$
|
89,416
|
|
9.3
|
%
|
|
8.3
|
%
|
Consumables
|
953,028
|
|
18.4
|
|
|
918,124
|
|
17.9
|
|
|
34,904
|
|
3.8
|
|
|
5.0
|
|
|||
Seasonal
|
877,086
|
|
16.9
|
|
|
907,787
|
|
17.7
|
|
|
(30,701
|
)
|
(3.4
|
)
|
|
(2.7
|
)
|
|||
Food
|
821,915
|
|
15.9
|
|
|
747,840
|
|
14.6
|
|
|
74,075
|
|
9.9
|
|
|
11.0
|
|
|||
Soft Home
|
569,730
|
|
11.0
|
|
|
537,798
|
|
10.5
|
|
|
31,932
|
|
5.9
|
|
|
8.6
|
|
|||
Hard Home
|
510,095
|
|
9.9
|
|
|
565,126
|
|
11.0
|
|
|
(55,031
|
)
|
(9.7
|
)
|
|
(8.8
|
)
|
|||
Electronics & Accessories
|
394,059
|
|
7.6
|
|
|
486,331
|
|
9.5
|
|
|
(92,272
|
)
|
(19.0
|
)
|
|
(17.8
|
)
|
|||
Net sales
|
$
|
5,177,078
|
|
100.0
|
%
|
|
$
|
5,124,755
|
|
100.0
|
%
|
|
$
|
52,323
|
|
1.0
|
%
|
|
1.8
|
%
|
(in thousands)
|
2015
|
|
2014
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
342,352
|
|
|
$
|
318,562
|
|
|
$
|
23,790
|
|
Net cash used in investing activities
|
(113,193
|
)
|
|
(90,749
|
)
|
|
(22,444
|
)
|
|||
Net cash used in financing activities
|
$
|
(227,276
|
)
|
|
$
|
(249,320
|
)
|
|
$
|
22,044
|
|
|
Payments Due by Period
(1)
|
||||||||||||||
|
|
Less than
|
|
|
More than
|
||||||||||
(In thousands)
|
Total
|
1 year
|
1 to 3 years
|
3 to 5 years
|
5 years
|
||||||||||
Obligations under bank credit facility
(2)
|
$
|
62,415
|
|
$
|
115
|
|
$
|
—
|
|
$
|
62,300
|
|
$
|
—
|
|
Operating lease obligations
(3) (4)
|
1,175,190
|
|
315,267
|
|
480,549
|
|
265,930
|
|
113,444
|
|
|||||
Capital lease obligations
(4)
|
28,673
|
|
5,956
|
|
9,767
|
|
9,064
|
|
3,886
|
|
|||||
Purchase obligations
(4) (5)
|
649,668
|
|
564,292
|
|
75,459
|
|
6,436
|
|
3,481
|
|
|||||
Other long-term liabilities
(6)
|
40,385
|
|
24,356
|
|
5,455
|
|
5,455
|
|
5,119
|
|
|||||
Total contractual obligations
|
$
|
1,956,331
|
|
$
|
909,986
|
|
$
|
571,230
|
|
$
|
349,185
|
|
$
|
125,930
|
|
(1)
|
The disclosure of contractual obligations in this table is based on assumptions and estimates that we believe to be reasonable as of the date of this report. Those assumptions and estimates may prove to be inaccurate; consequently, the amounts provided in the table may differ materially from those amounts that we ultimately incur. Variables that may cause the stated amounts to vary from the amounts actually incurred include, but are not limited to: the termination of a contractual obligation prior to its stated or anticipated expiration; fees or damages incurred as a result of the premature termination or breach of a contractual obligation; the acquisition of more or less services or goods under a contractual obligation than are anticipated by us as of the date of this report; fluctuations in third party fees, governmental charges, or market rates that we are obligated to pay under contracts we have with certain vendors; and the exercise of renewal options under, or the automatic renewal of, contracts that provide for the same.
|
(2)
|
Obligations under the bank credit facility consist of the borrowings outstanding under the 2011 Credit Agreement, and the associated accrued interest of $0.1 million. In addition, we had outstanding letters of credit totaling
$58.2 million
at
January 30, 2016
. Approximately
$58.0 million
of the outstanding letters of credit represent stand-by letters of credit and we do not expect to meet the conditions requiring significant cash payments on these letters of credit; accordingly, they have been excluded from this table. For a further discussion, see note 3 to the accompanying consolidated financial statements. The remaining
$0.2 million
of outstanding letters of credit represent commercial letters of credit whereby the related obligation is included in the purchase obligations.
|
(3)
|
Operating lease obligations include, among other items, leases for retail stores, offices, and certain computer and other business equipment. The future minimum commitments for retail store and office operating leases are
$936.7 million
. For a further discussion of leases, see note 5 to the accompanying consolidated financial statements. Many of the store lease obligations require us to pay for our applicable portion of CAM, real estate taxes, and property insurance. In connection with our store lease obligations, we estimated that future obligations for CAM, real estate taxes, and property insurance were $235.0 million at
January 30, 2016
. We have made certain assumptions and estimates in order to account for our contractual obligations relative to CAM, real estate taxes, and property insurance. Those assumptions and estimates include, but are not limited to: use of historical data to estimate our future obligations; calculation of our obligations based on comparable store averages where no historical data is available for a particular leasehold; and assumptions related to average expected increases over historical data. The remaining lease obligation of $3.5 million relates primarily to operating leases for computer and other business equipment, including data center related costs.
|
(4)
|
For purposes of the lease and purchase obligation disclosures, we have assumed that we will make all payments scheduled or reasonably estimated to be made under those obligations that have a determinable expiration date, and we disregarded the possibility that such obligations may be prematurely terminated or extended, whether automatically by the terms of the obligation or by agreement between us and the counterparty, due to the speculative nature of premature termination or extension. Where an operating lease or purchase obligation is subject to a month-to-month term or another automatically renewing term, we included in the table our minimum commitment under such obligation, such as one month in the case of a month-to-month obligation and the then-current term in the case of another automatically renewing term, due to the uncertainty of future decisions to exercise options to extend or terminate any existing leases.
|
(5)
|
Purchase obligations include outstanding purchase orders for merchandise issued in the ordinary course of our business that are valued at
$434.4 million
, the entirety of which represents obligations due within one year of
January 30, 2016
. In addition, we have purchase commitments for future inventory purchases totaling
$33.9 million
at
January 30, 2016
. While we are not required to meet any periodic minimum purchase requirements under this commitment, we have included, for purposes of this tabular disclosure, the value of the purchases that we anticipate making during each of the reported periods as purchases that will count toward our fulfillment of the aggregate obligation. The remaining
$181.4 million
of purchase obligations is primarily related to distribution and transportation, information technology, print advertising, energy procurement, and other store security, supply, and maintenance commitments.
|
(6)
|
Other long-term liabilities include $17.5 million for obligations related to our nonqualified deferred compensation plan, $19.3 million for expected contributions to the Pension Plan and our nonqualified, unfunded supplemental defined benefit pension plan (“Supplemental Pension Plan”), and $2.4 million for unrecognized tax benefits. Pension contributions are equal to expected benefit payments for the nonqualified plan plus expected contributions to the qualified plan using actuarial estimates and assuming that we complete the distributions associated with the plan terminations in 2016 (see note 8 to the accompanying consolidated financial statements for additional information about our employee benefit plans). We have estimated the payments due by period for the nonqualified deferred compensation plan based on an average of historical distributions. We have included unrecognized tax benefits of $1.9 million for payments expected in 2016 and $0.5 million of timing-related income tax uncertainties anticipated to reverse in 2017. Unrecognized tax benefits in the amount of $17.5 million have been excluded from the table because we are unable to make a reasonably reliable estimate of the timing of future payments.
|
Calendar Year of Maturity
|
|
Diesel Fuel Derivatives
|
|
Fair Value
|
||||||
|
Puts
|
|
Calls
|
|
Asset (Liability)
|
|||||
|
|
(Gallons, in thousands)
|
|
(In thousands)
|
||||||
2016
|
|
3,750
|
|
|
3,750
|
|
|
$
|
(2,721
|
)
|
2017
|
|
3,225
|
|
|
3,225
|
|
|
(1,545
|
)
|
|
2018
|
|
1,200
|
|
|
1,200
|
|
|
(399
|
)
|
|
Total
|
|
8,175
|
|
|
8,175
|
|
|
$
|
(4,665
|
)
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (In thousands, except per share amounts) |
|
2015
|
2014
|
2013
|
||||||
Net sales
|
$
|
5,190,582
|
|
$
|
5,177,078
|
|
$
|
5,124,755
|
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
3,123,396
|
|
3,133,124
|
|
3,117,386
|
|
|||
Gross margin
|
2,067,186
|
|
2,043,954
|
|
2,007,369
|
|
|||
Selling and administrative expenses
|
1,708,717
|
|
1,699,764
|
|
1,664,031
|
|
|||
Depreciation expense
|
122,737
|
|
119,702
|
|
113,228
|
|
|||
Operating profit
|
235,732
|
|
224,488
|
|
230,110
|
|
|||
Interest expense
|
(3,683
|
)
|
(2,588
|
)
|
(3,293
|
)
|
|||
Other income (expense)
|
(5,199
|
)
|
—
|
|
(12
|
)
|
|||
Income from continuing operations before income taxes
|
226,850
|
|
221,900
|
|
226,805
|
|
|||
Income tax expense
|
83,842
|
|
85,239
|
|
85,515
|
|
|||
Income from continuing operations
|
143,008
|
|
136,661
|
|
141,290
|
|
|||
Loss from discontinued operations, net of tax (expense) benefit of $(135), $13,852, and $24,046, respectively
|
(135
|
)
|
(22,385
|
)
|
(15,995
|
)
|
|||
Net income
|
$
|
142,873
|
|
$
|
114,276
|
|
$
|
125,295
|
|
|
|
|
|
||||||
Earnings per common share - basic
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
2.83
|
|
$
|
2.49
|
|
$
|
2.46
|
|
Discontinued operations
|
—
|
|
(0.41
|
)
|
(0.28
|
)
|
|||
|
$
|
2.83
|
|
$
|
2.08
|
|
$
|
2.18
|
|
|
|
|
|
||||||
Earnings per common share - diluted
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
2.81
|
|
$
|
2.46
|
|
$
|
2.44
|
|
Discontinued operations
|
—
|
|
(0.40
|
)
|
(0.28
|
)
|
|||
|
$
|
2.80
|
|
$
|
2.06
|
|
$
|
2.16
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
0.76
|
|
$
|
0.51
|
|
$
|
—
|
|
|
|
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (In thousands) |
|
2015
|
2014
|
2013
|
||||||
Net income
|
$
|
142,873
|
|
$
|
114,276
|
|
$
|
125,295
|
|
Other comprehensive income (loss):
|
|
|
|
||||||
Foreign currency translation
|
—
|
|
5,022
|
|
(3,589
|
)
|
|||
Amortization of pension, net of tax benefit of $(702), $(579), and $(665), respectively
|
1,119
|
|
884
|
|
1,005
|
|
|||
Valuation adjustment of pension, net of tax expense (benefit) of $1,530, $4,613, and $(1,589), respectively
|
(2,440
|
)
|
(7,051
|
)
|
2,403
|
|
|||
Total other comprehensive loss
|
(1,321
|
)
|
(1,145
|
)
|
(181
|
)
|
|||
Comprehensive income
|
$
|
141,552
|
|
$
|
113,131
|
|
$
|
125,114
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except par value)
|
|
January 30, 2016
|
|
January 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
54,144
|
|
|
$
|
52,261
|
|
Inventories
|
849,982
|
|
|
851,669
|
|
||
Other current assets
|
90,306
|
|
|
95,345
|
|
||
Total current assets
|
994,432
|
|
|
999,275
|
|
||
Property and equipment - net
|
559,924
|
|
|
550,555
|
|
||
Deferred income taxes
|
47,739
|
|
|
46,293
|
|
||
Other assets
|
38,275
|
|
|
39,768
|
|
||
Total assets
|
$
|
1,640,370
|
|
|
$
|
1,635,891
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
382,277
|
|
|
$
|
358,932
|
|
Property, payroll, and other taxes
|
76,568
|
|
|
76,924
|
|
||
Accrued operating expenses
|
81,756
|
|
|
62,955
|
|
||
Insurance reserves
|
40,661
|
|
|
38,824
|
|
||
Accrued salaries and wages
|
72,250
|
|
|
47,878
|
|
||
Income taxes payable
|
24,936
|
|
|
2,316
|
|
||
Total current liabilities
|
678,448
|
|
|
587,829
|
|
||
Long-term obligations
|
62,300
|
|
|
62,100
|
|
||
Deferred rent
|
59,454
|
|
|
65,930
|
|
||
Insurance reserves
|
58,359
|
|
|
55,606
|
|
||
Unrecognized tax benefits
|
17,789
|
|
|
17,888
|
|
||
Other liabilities
|
43,550
|
|
|
56,988
|
|
||
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 49,101 shares and 52,912 shares, respectively
|
1,175
|
|
|
1,175
|
|
||
Treasury shares - 68,394 shares and 64,583 shares, respectively, at cost
|
(2,063,091
|
)
|
|
(1,878,523
|
)
|
||
Additional paid-in capital
|
588,124
|
|
|
574,454
|
|
||
Retained earnings
|
2,210,239
|
|
|
2,107,100
|
|
||
Accumulated other comprehensive loss
|
(15,977
|
)
|
|
(14,656
|
)
|
||
Total shareholders' equity
|
720,470
|
|
|
789,550
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,640,370
|
|
|
$
|
1,635,891
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity (In thousands) |
|
Common
|
Treasury
|
Additional
Paid-In
Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Total
|
|||||||||||||||||
Balance - February 2, 2013
|
57,269
|
|
$
|
1,175
|
|
60,226
|
|
$
|
(1,677,610
|
)
|
$
|
551,845
|
|
$
|
1,896,062
|
|
$
|
(13,330
|
)
|
$
|
758,142
|
|
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
125,295
|
|
(181
|
)
|
125,114
|
|
||||||
Purchases of common shares
|
(6
|
)
|
—
|
|
6
|
|
(214
|
)
|
—
|
|
—
|
|
—
|
|
(214
|
)
|
||||||
Exercise of stock options
|
214
|
|
—
|
|
(214
|
)
|
5,949
|
|
(1,065
|
)
|
—
|
|
—
|
|
4,884
|
|
||||||
Restricted shares vested
|
65
|
|
—
|
|
(65
|
)
|
1,805
|
|
(1,805
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Tax benefit from share-based awards
|
—
|
|
—
|
|
—
|
|
—
|
|
123
|
|
—
|
|
—
|
|
123
|
|
||||||
Share activity related to deferred compensation plan
|
6
|
|
—
|
|
(6
|
)
|
29
|
|
166
|
|
—
|
|
—
|
|
195
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
13,183
|
|
—
|
|
—
|
|
13,183
|
|
||||||
Balance - February 1, 2014
|
57,548
|
|
1,175
|
|
59,947
|
|
(1,670,041
|
)
|
562,447
|
|
2,021,357
|
|
(13,511
|
)
|
901,427
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
114,276
|
|
(1,145
|
)
|
113,131
|
|
||||||
Dividends declared ($0.51 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(28,533
|
)
|
—
|
|
(28,533
|
)
|
||||||
Purchases of common shares
|
(6,122
|
)
|
—
|
|
6,122
|
|
(250,671
|
)
|
—
|
|
—
|
|
—
|
|
(250,671
|
)
|
||||||
Exercise of stock options
|
1,389
|
|
—
|
|
(1,389
|
)
|
39,440
|
|
3,166
|
|
—
|
|
—
|
|
42,606
|
|
||||||
Restricted shares vested
|
70
|
|
—
|
|
(70
|
)
|
1,995
|
|
(1,995
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
25
|
|
—
|
|
(25
|
)
|
716
|
|
(716
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Tax benefit from share-based awards
|
—
|
|
—
|
|
—
|
|
—
|
|
994
|
|
—
|
|
—
|
|
994
|
|
||||||
Share activity related to deferred compensation plan
|
2
|
|
—
|
|
(2
|
)
|
38
|
|
24
|
|
—
|
|
—
|
|
62
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
10,534
|
|
—
|
|
—
|
|
10,534
|
|
||||||
Balance - January 31, 2015
|
52,912
|
|
1,175
|
|
64,583
|
|
(1,878,523
|
)
|
574,454
|
|
2,107,100
|
|
(14,656
|
)
|
789,550
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
142,873
|
|
(1,321
|
)
|
141,552
|
|
||||||
Dividends declared ($0.76 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(39,734
|
)
|
—
|
|
(39,734
|
)
|
||||||
Purchases of common shares
|
(4,403
|
)
|
—
|
|
4,403
|
|
(201,867
|
)
|
—
|
|
—
|
|
—
|
|
(201,867
|
)
|
||||||
Exercise of stock options
|
450
|
|
—
|
|
(450
|
)
|
13,149
|
|
3,134
|
|
—
|
|
—
|
|
16,283
|
|
||||||
Restricted shares vested
|
128
|
|
—
|
|
(128
|
)
|
3,747
|
|
(3,747
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Tax benefit from share-based awards
|
—
|
|
—
|
|
—
|
|
—
|
|
687
|
|
—
|
|
—
|
|
687
|
|
||||||
Share activity related to deferred compensation plan
|
1
|
|
—
|
|
(1
|
)
|
19
|
|
4
|
|
—
|
|
—
|
|
23
|
|
||||||
Other
|
13
|
|
—
|
|
(13
|
)
|
384
|
|
113
|
|
—
|
|
—
|
|
497
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
13,479
|
|
—
|
|
—
|
|
13,479
|
|
||||||
Balance - January 30, 2016
|
49,101
|
|
$
|
1,175
|
|
68,394
|
|
$
|
(2,063,091
|
)
|
$
|
588,124
|
|
$
|
2,210,239
|
|
$
|
(15,977
|
)
|
$
|
720,470
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (In thousands) |
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
142,873
|
|
|
$
|
114,276
|
|
|
$
|
125,295
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expense
|
108,054
|
|
|
105,849
|
|
|
102,196
|
|
|||
Deferred income taxes
|
(617
|
)
|
|
22,628
|
|
|
(32,138
|
)
|
|||
Non-cash share-based compensation expense
|
13,479
|
|
|
10,534
|
|
|
13,183
|
|
|||
Excess tax benefit from share-based awards
|
(1,330
|
)
|
|
(3,776
|
)
|
|
(123
|
)
|
|||
Non-cash impairment charge
|
386
|
|
|
3,532
|
|
|
21,091
|
|
|||
Loss (gain) on disposition of property and equipment
|
1,464
|
|
|
2,759
|
|
|
(3,036
|
)
|
|||
Unrealized loss on fuel derivatives
|
4,665
|
|
|
—
|
|
|
—
|
|
|||
Pension expense, net of contributions
|
(5,312
|
)
|
|
4,190
|
|
|
3,378
|
|
|||
Change in assets and liabilities, excluding effects of foreign currency adjustments:
|
|
|
|
|
|
|
|
||||
Inventories
|
1,687
|
|
|
63,336
|
|
|
1,385
|
|
|||
Accounts payable
|
23,345
|
|
|
(6,864
|
)
|
|
(27,468
|
)
|
|||
Current income taxes
|
29,305
|
|
|
(21,549
|
)
|
|
(28,538
|
)
|
|||
Other current assets
|
(12,189
|
)
|
|
3,181
|
|
|
420
|
|
|||
Other current liabilities
|
22,282
|
|
|
20,718
|
|
|
4,350
|
|
|||
Other assets
|
3,806
|
|
|
3,206
|
|
|
10,300
|
|
|||
Other liabilities
|
10,454
|
|
|
(3,458
|
)
|
|
8,039
|
|
|||
Net cash provided by operating activities
|
342,352
|
|
|
318,562
|
|
|
198,334
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(125,989
|
)
|
|
(93,460
|
)
|
|
(104,786
|
)
|
|||
Cash proceeds from sale of property and equipment
|
12,773
|
|
|
2,783
|
|
|
7,260
|
|
|||
Other
|
23
|
|
|
(72
|
)
|
|
31
|
|
|||
Net cash used in investing activities
|
(113,193
|
)
|
|
(90,749
|
)
|
|
(97,495
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
|
|||
Net proceeds from (repayments of) borrowings under bank credit facility
|
200
|
|
|
(14,900
|
)
|
|
(94,200
|
)
|
|||
Payment of capital lease obligations
|
(4,433
|
)
|
|
(2,365
|
)
|
|
(1,089
|
)
|
|||
Dividends paid
|
(38,530
|
)
|
|
(27,828
|
)
|
|
—
|
|
|||
Proceeds from the exercise of stock options
|
16,283
|
|
|
42,606
|
|
|
4,884
|
|
|||
Excess tax benefit from share-based awards
|
1,330
|
|
|
3,776
|
|
|
123
|
|
|||
Payment for treasury shares acquired
|
(201,867
|
)
|
|
(250,671
|
)
|
|
(214
|
)
|
|||
Deferred bank credit facility fees paid
|
(779
|
)
|
|
—
|
|
|
(895
|
)
|
|||
Other
|
520
|
|
|
62
|
|
|
195
|
|
|||
Net cash used in financing activities
|
(227,276
|
)
|
|
(249,320
|
)
|
|
(91,196
|
)
|
|||
Impact of foreign currency on cash
|
—
|
|
|
5,139
|
|
|
(1,595
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
1,883
|
|
|
(16,368
|
)
|
|
8,048
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Beginning of year
|
52,261
|
|
|
68,629
|
|
|
60,581
|
|
|||
End of year
|
$
|
54,144
|
|
|
$
|
52,261
|
|
|
$
|
68,629
|
|
Land improvements
|
15 years
|
Buildings
|
40 years
|
Leasehold improvements
|
5 years
|
Store fixtures and equipment
|
5 - 7 years
|
Distribution and transportation fixtures and equipment
|
5 - 15 years
|
Office and computer equipment
|
5 years
|
Computer software costs
|
5 - 8 years
|
Company vehicles
|
3 years
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, including capital leases
|
$
|
3,204
|
|
|
$
|
1,921
|
|
|
$
|
2,687
|
|
Cash paid for income taxes, excluding impact of refunds
|
$
|
56,158
|
|
|
$
|
69,919
|
|
|
$
|
122,672
|
|
Gross proceeds from borrowings under the bank credit facility
|
$
|
1,588,200
|
|
|
$
|
1,550,900
|
|
|
$
|
1,330,100
|
|
Gross payments of borrowings under the bank credit facility
|
$
|
1,588,000
|
|
|
$
|
1,565,800
|
|
|
$
|
1,424,300
|
|
Non-cash activity:
|
|
|
|
|
|
|
|
|
|||
Assets acquired under capital leases
|
$
|
10,180
|
|
|
$
|
20,982
|
|
|
$
|
—
|
|
Accrued property and equipment
|
$
|
9,808
|
|
|
$
|
10,974
|
|
|
$
|
5,296
|
|
Cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Net cash (used in) provided by operating activities, discontinued operations
|
$
|
(2,846
|
)
|
|
$
|
(48,339
|
)
|
|
$
|
22,312
|
|
Net cash provided by (used in) investing activities, discontinued operations
|
$
|
—
|
|
|
$
|
522
|
|
|
$
|
(5,640
|
)
|
(In thousands)
|
January 30, 2016
|
January 31, 2015
|
||||
Land and land improvements
|
$
|
51,523
|
|
$
|
51,044
|
|
Buildings and leasehold improvements
|
840,931
|
|
838,663
|
|
||
Fixtures and equipment
|
737,169
|
|
723,723
|
|
||
Computer software costs
|
132,101
|
|
129,994
|
|
||
Construction-in-progress
|
30,974
|
|
17,632
|
|
||
Property and equipment - cost
|
1,792,698
|
|
1,761,056
|
|
||
Less accumulated depreciation and amortization
|
1,232,774
|
|
1,210,501
|
|
||
Property and equipment - net
|
$
|
559,924
|
|
$
|
550,555
|
|
(In thousands)
|
2015
|
2014
|
2013
|
||||||
Minimum rents
|
$
|
314,605
|
|
$
|
314,276
|
|
$
|
309,935
|
|
Contingent rents
|
637
|
|
312
|
|
308
|
|
|||
Total rent expense
|
$
|
315,242
|
|
$
|
314,588
|
|
$
|
310,243
|
|
Fiscal Year
|
(In thousands)
|
|
|
2016
|
$
|
249,556
|
|
2017
|
208,306
|
|
|
2018
|
172,415
|
|
|
2019
|
127,254
|
|
|
2020
|
85,260
|
|
|
Thereafter
|
93,899
|
|
|
Total leases
|
$
|
936,690
|
|
Fiscal Year
|
(In thousands)
|
|
|
2016
|
$
|
5,956
|
|
2017
|
5,235
|
|
|
2018
|
4,532
|
|
|
2019
|
4,532
|
|
|
2020
|
4,532
|
|
|
Thereafter
|
3,886
|
|
|
Total lease payments
|
$
|
28,673
|
|
Less amount to discount to present value
|
(3,293
|
)
|
|
Capital lease obligation per balance sheet
|
$
|
25,380
|
|
(In millions)
|
2015
|
2014
|
2013
|
|||
Antidilutive stock options excluded from dilutive share calculation
|
0.1
|
|
1.1
|
|
2.8
|
|
|
Dividends
Per Share |
|
Amount Declared
|
|
Amount Paid
|
||||||
2014:
|
|
|
(in thousands)
|
|
(in thousands)
|
||||||
Second quarter
|
$
|
0.17
|
|
|
$
|
9,585
|
|
|
$
|
9,366
|
|
Third quarter
|
0.17
|
|
|
9,718
|
|
|
9,457
|
|
|||
Fourth quarter
|
0.17
|
|
|
9,230
|
|
|
9,005
|
|
|||
Total
|
$
|
0.51
|
|
|
$
|
28,533
|
|
|
$
|
27,828
|
|
2015:
|
|
|
(in thousands)
|
|
(in thousands)
|
||||||
First quarter
|
$
|
0.19
|
|
|
$
|
10,479
|
|
|
$
|
10,197
|
|
Second quarter
|
0.19
|
|
|
10,069
|
|
|
9,734
|
|
|||
Third quarter
|
0.19
|
|
|
9,549
|
|
|
9,267
|
|
|||
Fourth quarter
|
0.19
|
|
|
9,637
|
|
|
9,332
|
|
|||
Total
|
$
|
0.76
|
|
|
$
|
39,734
|
|
|
$
|
38,530
|
|
|
Number of Shares
|
Weighted Average Grant-Date Fair Value Per Share
|
|||
Outstanding non-vested restricted stock at February 2, 2013
|
783,609
|
|
$
|
42.25
|
|
Granted
|
458,576
|
|
35.53
|
|
|
Vested
|
(64,784
|
)
|
37.79
|
|
|
Forfeited
|
(513,300
|
)
|
41.86
|
|
|
Outstanding non-vested restricted stock at February 1, 2014
|
664,101
|
|
$
|
38.34
|
|
Granted
|
317,641
|
|
37.81
|
|
|
Vested
|
(70,155
|
)
|
34.54
|
|
|
Forfeited
|
(166,782
|
)
|
39.87
|
|
|
Outstanding non-vested restricted stock at January 31, 2015
|
744,805
|
|
$
|
38.13
|
|
Granted
|
217,767
|
|
49.00
|
|
|
Vested
|
(128,140
|
)
|
38.42
|
|
|
Forfeited
|
(49,283
|
)
|
40.28
|
|
|
Outstanding non-vested restricted stock at January 30, 2016
|
785,149
|
|
$
|
40.96
|
|
|
2013
|
||
Weighted-average fair value of stock options granted
|
$
|
12.08
|
|
Risk-free interest rates
|
0.8
|
%
|
|
Expected life (years)
|
4.2
|
|
|
Expected volatility
|
41.9
|
%
|
|
Expected annual forfeiture rate
|
3.0
|
%
|
Range of Prices
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
Greater Than
|
|
Less Than or Equal to
|
|
Options Outstanding
|
|
Weighted-Average Remaining Life (Years)
|
Weighted-Average Exercise Price
|
|
Options Exercisable
|
Weighted-Average Exercise Price
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$
|
10.01
|
|
|
$
|
20.00
|
|
|
12,500
|
|
|
0.3
|
$
|
18.18
|
|
|
12,500
|
|
$
|
18.18
|
|
20.01
|
|
|
30.00
|
|
|
10,625
|
|
|
1.8
|
28.19
|
|
|
10,312
|
|
28.20
|
|
||||
30.01
|
|
|
40.00
|
|
|
707,277
|
|
|
3.6
|
35.87
|
|
|
338,402
|
|
35.84
|
|
||||
$
|
40.01
|
|
|
$
|
50.00
|
|
|
444,500
|
|
|
2.7
|
42.89
|
|
|
345,250
|
|
42.60
|
|
||
|
|
|
|
1,174,902
|
|
|
3.2
|
$
|
38.26
|
|
|
706,464
|
|
$
|
38.72
|
|
|
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 2, 2013
|
3,029,086
|
|
$
|
34.49
|
|
|
|
||
Granted
|
1,159,500
|
|
35.80
|
|
|
|
|||
Exercised
|
(213,520
|
)
|
22.87
|
|
|
|
|||
Forfeited
|
(597,763
|
)
|
38.97
|
|
|
|
|||
Outstanding stock options at February 1, 2014
|
3,377,303
|
|
$
|
34.88
|
|
|
|
||
Granted
|
—
|
|
—
|
|
|
|
|||
Exercised
|
(1,389,040
|
)
|
30.67
|
|
|
|
|||
Forfeited
|
(285,050
|
)
|
39.19
|
|
|
|
|||
Outstanding stock options at January 31, 2015
|
1,703,213
|
|
$
|
37.59
|
|
|
|
||
Granted
|
—
|
|
—
|
|
|
|
|||
Exercised
|
(450,136
|
)
|
36.17
|
|
|
|
|||
Forfeited
|
(78,175
|
)
|
35.84
|
|
|
|
|||
Outstanding stock options at January 30, 2016
|
1,174,902
|
|
$
|
38.26
|
|
3.2
|
$
|
2,431
|
|
Vested or expected to vest at January 30, 2016
|
1,167,905
|
|
$
|
38.28
|
|
3.2
|
$
|
2,411
|
|
Exercisable at January 30, 2016
|
706,464
|
|
$
|
38.72
|
|
2.7
|
$
|
1,361
|
|
(In thousands)
|
2015
|
2014
|
2013
|
||||||
Total intrinsic value of stock options exercised
|
$
|
5,980
|
|
$
|
18,614
|
|
$
|
2,646
|
|
Total fair value of restricted stock vested
|
$
|
6,259
|
|
$
|
2,825
|
|
$
|
2,237
|
|
Total fair value of performance shares vested
|
$
|
—
|
|
$
|
1,143
|
|
$
|
—
|
|
(In thousands)
|
2015
|
2014
|
2013
|
||||||
Service cost - benefits earned in the period
|
$
|
1,923
|
|
$
|
1,951
|
|
$
|
2,086
|
|
Interest cost on projected benefit obligation
|
2,444
|
|
3,218
|
|
3,041
|
|
|||
Expected investment return on plan assets
|
(2,628
|
)
|
(3,219
|
)
|
(2,893
|
)
|
|||
Amortization of prior service cost
|
4
|
|
(34
|
)
|
(34
|
)
|
|||
Amortization of transition obligation
|
—
|
|
—
|
|
12
|
|
|||
Amortization of actuarial loss
|
1,817
|
|
1,497
|
|
1,692
|
|
|||
Curtailment loss
|
191
|
|
—
|
|
—
|
|
|||
Settlement loss
|
1,912
|
|
1,868
|
|
83
|
|
|||
Net periodic pension cost
|
$
|
5,663
|
|
$
|
5,281
|
|
$
|
3,987
|
|
|
2015
|
2014
|
2013
|
|||
Discount rate
|
3.3
|
%
|
5.0
|
%
|
4.6
|
%
|
Rate of increase in compensation levels
|
2.8
|
%
|
3.0
|
%
|
3.5
|
%
|
Expected long-term rate of return
|
5.2
|
%
|
6.0
|
%
|
5.1
|
%
|
|
2015
|
2014
|
||
Discount rate
|
1.2
|
%
|
3.3
|
%
|
Rate of increase in compensation levels
|
0.0
|
%
|
2.8
|
%
|
(In thousands)
|
January 30, 2016
|
January 31, 2015
|
||||
Change in projected benefit obligation:
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
78,187
|
|
$
|
64,878
|
|
Service cost
|
1,923
|
|
1,951
|
|
||
Interest cost
|
2,444
|
|
3,218
|
|
||
Plan amendments
|
—
|
|
217
|
|
||
Plan curtailments
|
(7,291
|
)
|
—
|
|
||
Benefits and settlements paid
|
(7,564
|
)
|
(7,857
|
)
|
||
Actuarial loss
|
7,712
|
|
15,780
|
|
||
Projected benefit obligation at end of year
|
$
|
75,411
|
|
$
|
78,187
|
|
|
|
|
||||
Change in plan assets:
|
|
|
||||
Fair market value at beginning of year
|
$
|
55,292
|
|
$
|
56,329
|
|
Actual return on plan assets
|
(3,025
|
)
|
5,685
|
|
||
Employer contributions
|
10,933
|
|
1,135
|
|
||
Benefits and settlements paid
|
(7,564
|
)
|
(7,857
|
)
|
||
Fair market value at end of year
|
$
|
55,636
|
|
$
|
55,292
|
|
|
|
|
||||
Under funded and net amount recognized
|
$
|
(19,774
|
)
|
$
|
(22,895
|
)
|
|
|
|
||||
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
||||
Current liabilities
|
$
|
(19,774
|
)
|
$
|
(372
|
)
|
Noncurrent liabilities
|
—
|
|
(22,523
|
)
|
||
Net amount recognized
|
$
|
(19,774
|
)
|
$
|
(22,895
|
)
|
(In thousands)
|
2015
|
2014
|
||||
Unrecognized past service credit
|
$
|
—
|
|
$
|
(195
|
)
|
Unrecognized actuarial loss
|
(26,418
|
)
|
(24,074
|
)
|
||
Accumulated other comprehensive loss, pretax
|
$
|
(26,418
|
)
|
$
|
(24,269
|
)
|
|
Pension Plan
|
|
Supplemental Pension Plan
|
||||||||||
(In thousands)
|
January 30, 2016
|
January 31, 2015
|
|
January 30, 2016
|
January 31, 2015
|
||||||||
Projected benefit obligation
|
$
|
70,046
|
|
$
|
72,659
|
|
|
$
|
5,365
|
|
$
|
5,528
|
|
Accumulated benefit obligation
|
70,046
|
|
65,627
|
|
|
5,365
|
|
4,667
|
|
||||
Fair market value of plan assets
|
$
|
55,636
|
|
$
|
55,292
|
|
|
$
|
—
|
|
$
|
—
|
|
Fiscal Year
|
(In thousands)
|
|
|
2016
|
$
|
76,186
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
2021 - 2025
|
$
|
—
|
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||||||||||||||||||
(In thousands)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||||
Cash and Cash Equivalents
|
$
|
25,035
|
|
$
|
25,035
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
1,096
|
|
$
|
1,096
|
|
$
|
—
|
|
$
|
—
|
|
Common / Collective Trusts
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long Credit
|
19,463
|
|
—
|
|
19,463
|
|
—
|
|
|
25,317
|
|
—
|
|
25,317
|
|
—
|
|
||||||||
Intermediate Credit
|
7,380
|
|
—
|
|
7,380
|
|
—
|
|
|
17,972
|
|
—
|
|
17,972
|
|
—
|
|
||||||||
U.S. Treasury Strips
|
2,778
|
|
—
|
|
2,778
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
High Yield
|
266
|
|
—
|
|
266
|
|
—
|
|
|
2,674
|
|
—
|
|
2,674
|
|
—
|
|
||||||||
Global Real Estate
|
241
|
|
—
|
|
241
|
|
—
|
|
|
2,894
|
|
—
|
|
2,894
|
|
—
|
|
||||||||
U.S. Equity Index
|
196
|
|
—
|
|
196
|
|
—
|
|
|
2,183
|
|
—
|
|
2,183
|
|
—
|
|
||||||||
International Equities
|
182
|
|
—
|
|
182
|
|
—
|
|
|
2,034
|
|
—
|
|
2,034
|
|
—
|
|
||||||||
U.S. Small Cap
|
95
|
|
—
|
|
95
|
|
—
|
|
|
1,122
|
|
—
|
|
1,122
|
|
—
|
|
||||||||
Total
|
$
|
55,636
|
|
$
|
25,035
|
|
$
|
30,601
|
|
$
|
—
|
|
|
$
|
55,292
|
|
$
|
1,096
|
|
$
|
54,196
|
|
$
|
—
|
|
(In thousands)
|
2015
|
2014
|
2013
|
||||||
Current:
|
|
|
|
||||||
U.S. Federal
|
$
|
73,421
|
|
$
|
74,235
|
|
$
|
81,270
|
|
U.S. State and local
|
10,660
|
|
12,840
|
|
14,506
|
|
|||
Total current tax expense
|
84,081
|
|
87,075
|
|
95,776
|
|
|||
Deferred:
|
|
|
|
||||||
U.S. Federal
|
56
|
|
(2,022
|
)
|
(8,275
|
)
|
|||
U.S. State and local
|
(295
|
)
|
186
|
|
(1,986
|
)
|
|||
Total deferred tax expense
|
(239
|
)
|
(1,836
|
)
|
(10,261
|
)
|
|||
Income tax provision
|
$
|
83,842
|
|
$
|
85,239
|
|
$
|
85,515
|
|
|
2015
|
2014
|
2013
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
Effect of:
|
|
|
|
|||
State and local income taxes, net of federal tax benefit
|
3.0
|
|
3.8
|
|
3.6
|
|
Work opportunity tax and other employment tax credits
|
(1.1
|
)
|
(0.7
|
)
|
(1.0
|
)
|
Valuation allowance
|
—
|
|
—
|
|
—
|
|
Other, net
|
0.1
|
|
0.3
|
|
0.1
|
|
Effective income tax rate
|
37.0
|
%
|
38.4
|
%
|
37.7
|
%
|
(In thousands)
|
2015
|
2014
|
2013
|
||||||
Income taxes paid
|
$
|
56,158
|
|
$
|
69,919
|
|
$
|
122,672
|
|
Income taxes refunded
|
(818
|
)
|
(135
|
)
|
(551
|
)
|
|||
Net income taxes paid
|
$
|
55,340
|
|
$
|
69,784
|
|
$
|
122,121
|
|
(In thousands)
|
January 30, 2016
|
January 31, 2015
|
||||
Deferred tax assets:
|
|
|
||||
Workers’ compensation and other insurance reserves
|
$
|
33,531
|
|
$
|
32,242
|
|
Compensation related
|
31,478
|
|
28,047
|
|
||
Accrued rent
|
23,540
|
|
26,283
|
|
||
Uniform inventory capitalization
|
18,488
|
|
17,649
|
|
||
Depreciation and fixed asset basis differences
|
10,523
|
|
9,972
|
|
||
Pension plans
|
7,815
|
|
9,086
|
|
||
Accrued state taxes
|
7,119
|
|
6,869
|
|
||
State tax credits, net of federal tax benefit
|
4,253
|
|
4,048
|
|
||
Accrued operating liabilities
|
2,189
|
|
1,751
|
|
||
Other
|
19,775
|
|
20,099
|
|
||
Valuation allowances
|
(2,419
|
)
|
(2,373
|
)
|
||
Total deferred tax assets
|
156,292
|
|
153,673
|
|
||
Deferred tax liabilities:
|
|
|
||||
Accelerated depreciation and fixed asset basis differences
|
70,698
|
|
67,299
|
|
||
Lease construction reimbursements
|
15,602
|
|
15,317
|
|
||
Prepaid expenses
|
6,625
|
|
6,247
|
|
||
Workers’ compensation and other insurance reserves
|
4,329
|
|
4,203
|
|
||
Other
|
11,299
|
|
14,314
|
|
||
Total deferred tax liabilities
|
108,553
|
|
107,380
|
|
||
Net deferred tax assets
|
$
|
47,739
|
|
$
|
46,293
|
|
(In thousands)
|
2015
|
2014
|
2013
|
||||||
Unrecognized tax benefits - beginning of year
|
$
|
14,922
|
|
$
|
16,650
|
|
$
|
16,019
|
|
Gross increases - tax positions in current year
|
939
|
|
898
|
|
991
|
|
|||
Gross increases - tax positions in prior period
|
872
|
|
820
|
|
1,247
|
|
|||
Gross decreases - tax positions in prior period
|
(430
|
)
|
(2,418
|
)
|
(532
|
)
|
|||
Settlements
|
(732
|
)
|
(488
|
)
|
(4
|
)
|
|||
Lapse of statute of limitations
|
(1,799
|
)
|
(566
|
)
|
(949
|
)
|
|||
Foreign currency translation
|
—
|
|
26
|
|
(122
|
)
|
|||
Unrecognized tax benefits - end of year
|
$
|
13,772
|
|
$
|
14,922
|
|
$
|
16,650
|
|
(In thousands)
|
2015
|
Diesel fuel collars (in gallons)
|
8,175
|
(In thousands)
|
|
Amount of Gain
|
||
Derivative Instrument
|
Statements of Operations Location
|
2015
|
||
Diesel fuel collars
|
|
|
||
Realized
|
Other income (expense)
|
$
|
(535
|
)
|
Unrealized
|
Other income (expense)
|
(4,665
|
)
|
|
Total derivative instruments
|
|
$
|
(5,200
|
)
|
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Canadian operations
|
|
$
|
165
|
|
|
$
|
(35,998
|
)
|
|
$
|
(40,918
|
)
|
Wholesale business
|
|
(164
|
)
|
|
(248
|
)
|
|
(4,371
|
)
|
|||
KB Toys matters
|
|
—
|
|
|
9
|
|
|
5,248
|
|
|||
Other
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Total loss from discontinued operations, pretax
|
|
$
|
—
|
|
|
$
|
(36,237
|
)
|
|
$
|
(40,041
|
)
|
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
—
|
|
|
$
|
6,040
|
|
|
$
|
177,157
|
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
|
3
|
|
|
3,356
|
|
|
119,221
|
|
|||
Gross margin
|
|
(3
|
)
|
|
2,684
|
|
|
57,936
|
|
|||
Selling and administrative expenses
|
|
(224
|
)
|
|
33,419
|
|
|
95,713
|
|
|||
Depreciation expense
|
|
—
|
|
|
2
|
|
|
1,894
|
|
|||
Operating profit (loss)
|
|
221
|
|
|
(30,737
|
)
|
|
(39,671
|
)
|
|||
Interest expense
|
|
—
|
|
|
(18
|
)
|
|
(46
|
)
|
|||
Other income (expense)
|
|
(56
|
)
|
|
(5,243
|
)
|
|
(1,201
|
)
|
|||
Income (loss) from discontinued operations before income taxes
|
|
165
|
|
|
(35,998
|
)
|
|
(40,918
|
)
|
|||
Income tax expense (benefit)
|
|
206
|
|
|
(13,771
|
)
|
|
(24,397
|
)
|
|||
Loss from discontinued operations
|
|
$
|
(41
|
)
|
|
$
|
(22,227
|
)
|
|
$
|
(16,521
|
)
|
(In thousands)
|
Foreign currency translation
|
|
Pension Plan
|
|
Total accumulated other comprehensive loss
|
||||||
Balance at February 2, 2013
|
$
|
(1,433
|
)
|
|
$
|
(11,897
|
)
|
|
$
|
(13,330
|
)
|
Other comprehensive income (loss) before reclassifications
|
(3,589
|
)
|
|
2,352
|
|
|
(1,237
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
1,056
|
|
|
1,056
|
|
|||
Period change
|
(3,589
|
)
|
|
3,408
|
|
|
(181
|
)
|
|||
Balance at February 1, 2014
|
(5,022
|
)
|
|
(8,489
|
)
|
|
(13,511
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
(39
|
)
|
|
(8,180
|
)
|
|
(8,219
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
5,061
|
|
|
2,013
|
|
|
7,074
|
|
|||
Period change
|
5,022
|
|
|
(6,167
|
)
|
|
(1,145
|
)
|
|||
Balance at January 31, 2015
|
—
|
|
|
(14,656
|
)
|
|
(14,656
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(3,730
|
)
|
|
(3,730
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
2,409
|
|
|
2,409
|
|
|||
Period change
|
—
|
|
|
(1,321
|
)
|
|
(1,321
|
)
|
|||
Balance at January 30, 2016
|
$
|
—
|
|
|
$
|
(15,977
|
)
|
|
$
|
(15,977
|
)
|
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Furniture
|
|
$
|
1,135,757
|
|
|
$
|
1,051,165
|
|
|
$
|
961,749
|
|
Consumables
|
|
944,389
|
|
|
953,028
|
|
|
918,124
|
|
|||
Food
|
|
845,541
|
|
|
821,915
|
|
|
747,840
|
|
|||
Seasonal
|
|
845,085
|
|
|
877,086
|
|
|
907,787
|
|
|||
Soft Home
|
|
598,777
|
|
|
569,730
|
|
|
537,798
|
|
|||
Hard Home
|
|
477,451
|
|
|
510,095
|
|
|
565,126
|
|
|||
Electronics & Accessories
|
|
343,582
|
|
|
394,059
|
|
|
486,331
|
|
|||
Net sales
|
|
$
|
5,190,582
|
|
|
$
|
5,177,078
|
|
|
$
|
5,124,755
|
|
Fiscal Year 2015
|
First
|
Second
|
Third
|
Fourth
|
Year
|
||||||||||
(In thousands, except per share amounts) (a)
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,280,455
|
|
$
|
1,209,686
|
|
$
|
1,116,474
|
|
$
|
1,583,967
|
|
$
|
5,190,582
|
|
Gross margin
|
504,116
|
|
475,834
|
|
440,007
|
|
647,229
|
|
2,067,186
|
|
|||||
Income (loss) from continuing operations
|
32,308
|
|
17,711
|
|
(1,703
|
)
|
94,692
|
|
143,008
|
|
|||||
(Loss) income from discontinued operations
|
(95
|
)
|
(75
|
)
|
195
|
|
(160
|
)
|
(135
|
)
|
|||||
Net income (loss)
|
32,213
|
|
17,636
|
|
(1,508
|
)
|
94,532
|
|
142,873
|
|
|||||
|
|
|
|
|
|
||||||||||
Earnings (loss) per share - basic:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.61
|
|
$
|
0.35
|
|
$
|
(0.03
|
)
|
$
|
1.93
|
|
$
|
2.83
|
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
$
|
0.61
|
|
$
|
0.35
|
|
$
|
(0.03
|
)
|
$
|
1.93
|
|
$
|
2.83
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share - diluted:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.60
|
|
$
|
0.35
|
|
$
|
(0.03
|
)
|
$
|
1.91
|
|
$
|
2.81
|
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
$
|
0.60
|
|
$
|
0.34
|
|
$
|
(0.03
|
)
|
$
|
1.91
|
|
$
|
2.80
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year 2014
|
First
|
Second
|
Third
|
Fourth
|
Year
|
||||||||||
(In thousands, except per share amounts) (a)
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,281,271
|
|
$
|
1,195,363
|
|
$
|
1,107,095
|
|
$
|
1,593,349
|
|
$
|
5,177,078
|
|
Gross margin
|
493,556
|
|
469,527
|
|
430,942
|
|
649,929
|
|
2,043,954
|
|
|||||
Income (loss) from continuing operations
|
28,581
|
|
17,212
|
|
(3,115
|
)
|
93,983
|
|
136,661
|
|
|||||
(Loss) income from discontinued operations
|
(25,233
|
)
|
2,726
|
|
(326
|
)
|
448
|
|
(22,385
|
)
|
|||||
Net income (loss)
|
3,348
|
|
19,938
|
|
(3,441
|
)
|
94,431
|
|
114,276
|
|
|||||
|
|
|
|
|
|
||||||||||
Earnings (loss) per share - basic:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.50
|
|
$
|
0.31
|
|
$
|
(0.06
|
)
|
$
|
1.78
|
|
$
|
2.49
|
|
Discontinued operations
|
(0.44
|
)
|
0.05
|
|
(0.01
|
)
|
0.01
|
|
(0.41
|
)
|
|||||
|
$
|
0.06
|
|
$
|
0.36
|
|
$
|
(0.06
|
)
|
$
|
1.79
|
|
$
|
2.08
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share - diluted:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.50
|
|
$
|
0.31
|
|
$
|
(0.06
|
)
|
$
|
1.76
|
|
$
|
2.46
|
|
Discontinued operations
|
(0.44
|
)
|
0.05
|
|
(0.01
|
)
|
0.01
|
|
(0.40
|
)
|
|||||
|
$
|
0.06
|
|
$
|
0.36
|
|
$
|
(0.06
|
)
|
$
|
1.77
|
|
$
|
2.06
|
|
(a)
|
Earnings per share calculations for each fiscal quarter are based on the applicable weighted-average shares outstanding for each period and the sum of the earnings per share for the four fiscal quarters may not necessarily be equal to the full year earnings per share amount.
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Shareholders' Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
Exhibit No.
|
Document
|
2
|
Agreement of Merger (incorporated herein by reference to Exhibit 2 to our Form 10-Q for the quarter ended May 5, 2001).
|
3.1
|
Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3(a) to our Form 10-Q for the quarter ended May 5, 2001).
|
3.2
|
Amendment to the Amended Articles of Incorporation of Big Lots, Inc. (incorporated herein by reference to Exhibit 3.1 to our Form 8-K dated May 27, 2010).
|
3.3
|
Code of Regulations (incorporated herein by reference to Exhibit 3(b) to our Form 10-Q for the quarter ended May 5, 2001).
|
4
|
Specimen Common Share Certificate (incorporated herein by reference to Exhibit 4(a) to our Form 10-K for the year ended February 2, 2002).
|
10.1
|
Big Lots, Inc. 1996 Performance Incentive Plan (incorporated herein by reference to Exhibit 10 to our Post-Effective Amendment No. 1 to Form S-8 dated June 29, 2001).
|
10.2
|
Amendment to the Big Lots, Inc. 1996 Performance Incentive Plan, effective May 18, 2005 (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated August 17, 2005).
|
10.3
|
Amendment to the Big Lots, Inc. 1996 Performance Incentive Plan, effective March 4, 2008 (incorporated herein by reference to Exhibit 10.4 to our Form 10-Q for the quarter ended May 3, 2008).
|
10.4
|
Form of Non-Qualified Stock Option Grant Agreement under the Big Lots, Inc. 1996 Performance Incentive Plan (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated September 9, 2004).
|
10.5
|
Big Lots 2005 Long-Term Incentive Plan, as amended and restated effective May 27, 2010 (incorporated herein by reference to Exhibit 4.4 to our Form S-8 dated March 3, 2011).
|
10.6
|
Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated February 21, 2006).
|
10.7
|
Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated March 4, 2009).
|
10.8
|
Form of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated March 4, 2009).
|
10.9
|
Form of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement for CEO (incorporated herein by reference to Exhibit 10.5 to our Form 8-K dated March 3, 2010).
|
10.10
|
Form of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement for Outside Directors (incorporated herein by reference to Exhibit 10.2 to our Form 10-Q dated July 31, 2010).
|
10.11
|
Big Lots 2012 Long-Term Incentive Plan, as amended and restated effective May 29, 2014 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 29, 2014).
|
10.12
|
Form of Big Lots 2012 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated May 23, 2012).
|
10.13
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated May 23, 2012).
|
10.14
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Retention Award Agreement (incorporated herein by reference to Exhibit 10.14 to our Form 10-K for the year ended February 2, 2013).
|
10.15
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Award Agreement for Nonemployee Directors (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated May 23, 2012).
|
10.16
|
Form of Big Lots 2012 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.9 to our Form 8-K dated April 29, 2013).
|
10.17
|
Form of Big Lots 2012 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated March 4, 2015).
|
10.18
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Units Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated March 4, 2015).
|
10.19
|
Big Lots, Inc. Amended and Restated Director Stock Option Plan (incorporated herein by reference to Exhibit 10 to our Post-Effective Amendment No. 1 to Form S-8).
|
10.20
|
First Amendment to Big Lots, Inc. Amended and Restated Director Stock Option Plan, effective August 20, 2002 (incorporated herein by reference to Exhibit 10(d) to our Form 10-Q for the quarter ended August 3, 2002).
|
10.21
|
Amendment to Big Lots, Inc. Amended and Restated Director Stock Option Plan, effective March 5, 2008 (incorporated herein by reference to Exhibit 10.5 to our Form 10-Q for the quarter ended May 3, 2008).
|
10.22
|
Form of Option Award Agreement under the Big Lots, Inc. Amended and Restated Director Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated September 9, 2004).
|
10.23
|
Big Lots 2006 Bonus Plan, as amended and restated effective May 29, 2014 (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated May 29, 2014).
|
10.24
|
Big Lots Savings Plan (incorporated herein by reference to Exhibit 10.8 to our Form 10-K for the year ended January 29, 2005).
|
10.25*
|
Big Lots Supplemental Savings Plan, as amended and restated effective December 31, 2015.
|
10.26
|
Big Lots Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10.10 to our Form 10-K for the year ended January 29, 2005).
|
10.27*
|
Big Lots Supplemental Defined Benefit Pension Plan, as amended and restated effective December 31, 2015.
|
10.28
|
Big Lots Executive Benefit Plan (incorporated herein by reference to Exhibit 10(m) to our Form 10-K for the year ended January 31, 2004).
|
10.29
|
First Amendment to Big Lots Executive Benefit Plan (incorporated herein by reference to Exhibit 10.11 to our Form 10-Q for the quarter ended November 1, 2008).
|
10.30
|
Employment Agreement with David J. Campisi (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated April 29, 2013).
|
10.31
|
Executive Employment Agreement with David J. Campisi (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated March 17, 2015).
|
10.32
|
Second Amended and Restated Employment Agreement with Lisa M. Bachmann (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated April 29, 2013).
|
10.33
|
Retirement and Consulting Agreement with Steven S. Fishman (incorporated herein by reference to Exhibit 10.10 to our Form 8-K dated April 29, 2013).
|
10.34
|
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.12 to our Form 10-Q for the quarter ended November 1, 2008).
|
10.35
|
Form of Executive Severance Agreement (incorporated herein by reference to Exhibit 10.13 to our Form 10-Q for the quarter ended November 1, 2008).
|
10.36
|
Form of Senior Executive Severance Agreement (incorporated herein by reference to Exhibit 10.14 to our Form 10-Q for the quarter ended November 1, 2008).
|
10.37
|
Big Lots Executive Severance Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated August 28, 2014).
|
10.38
|
Form of Big Lots Executive Severance Plan Acknowledgement and Agreement (incorporated by reference to Exhibit 10.2 to our Form 8-K dated August 28, 2014).
|
10.39
|
Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc. and Big Lots Canada, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated July 22, 2011).
|
10.40
|
First Amendment to Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc. and Big Lots Canada, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 30, 2013).
|
10.41
|
Second Amendment to Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 28, 2015).
|
10.42
|
Security Agreement between Big Lots Stores, Inc. and Big Lots Capital, Inc. (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated October 29, 2004).
|
10.43
|
Stock Purchase Agreement between KB Acquisition Corporation and Consolidated Stores Corporation (incorporated herein by reference to Exhibit 2(a) to our Form 10-Q for the quarter ended October 28, 2000).
|
10.44
|
Acquisition Agreement between Big Lots, Inc. and Liquidation World Inc. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 26, 2011).
|
10.45
|
Big Lots, Inc. Non-Employee Director Compensation Package and Share Ownership Requirements.
|
21*
|
Subsidiaries.
|
23*
|
Consent of Deloitte & Touche LLP.
|
24*
|
Power of Attorney for Jeffrey P. Berger, James R. Chambers, Marla C. Gottschalk, Cynthia T. Jamison, Philip E. Mallott, Nancy A. Reardon, Wendy L. Schoppert, and Russell E. Solt.
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101**
|
XBRL Instance Document.
|
|
BIG LOTS, INC.
|
|
|
|
By: /s/ David J. Campisi
|
|
David J. Campisi
|
|
Chief Executive Officer and President
|
By: /s/ David J. Campisi
|
|
/s/ Timothy A. Johnson
|
David J. Campisi
|
|
Timothy A. Johnson
|
Chief Executive Officer and President
|
|
Executive Vice President, Chief Administrative Officer and Chief Financial Officer
|
(Principal Executive Officer)
|
|
(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)
|
|
|
|
/s/ Jeffrey P. Berger *
|
|
/s/ Philip E. Mallott *
|
Jeffrey P. Berger
|
|
Philip E. Mallott
|
Director
|
|
Director
|
|
|
|
/s/ James R. Chambers *
|
|
/s/ Nancy A. Reardon *
|
James R. Chambers
|
|
Nancy A. Reardon
|
Director
|
|
Director
|
|
|
|
/s/ Marla C. Gottschalk *
|
|
/s/ Wendy L. Schoppert *
|
Marla C. Gottschalk
|
|
Wendy L. Schoppert
|
Director
|
|
Director
|
|
|
|
/s/ Cynthia T. Jamison *
|
|
/s/ Russell E. Solt *
|
Cynthia T. Jamison
|
|
Russell E. Solt
|
Director
|
|
Director
|
*
|
The above named Directors of the Registrant execute this report by Ronald A. Robins, Jr., their attorney-in-fact, pursuant to the power of attorney executed by the above-named Directors all in the capacities indicated and on the 9
th
day of March 2016, and filed herewith.
|
By: /s/ Ronald A. Robins, Jr.
|
|
Ronald A. Robins, Jr.
|
|
Attorney-in-Fact
|
|
|
|
|
|
Page
|
PURPOSE
|
|
|
|
4
|
CONCEPT
|
|
|
|
4
|
EFFECTIVE DATE
|
|
|
|
4
|
ARTICLE I
|
PARTICIPATION
|
|
|
|
|
Section 1.1 - Eligibility and Participation
|
|
|
5
|
|
Section 1.2 - Conditions of Participation
|
|
|
5
|
|
Section 1.3 - Election to Defer
|
|
|
5
|
|
Section 1.4 - Matching Employer Contributions
|
|
|
6
|
|
Section 1.5 - Deferred Accounts
|
|
|
6
|
|
Section 1.6 - Statement of Accounts
|
|
|
7
|
|
Section 1.7 - Special 2015 Transition Contribution
|
|
|
7
|
ARTICLE II
|
BENEFIT DISTRIBUTIONS FROM THE PLAN
|
|
|
|
|
Section 2.1 -Time of Distributions
|
|
|
8
|
|
Section 2.2 -Form of Distributions
|
|
|
8
|
|
Section 2.3 - Change in Control
|
|
|
9
|
|
Section 2.4 - Six Month Distribution Delay of Non-Grandfathered Amounts
|
|
|
9
|
|
Section 2.5 - Withholding & Payroll Taxes
|
|
|
9
|
|
Section 2.6 - Beneficiary Designation
|
|
|
9
|
ARTICLE III
|
WITHDRAWALS
|
|
|
|
|
Section 3.1 - Hardship Withdrawals
|
|
|
10
|
|
Section 3.2 - Withdrawal Procedures
|
|
|
10
|
ARTICLE IV
|
COMMITTEE
|
|
|
|
|
Section 4.1 - Committee
|
|
|
11
|
|
Section 4.2 - Committee Procedures
|
|
|
11
|
ARTICLE V
|
ADMINISTRATION
|
|
|
|
|
Section 5.1 - Administrative Powers and Duties
|
|
|
12
|
|
Section 5.2 - Expenses & Taxes
|
|
|
12
|
|
Section 5.3 - Records
|
|
|
12
|
|
Section 5.4 - Determinations
|
|
|
12
|
|
Section 5.5 - Legal Incompetency
|
|
|
13
|
|
Section 5.6 - Action by the Employer
|
|
|
13
|
|
Section 5.7 - Exemption From Liability; Indemnification
|
|
|
13
|
|
Section 5.8 - Nonalienation of Benefits
|
|
|
13
|
ARTICLE VI
|
INCLUSION AND WITHDRAWAL OF EMPLOYERS
|
|
|
|
|
|
|
|
|
|
Section 6.1 - Inclusion of Employers
|
|
|
14
|
|
Section 6.2 - Withdrawal of Employers
|
|
|
14
|
|
Section 6.3 - Sale or Liquidation of Employers
|
|
|
14
|
|
Section 6.4 - Transfer Between Participating Employers
|
|
|
14
|
ARTICLE VII
|
MISCELLANEOUS PROVISIONS
|
|
|
|
|
Section 7.1 - Employment and Other Rights
|
|
|
15
|
|
Section 7.2 - Right to Benefits
|
|
|
15
|
|
Section 7.3 - Offsets to Benefits
|
|
|
15
|
|
Section 7.4 - Amendment and Termination
|
|
|
15
|
|
Section 7.5 -Income Inclusion Under Section 409A of the Code
|
|
|
16
|
|
Section 7.6 - Claims Procedure
|
|
|
16
|
ARTICLE VIII
|
DEFINITIONS
|
|
|
|
|
Section 8.1 - Affiliate
|
|
|
19
|
|
Section 8.2 - Associate
|
|
|
19
|
|
Section 8.3 - Base Compensation
|
|
|
19
|
|
Section 8.4 - Beneficiary
|
|
|
19
|
|
Section 8.5 - Board
|
|
|
19
|
|
Section 8.6 - Change in Control
|
|
|
19
|
|
Section 8.7 - Code
|
|
|
20
|
|
Section 8.8 - Committee
|
|
|
20
|
|
Section 8.9 - Company
|
|
|
20
|
|
Section 8.10 -Compensation
|
|
|
20
|
|
Section 8.11 - Deferral Agreement
|
|
|
20
|
|
Section 8.12 - Deferred Account
|
|
|
20
|
|
Section 8.13 - Employer
|
|
|
21
|
|
Section 8.14 - ERISA
|
|
|
21
|
|
Section 8.15 - Fiscal Year Compensation
|
|
|
21
|
|
Section 8.16 - Grandfathered Amounts
|
|
|
21
|
|
Section 8.17 - Highly Compensated Employee
|
|
|
21
|
|
Section 8.18 - Matching Employer Contributions
|
|
|
21
|
|
Section 8.19 - Non-Grandfathered Amounts
|
|
|
21
|
|
Section 8.20 - Participant
|
|
|
21
|
|
Section 8.21 - Performance Bonus
|
|
|
22
|
|
Section 8.22 - Plan Year
|
|
|
22
|
|
Section 8.23 - Termination
|
|
|
22
|
|
Section 8.24 - Unforeseeable Emergency
|
|
|
22
|
ARTICLE IX
|
GENERAL PROVISIONS
|
|
|
|
|
Section 9.1 - ERISA Status
|
|
|
23
|
|
Section 9.2 - Compliance with Section 409A of the Code
|
|
|
23
|
|
Section 9.3 - Construction
|
|
|
23
|
|
Section 9.4 - Controlling Law
|
|
|
23
|
|
Section 9.5 - Effect of Invalidity of Provision
|
|
|
23
|
ARTICLE X
|
JOINDER AGREEMENT & FORMS
|
|
|
24
|
(a)
|
Each Participant must submit a completed Deferral Agreement to the Committee no later than the applicable election date set forth below.
|
(i)
|
Base Compensation.
A Deferral Agreement with respect to any Base Compensation for services performed during a Plan Year must be submitted no later than December 31 preceding the Plan Year in which such services will be performed.
|
(ii)
|
First Year of Eligibility
. In the discretion of the Committee, during a Plan Year in which an Associate first becomes a Participant in the Plan, the Deferral Agreement must be submitted to the Committee no later than thirty (30) days after the date on which the Associate first becomes eligible to participate in the Plan. Such Deferral Agreement shall be effective only with respect to Base Compensation relating to services performed after the date of such election. For purposes of this Section 1.3(a)(ii), an Associate is first eligible to participate in the Plan only if the Associate is not a participant (or eligible to participate) in any other arrangement of any Employer that would be treated as a single nonqualified deferred compensation plan along with the Plan under Treasury Regulation §1.409A-1(c)(2).
|
(iii)
|
Performance Bonus.
In the discretion of the Committee, a Deferral Agreement with respect to any Performance Bonus must be submitted by the date that is no later than six (6) months before the end of the performance period on which the Performance Bonus is based; provided, that in no event may an election to defer be made after such Performance Bonus has become readily ascertainable.
|
(iv)
|
Fiscal Year Compensation.
In the discretion of the Committee, a Deferral Agreement with respect to any Fiscal Year Compensation for services performed during an Employer’s fiscal year must be submitted no later than the last day of the previous fiscal year of the Employer.
|
(b)
|
For each subsequent Plan Year, a Participant may amend his or her existing elections by submitting a new Deferral Agreement no later than the latest date for which an election to defer may be made, as provided in Section 1.3(a) of the Plan. An election by a Participant that has not been amended pursuant to this Section 1.3(b) shall be deemed to be a new election for the subsequent Plan Year.
|
(c)
|
The minimum annual amount that a Participant shall elect to defer under the Plan for any Plan Year shall not be less than $1,000.
|
Years of Vesting Service at Termination
|
Vested Percentage of Matching Employee Contributions
|
Less than 2
|
0%
|
2
|
25%
|
3
|
50%
|
4
|
75%
|
5 or more
|
100%
|
(a)
|
All Compensation deferred under the Plan and Matching Employer Contributions, if any, shall be credited to the Participant’s Deferred Account in the same manner as though contributed as permissible salary deferrals or matching contributions to the tax-qualified 401(k) plan. Separate Deferred Accounts shall be created and maintained for each Participant to reflect the appropriate allocation of deferred Compensation and Matching Employer Contributions to the accounts and investment funds maintained for the Participant. Such accounts and investment funds shall be established solely for recordkeeping purposes, shall not be required to be informally or formally funded or held in specific investments or as separated assets, and shall meet all of the requirements of Section 7.2 hereof as pertinent to unfunded, nonqualified deferred compensation
|
(b)
|
The Committee may, for administrative purposes, establish unit values for one or more investment funds (or any portion thereof) and maintain the accounts setting forth each Participant’s interest in such investment fund (or any portion thereof) in terms of such units, all in accordance with such rules and procedures that the Committee shall deem fair, equitable and administratively feasible. A Participant’s interest in an investment fund (or any portion thereof) in the event a unit account is established shall be determined by multiplying the then value of a unit in said investment fund (or any portion thereof) by the number of units then credited to the Participant’s Deferred Account.
|
(c)
|
To extent authorized by the Board, a Participant shall have the authority to make investment elections with respect to deferred Compensation and any Matching Employer Contributions in a manner as prescribed by the Committee, including but not limited to electronic and telephonic means. Such investment authority, however, shall not give ownership rights to the Participant of his or her Deferred Account, but said Deferred Account shall continue to be owned and held in the name of the applicable Employer and subject to creditors’ rights as described in Section 7.2 of the Plan.
|
(a)
|
Unless the Participant has elected a different time of payment with regard to a Deferred Subaccount pursuant to Section 2.1(b) and except as provided in Section 2.5, a Participant’s Deferred Subaccount will be paid (or begin to be paid) within ninety (90) days after a Participant’s Termination.
|
(b)
|
Notwithstanding the foregoing, with respect to each Non-Grandfathered Deferred Subaccount of a Participant, the Participant may elect to receive (or begin to receive) a distribution of the applicable Deferred Subaccount as soon as administratively feasible, but no later than 90 days, following the date designated by the Participant on a properly submitted Deferral Agreement (unless payment delay is required pursuant to Section 2.5).
|
(c)
|
Notwithstanding any election to the contrary, all Deferred Accounts shall be distributed within 90 days following the Participant’s death.
|
(a)
|
Unless the Participant has elected a different form of payment with regard to a Deferred Subaccount pursuant to Section 2.2(b), distributions from the Plan shall be paid in a lump sum cash settlement;
provided
,
however
, that Participants subject to Section 16 of the Exchange Act shall receive their distributions in a manner that complies with the requirements of the Exchange Act.
|
(b)
|
Notwithstanding the foregoing, with respect to each Non-Grandfathered Deferred Subaccount of a Participant, the Participant may elect to receive distribution of the applicable Deferred Subaccount in annual installment payments payable over the number of years (not to exceed 10 years) specified by the Participant in a properly submitted Deferral Agreement. Installment payments shall be treated as a single payment within the meaning of Code §409A.
|
(a)
|
Filing Claims.
In general, neither Participants nor their Beneficiaries need to present a formal claim for benefits under the Plan in order to qualify for rights or benefits under the Plan. If, however, any Participant or Beneficiary (“claimant”) is not granted the rights or benefits to which the person believes him or herself to be entitled, a formal claim for benefits must be filed in accordance with this Section 7.6. A claim by any person must be presented to the Committee within the maximum time permitted by law or under regulations promulgated by the Secretary of Labor or his or her delegate pertaining to claims procedures. The claims official will, within a reasonable time, and not later than the maximum period of time specified by law or under regulation, consider the claim and will issue his or her determination thereon in writing. If the claim is granted, the appropriate distribution or payment will be made. Before deciding the claim, the claims official will review the provisions of the Plan and other relevant Plan documents, including similar claims, to ensure and verify that the claim is made in accordance with those documents and that the decision is applied consistently with regard to similarly situated claimants.
|
(b)
|
Notification to Claimant.
If a claim request is wholly or partially denied, the Committee will furnish to the claimant a notice of the decision within 90 days, (or if the claim is a claim on account of disability, no later than 45 days after the receipt of such claim) in writing and in a manner calculated to be understood by the claimant, which notice will contain the following information:
|
(i)
|
Specific reason or reasons for the denial;
|
(ii)
|
Specific references to pertinent Plan provisions upon which the denial is based;
|
(iii)
|
A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;
|
(iv)
|
An explanation of the Plan’s claims review procedure describing the steps to be taken by a claimant who wishes to submit his claims for review and the time limits applicable to such procedures;
|
(v)
|
A statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination upon review; and
|
(vi)
|
In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information set forth in Employee Benefits Security Administration Regulation §2560.503-1(g)(1)(v).
|
(c)
|
Review Procedure.
The claimant or his authorized representative may, with respect to any denied claim:
|
(i)
|
Request a review upon a written application filed within 60 days (180 days in the case of a denial of a claim on account of disability) after receipt by the claimant of written notice of the denial of his claim;
|
(ii)
|
Review and receive copies of all documents relating to the claimant’s claim for benefits, free of charge; and
|
(iii)
|
Submit documents, records, issues and comments in writing.
|
(d)
|
Decision on Review.
The Committee (or its designee) will render a decision upon review not later than 60 days (45 days in the case of a claim on account of disability) after receipt of the request for review. If special circumstances (such as the need to hold a hearing on any matter pertaining to the denied claim) warrant additional time, the decision will be rendered as soon as possible, but not later than 60 days after receipt of the request for review. Written notice of any such extension will be furnished to the claimant prior to the commencement of the extension. This notice will indicate the special circumstances requiring the extension and the date by which the Committee expects to render a decision and will be provided to the claimant prior to the expiration of the initial 45-day or 60-day period. The Committee will consider all information submitted by the claimant, regardless of whether the information was part of the original claim. The decision on review will be in writing and will include:
|
(i)
|
Specific reason or reasons for the decision;
|
(ii)
|
Specific references to pertinent Plan provisions upon which the decision is based;
|
(iii)
|
The claimant’s ability to review and receive copies of all documents relating to the claimant’s claim for benefits, free of charge;
|
(iv)
|
An explanation of any voluntary review procedures describing the steps to be taken by a claimant who wishes to submit his claims for review and the time limits applicable to such procedures; and
|
(v)
|
A statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.
|
(a)
|
With respect to Grandfathered Amounts:
|
(i)
|
Any person or group (as defined in Section 13 of Exchange Act) other than the Company or an Affiliate becomes the beneficial owner of, or has the right to acquire (by contract, option, warrant, conversion of convertible securities or otherwise), twenty (20) percent or more of the outstanding common shares of the Company entitled to vote for the election of directors; or
|
(ii)
|
A majority of the Board is replaced within any period of two (2) years or less by directors not approved by the majority of the directors of the Company in office at the beginning of such period, or a majority of the Board at any date consists of persons not so approved; or
|
(iii)
|
The shareholders of the Company approve an agreement to merge or consolidate the Company with another company other than an Affiliate or an agreement to sell or otherwise dispose of all or substantially all of the assets to an entity other than an Affiliate.
|
(b)
|
With respect to Non-Grandfathered Amounts:
|
(i)
|
The acquisition by any person, or more than one person acting as a group, of shares of the Company that, together with the shares the Company held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of all of the shares of the Company; or
|
(ii)
|
A majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or
|
(iii)
|
The acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of ownership of shares possessing thirty (30) percent or more of the total voting power of all of the shares of the Company; or
|
(iv)
|
The acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of assets of the Company that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
|
1.1
|
“Basic Retirement Plan” means the Big Lots Defined Benefit Pension Plan, as amended.
|
1.2
|
“Basic Retirement Benefit” means the annual benefit to which a Participant is entitled from the Basic Retirement Plan, in the form of a single life annuity commencing on his Retirement Date and ending on the first day of the month during which his death occurs. The Basic Retirement Plan Benefit assumes immediate commencement of benefits with applicable early payment reductions as may be applied under the Basic Retirement Plan.
|
1.3
|
“Beneficiary” means the person, persons or entity designated, whether by Participant election or default, to receive the Death Benefit payable under this Plan.
|
1.4
|
“Change in Control” shall mean the occurrence of any one of the following actions or events:
|
(a)
|
The acquisition by any person, or more than one person acting as a group, of shares of the Company that, together with the shares of the Company held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of all of the shares of the Company; or
|
(b)
|
A majority of the members of the board of directors of the Company is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors of the Company prior to the date of the appointment or election; or
|
(c)
|
The acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of ownership of shares possessing thirty (30) percent or more of the total voting power of all of the shares of the Company; or
|
(d)
|
The acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of assets of the Company that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
|
1.5
|
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
|
1.6
|
“Committee” means the Committee is authorized to establish Plan policy and review Plan discretionary decisions pursuant to the terms of this Plan, as described in Section 6.1 of this Plan.
|
1.7
|
“Company” means Big Lots, Inc. (and prior to May 16, 2001, Consolidated Stores Corporation, a Delaware corporation).
|
1.8
|
“Compensation” means remuneration in the form described in Section 1.10(a) of the Basic Retirement Plan.
|
1.9
|
“Credited Service” means service as defined in Section 1.31(b) of the Basic Retirement Plan.
|
1.10
|
“Death Benefit” means the benefit provided to the Beneficiary of a deceased Participant pursuant to Section 4.3 of this Plan.
|
1.11
|
“Effective Date” means December 31, 2015, the effective date of this amended and restated Plan.
|
1.12
|
“Employer” means the Company and/or an applicable participating Related Company.
|
1.13
|
“Entitlement Date” means, with respect to any Participant, the date of such Participant’s Separation from Service that also constitutes “Normal Retirement,” “Early Retirement” or “Late Retirement,” each as defined in the Basic Retirement Plan.
|
1.14
|
“Final Average Compensation” means the average monthly Compensation of a Participant as defined in Section 1.10(b) of the Basic Retirement Plan.
|
1.15
|
“Participant” means any individual who is eligible to participate in this Plan pursuant to Article II of this Plan.
|
1.16
|
“Plan” means the Big Lots Supplemental Defined Benefit Pension Plan, the terms of which are set forth herein and as they may be amended from time to time (and prior to May 16, 2001, the Consolidated Stores Supplemental Defined Benefit Pension Plan).
|
1.17
|
“Plan Administrator” means the Company, notwithstanding the fact that certain administrative functions under or with respect to this Plan have been delegated to the Committee pursuant to the provisions of Article VII of this Plan.
|
1.18
|
“Related Company” means:
|
(a)
|
For any calendar year prior to January 1, 2005, any Related Company as determined or designated as such by the Company under any prior version of this Plan, but only with respect to an employee who became a Participant in this Plan prior to January 1, 2005 under such determination or designation; and
|
(b)
|
For any calendar year commencing on or after January 1, 2005, and for purposes of determining whether any employee is eligible to become a Participant after January 1, 2005, a Related Company shall mean all persons whom, along with the
|
1.19
|
“Retirement Date” means that date a Participant is otherwise eligible to retire under the terms of the Basic Retirement Plan.
|
1.20
|
“Separation from Service” shall mean a “separation from service” of a Participant from all Employers, as that phrase is defined under Code Section 409A and Treasury Regulation §1.409A-1(h). For purposes of determining whether a “Separation from Service” has occurred with respect to an Affiliate, Code Sections 1563(a)(1), (2) and (3) (for purposes of determining a controlled group of corporations under Code Section 414(b)) and Treasury Regulation §1.414(c)-2 (for purposes of determining trades or businesses, whether or not incorporated, that are under common control for purposes of Code Section 414(c)) shall be applied by retaining the phrase “at least 80 percent” in each place it appears in such sections.
|
1.21
|
“Specified Employee” means a “specified employee” as defined under Code Section 409A and Treasury Regulation §1.409A-1(i) and as determined under the Company’s policy for determining specified employees.
|
1.22
|
“Supplemental Retirement Benefit” means the benefit described in Section 3.2 of this Plan calculated in the “normal form” as described in Section 7.1 of the Basic Retirement Plan.
|
2.1
|
An employee of an Employer who is a participant in the Basic Retirement Plan shall be eligible to participate in this Plan provided the following conditions have been met:
|
(a)
|
The employee was an active participant in the Basic Retirement Plan on December 31, 1996; and
|
(b)
|
The employee was a “highly compensated employee” on December 31, 1996, as that term was defined in Code Section 414(q) as in effect on December 31, 1996.
|
2.2
|
An existing employee of an Employer who was not a highly compensated employee on December 31, 1995, who subsequently becomes a highly compensated employee (determined by reference to Code Section 414(q) as in effect for the plan year of the Basic Retirement Plan in which such determination is made) shall become a Participant in this Plan on the first day of the following plan year. Notwithstanding the foregoing, in no event shall an employee become a Participant in the Plan after December 31, 2015.
|
2.3
|
Notwithstanding any other provision of this Plan to the contrary, any other employee of an Employer who is hired after March 31, 1994 or who is rehired after his prior service has been forfeited under Section 3.4(c) of the Basic Retirement Plan, and who, as a result, is not eligible to become a participant in the Basic Retirement Plan, shall not be eligible to participate in this Plan.
|
3.1
|
Entitlement Date
: Each Participant shall be entitled to receive a Supplemental Retirement Benefit at his or her Entitlement Date.
|
3.2
|
Calculation of Supplemental Retirement Benefit
. The Supplemental Retirement Benefit of each Participant as of the Participant’s Normal Retirement Date shall be calculated as follows:
|
(a)
|
One percent (1%) of a Participant’s Final Average Compensation, multiplied by the Participant’s Credited Service (not to exceed 25 years); minus
|
(b)
|
The greater of either:
|
(1)
|
The accrued retirement pension of the Participant as determined under the Basic Retirement Plan in effect as of December 31, 1995, assuming the Participant terminated employment with the Company on March 31, 1996 or such later date that the Participant was determined to be a highly compensated employee under the terms of the Basic Retirement Plan; and
|
(2)
|
The accrued retirement pension of the Participant as determined under Section 5.1 of the Basic Retirement Plan as in effect on December 31, 1995, without regard to Section 5.1(c) of the Basic Retirement Plan.
|
3.3
|
Continued Participation
. An employee who becomes a Participant in this Plan shall remain a Participant until his Separation from Service with the Employer. To the extent a Participant is not entitled to a vested accrued retirement pension under the terms of the Basic Retirement Plan upon Separation from Service with the Employer other than by reason of death, disability, or retirement (as those terms are described and used in the Basic Retirement Plan), neither the Participant nor any Beneficiary nor any other person shall have a right to any benefit from this Plan with respect to such Participant.
|
4.1
|
Time and Form of Payment
|
(a)
|
For a Participant whose Separation from Service occurs after the Participant has satisfied the age and service conditions for Early Retirement under the Basic Retirement Plan, the Supplemental Retirement Benefit shall be paid within ninety (90) days following the Participant’s Separation from Service.
|
(b)
|
For a Participant whose Separation from Service occurs on or before the Participant’s Normal Retirement Date and before the Participant has satisfied the service conditions for Early Retirement under the Basic Retirement Plan, the Supplemental Retirement Benefit shall be paid within ninety (90) days following the Participant’s Normal Retirement Date (as defined under the Basic Retirement Plan).
|
(c)
|
For a Participant whose Separation from Service occurs after satisfying the service condition for Early Retirement under the Basic Retirement Plan but before satisfying the age condition for Early Retirement, the Supplemental Retirement Benefit shall be paid within ninety (90) days following the date the Participant satisfies such age condition.
|
(d)
|
For a Participant whose Separation from Service occurs after the Participant’s Normal Retirement Date, the Supplemental Retirement Benefit shall be paid within ninety (90) days following the Participant’s Separation from Service.
|
4.2
|
Change in Control
. Notwithstanding the foregoing, all Supplemental Retirement Benefits shall become immediately payable and shall be paid in a lump-sum within ninety (90) days following a Change in Control.
|
4.3
|
Death Benefit
: The Beneficiary(ies) of a deceased eligible Participant shall be entitled to a Death Benefit, payable in a lump sum within ninety (90) days after the date of the Participant’s death, calculated as follows:
|
(a)
|
A lump sum amount equal to the actuarial equivalent (as that term is defined in Section 1.1 of the Basic Retirement Plan as of the date of the Participant’s death) of the Participant’s accrued Supplemental Retirement Benefit, reduced for early payment as described in Section 5.2 of the Basic Retirement Plan, and computed on the assumption that the Participant had Separated from Service on his date of death, survived to the earliest retirement age under this Plan and died on the day after that earliest retirement age; minus
|
(b)
|
The death benefit determined and payable pursuant to Section 6.1(b) of the Basic Retirement Plan.
|
5.1
|
Amendment and Termination
: The Company intends this Plan to be permanent but reserves the right to amend or terminate this Plan when, in its sole discretion, such amendment or termination is advisable. Any such amendment or termination shall be made pursuant to a resolution of the board of directors of the Company and shall be effective as of the date of resolution.
|
5.2
|
Liquidation
. The Company reserves the right to terminate and liquidate this Plan when, in its sole discretion, such termination and liquidation is advisable. Any such termination and liquidation shall be made pursuant to the resolution of the board of directors of the Company and shall be effective as of the date of resolution, unless an earlier date is specified. No termination shall directly or indirectly deprive any Participant or Beneficiary of the payment of all or any portion of any Supplemental Retirement Benefit or Death Benefit that had commenced prior to the effective date of the resolution amending this Plan. Notwithstanding the foregoing. the Company may terminate and liquidate this Plan by distributing all vested Supplemental Retirement Benefits to Participants only under the circumstances, and in accordance with the requirements, described in Treasury Regulation §1.409A-3(ix).
|
5.3
|
The Plan shall be terminated effective as of December 31, 2015 and notwithstanding Article IV, all benefits shall be distributed in a single lump sum payable between the first and second anniversary of the date of the board resolution to irrevocably terminate the Plan.
|
6.1
|
The Committee shall be the same committee that administers the Basic Retirement Plan and shall administer this Plan in accordance with the intention of the board of directors of the Company as expressed herein.
|
6.2
|
No Committee member at any time hereunder who is a Participant shall have any vote in any decision of the Committee made primarily with respect to such Committee member’s benefits hereunder. All actions of the Committee may be taken with or without a meeting and shall be in writing and signed by a majority of the members of the Committee.
|
7.1
|
The Committee shall have the primary administrative responsibility with respect to this Plan. All policy and discretionary decisions as well as administrative decisions shall be the responsibility of the Committee and they shall be made in conjunction with and not inconsistent with the policy and administrative decisions made by the Committee as they relate to the Basic Retirement Plan. The Committee shall interpret the provisions of this Plan where necessary and follow procedures for the administration of this Plan that are consistent with the provisions of the Basic Retirement Plan.
|
7.2
|
Expenses incurred by the Committee and the Plan Administrator in the administration of this Plan, including the fees and compensation of suitors, actuaries, accountants, legal counsel and other counsel retained by the Committee to carry out the intent and purpose of this Plan, shall be paid by the Employer.
|
7.3
|
The Committee shall keep such records as are reasonably needed to effectuate the purposes of this Plan. Any forms needed to carry out the provisions of this Plan shall be established and maintained by the Plan Administrator.
|
7.4
|
All determinations made by the Committee, including, but not limited to, the purpose and intent of this Plan, the benefits payable under this Plan, and eligibility to participate, shall be made in the sole and absolute discretion of the Committee. Such decisions shall be binding on all Participants, Beneficiaries, successors, assigns, executors, administrators, heirs, next-of-kin, and distributees of all the foregoing.
|
7.5
|
Except as provided by law, no benefit, payment or distribution under this Plan shall be subject either to the claim of any creditor of a Participant or Beneficiary, or to attachment, garnishment, levy, execution or other legal or equitable process, by any creditor of such Participant. No such Participant shall have any right to alienate, commute, anticipate or assign all or any portion of any benefit, payment or distribution under this Plan.
|
7.6
|
Claims Procedure.
|
(a)
|
Filing Claims. In general, neither Participants nor their Beneficiaries need to present a formal claim for benefits under this Plan in order to qualify for rights or benefits under this Plan. If, however, any Participant or Beneficiary (“claimant”) is not granted the rights or benefits to which the person believes him or herself to be entitled, a formal claim for benefits must be filed in accordance with this Section 7.6. A claim by any person must be presented to the Committee within the maximum time permitted by law or under regulations promulgated by the Secretary of Labor or his or her delegate pertaining to claims procedures. The claims official will, within a reasonable time, and not later than the maximum
|
(b)
|
Notification to Claimant. If a claim request is wholly or partially denied, the Committee will furnish to the claimant a notice of the decision within 90 days, (or if the claim is a claim on account of disability, no later than 45 days after the receipt of such claim) in writing and in a manner calculated to be understood by the claimant, which notice will contain the following information:
|
(i)
|
Specific reason or reasons for the denial;
|
(ii)
|
Specific references to pertinent Plan provisions upon which the denial is based;
|
(iii)
|
A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;
|
(iv)
|
An explanation of this Plan’s claims review procedure describing the steps to be taken by a claimant who wishes to submit his claims for review and the time limits applicable to such procedures;
|
(v)
|
A statement of the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), following an adverse determination upon review; and
|
(vi)
|
In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information set forth in Employee Benefits Security Administration Regulation §2560.503-1(g)(1)(v).
|
(c)
|
Review Procedure. The claimant or his authorized representative may, with respect to any denied claim:
|
(i)
|
Request a review upon a written application filed within 60 days (180 days in the case of a denial of a claim on account of disability) after receipt by the claimant of written notice of the denial of his claim;
|
(ii)
|
Review and receive copies of all documents relating to the claimant’s claim for benefits, free of charge; and
|
(iii)
|
Submit documents, records, issues and comments in writing.
|
(d)
|
Decision on Review. The Committee (or its designee) will render a decision upon review not later than 60 days (45 days in the case of a claim on account of disability) after receipt of the request for review. If special circumstances (such as the need to hold a hearing on any matter pertaining to the denied claim) warrant additional time, the decision will be rendered as soon as possible, but not later than 60 days after receipt of the request for review. Written notice of any such extension will be furnished to the claimant prior to the commencement of the extension. This notice will indicate the special circumstances requiring the extension and the date by which the Committee expects to render a decision and will be provided to the claimant prior to the expiration of the initial 45-day or 60-day period. The Committee will consider all information submitted by the claimant, regardless of whether the information was part of the original claim. The decision on review will be in writing and will include:
|
(i)
|
Specific reason or reasons for the decision;
|
(ii)
|
Specific references to pertinent Plan provisions upon which the decision is based;
|
(iii)
|
The claimant’s ability to review and receive copies of all documents relating to the claimant’s claim for benefits, free of charge;
|
(iv)
|
An explanation of any voluntary review procedures describing the steps to be taken by a claimant who wishes to submit his claims for review and the time limits applicable to such procedures; and
|
(v)
|
A statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.
|
8.1
|
Any Employer that is a Related Company and that is authorized by the board of directors of the Company to participate in this Plan may elect to participate by action of its own board of directors (or other managing body) and by entering into an agreement, a copy of which shall be attached hereto and made a part of this Plan.
|
8.2
|
The Company may, at any time and in its sole discretion, determine to exclude any Employer from this Plan. Any Employer may similarly elect to withdraw its participation by giving sixty (60) days prior written notice of its intent to withdraw.
|
8.3
|
A sale or liquidation of an Employer by the Company such that the Company no longer owns eighty (80) percent of such Employer, or the Employer is liquidated, the Company shall assume payment of such Employer’s remaining obligations and liabilities under this Plan.
|
9.1
|
Nothing contained herein shall require the Company or any other Employer to continue any Participant in its employ, or require any Participant to continue in the employ of the Company or any other Employer, nor does this Plan create any rights of any Participant or Beneficiary or any obligations on the part of the Company or any other Employer other than those set forth herein. The benefits payable under this Plan shall be independent of, and in addition to, any other employment agreements that may exist from time to time concerning any other compensation of benefits payable by any Employer.
|
9.2
|
The sole interest of each Participant and each Beneficiary under this Plan shall be to receive the deferred compensation benefits provided herein as and when the same shall become due and payable in accordance with the terms hereof; and, neither any Participant nor any Beneficiary shall have any right, title or interest (legal or equitable) in or to any of the specific property or assets of the Company or any other Employer. All benefits hereunder shall be paid solely from the general assets of the Employers and no Employer shall maintain any separate fund or other separated assets to provide any benefits hereunder. In no manner shall any property of any Participant or Beneficiary be used as collateral security for the performance of the obligations imposed by this Plan on the Employers. The rights of a Participant or Beneficiary hereunder shall be solely those of an unfunded and unsecured creditor in respect to the promise of the Employers to make contributions to this Plan or to pay benefits to the Participant or Beneficiary in the future.
|
9.3
|
Notwithstanding any provisions of this Plan to the contrary, an Employer may in its sole and absolute discretion determine and offset any amount to be paid to a Participant under this Plan against any amount up to $5,000 that such Participant may owe to such Employer to the extent permitted by Treasury Regulation §1.409A-3(j)(4)(xiii).
|
9.4
|
The Employer shall have the power and right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising under the Plan. This amount may be: (i) withheld from other amounts due to the Participant; (ii) withheld from any payment being made to a Participant under this Plan; or (iii) collected directly from the Participant. Determinations by the Committee as to withholding shall be binding on the Participant and any applicable Beneficiary.
|
10.1
|
This Plan shall constitute a plan that is unfunded and that is maintained primarily for the purpose of providing deferred compensation in the form of a retirement benefit for a select group of highly compensated employees, as determined by the board of directors of the Company in its sole and absolute discretion.
|
10.2
|
The laws of the State of Ohio shall be the controlling state law in all matters relating to this Plan and shall apply to the extent that this Plan is not preempted by any law of the United States of America.
|
10.3
|
If any provision of this Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and this Plan shall be construed and enforced as if such provision had not been included.
|
10.4
|
This Plan is intended to comply with the requirements imposed by Code Section 409A and the Treasury Regulations promulgated thereunder (and any subsequent notices or guidance issued by the Internal Revenue Service), and this Plan will be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant.
|
10.5
|
The Company may accelerate the time or schedule of a distribution to a Participant to pay an amount the Participant includes in income as a result of this Plan failing to meet the requirements of Code Section 409A and the Treasury Regulations promulgated thereunder. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A and the Treasury Regulations promulgated thereunder.
|
Name
|
|
Jurisdiction
|
Big Lots Capital, Inc.
|
|
OH
|
Big Lots F&S, Inc.
|
|
OH
|
Big Lots Online LLC
|
|
OH
|
Big Lots Stores, Inc.
|
|
OH
|
BLSI Property, LLC
|
|
DE
|
Capital Retail Systems, Inc.
|
|
OH
|
Closeout Distribution, Inc.
|
|
PA
|
Consolidated Property Holdings, Inc.
|
|
NV
|
CSC Distribution, Inc.
|
|
AL
|
C.S. Ross Company
|
|
OH
|
Durant DC, LLC
|
|
OH
|
Great Basin LLC
|
|
DE
|
Industrial Products of New England, Inc.
|
|
ME
|
Mac Frugal's Bargains Close‑outs Inc.
|
|
DE
|
Midwestern Home Products, Inc.
|
|
DE
|
PNS Stores, Inc.
|
|
CA
|
Sahara LLC
|
|
DE
|
Sonoran LLC
|
|
DE
|
Tool and Supply Company of New England, Inc.
|
|
DE
|
West Coast Liquidators, Inc.
|
|
CA
|
Barn Acquisition Corporation
|
|
DE
|
Fashion Barn, Inc.
|
|
NY
|
Fashion Barn of Oklahoma, Inc.
|
|
OK
|
Fashion Bonanza, Inc.
|
|
NY
|
Midwestern Home Products Company, Ltd.
|
|
OH
|
Rogers Fashion Industries, Inc.
|
|
NY
|
SS Investments Corporation
|
|
DE
|
BLC LLC
|
|
DE
|
Liquidation Services, Inc.
|
|
DE
|
Liquidation World U.S.A. Holding Corp.
|
|
DE
|
Liquidation World U.S.A Inc.
|
|
DE
|
LQW Traders Inc.
|
|
DE
|
North American Solutions, Inc.
|
|
DE
|
Talon Wholesale, Inc.
|
|
DE
|
Big Lots eCommerce LLC
|
|
OH
|
AVDC, Inc.
|
|
IL
|
1)
|
Post-Effective Amendment No. 1 to Registration Statement No. 33-42502 on Form S-8 pertaining to Big Lots, Inc. Director Stock Option Plan;
|
2)
|
Post-Effective Amendment No. 1 to Registration Statement No. 33-42692 on Form S-8 pertaining to Big Lots, Inc. Supplemental Savings Plan;
|
3)
|
Post-Effective Amendment No. 2 to Registration Statement No. 33-19309 on Form S-8 pertaining to Big Lots, Inc. Savings Plan;
|
4)
|
Post-Effective Amendment No. 1 to Registration Statement No. 333-32063 on Form S-8 pertaining to Big Lots, Inc. 1996 Performance Incentive Plan;
|
5)
|
Registration Statement No. 333-140181 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan;
|
6)
|
Registration Statement No. 333-152481 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan;
|
7)
|
Registration Statement No. 333-172592 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan;
|
8)
|
Registration Statement No. 333-179836 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan; and
|
9)
|
Registration Statement No. 333-181619 on Form S-8 pertaining to the Big Lots 2012 Long-Term Incentive Plan.
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
|
Dayton, Ohio
|
|
March 29, 2016
|
|
Signature
|
|
Title
|
|
|
|
/s/ Jeffrey P. Berger
|
|
Director
|
Jeffrey P. Berger
|
|
|
|
|
|
/s/ James R. Chambers
|
|
Director
|
James R. Chambers
|
|
|
|
|
|
/s/ Marla C. Gottschalk
|
|
Director
|
Marla C. Gottschalk
|
|
|
|
|
|
/s/ Cynthia T. Jamison
|
|
Director
|
Cynthia T. Jamison
|
|
|
|
|
|
/s/ Philip E. Mallott
|
|
Director
|
Philip E. Mallott
|
|
|
|
|
|
/s/ Nancy A. Reardon
|
|
Director
|
Nancy A. Reardon
|
|
|
|
|
|
/s/ Wendy L. Schoppert
|
|
Director
|
Wendy L. Schoppert
|
|
|
|
|
|
/s/ Russell E. Solt
|
|
Director
|
Russell E. Solt
|
|
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
|
By: /s/ David J. Campisi
|
|
David J. Campisi
|
|
Chief Executive Officer and President
|
|
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
|
By: /s/ Timothy A. Johnson
|
|
Timothy A. Johnson
|
|
Executive Vice President, Chief Administrative Officer
|
|
and Chief Financial Officer
|
(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.
|
|
By: /s/ David J. Campisi
|
|
David J. Campisi
|
|
Chief Executive Officer and President
|
|
|
(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.
|
|
By: /s/ Timothy A. Johnson
|
|
Timothy A. Johnson
|
|
Executive Vice President, Chief Administrative Officer
|
|
and Chief Financial Officer
|