10-K 1 big-20220129.htm 10-K big-20220129
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 001-08897
BIG LOTS, INC.
(Exact name of registrant as specified in its charter)

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

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

(614) 278-6800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares $0.01 par valueBIGNew York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”  “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo
The aggregate market value of the Common Shares held by non-affiliates of the Registrant (assuming for these purposes that all executive officers and directors are “affiliates” of the Registrant) was $1,858,279,426 on July 30, 2021, the last business day of the Registrant’s most recently completed second fiscal quarter (based on the closing price of the Registrant’s Common Shares on such date as reported on the New York Stock Exchange).
The number of the Registrant’s common shares, $0.01 par value, outstanding as of March 25, 2022, was 28,557,532.
Documents Incorporated by Reference
Portions of the Registrant’s Proxy Statement for its 2022 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.



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

TABLE OF CONTENTS
 
 Part IPage
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.
Item 9C.
 Part III 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
Part IV
Item 15.
Item 16.

1

Part I

Item 1. Business

The Company

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

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

Unless this Annual Report on Form 10-K (“Form 10-K”) otherwise indicates or the context otherwise requires, the terms the “Company,” “we,” “us,” and “our” refer to Big Lots, Inc. and its subsidiaries.

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

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

In 2021, we realigned certain departments within select merchandise categories to be consistent with the realignment of our merchandising team and changes to our management reporting. In order to provide comparative information, we have reclassified our results into the new alignment for all periods presented. See the reclassifications section of Note 1 to the consolidated financial statements for further discussion.

2

Merchandising

We focus our merchandising strategy on (1) the bargain hunt, by seeking to deliver unmatched value in all of our merchandise categories; (2) the treasure hunt, by seeking to surprise and delight our customers with our unique product assortment; and (3) convenience, by seeking to offer a reliable assortment of simple to shop essentials. We utilize traditional sourcing methods in purchasing both imported and domestic products and, in certain merchandise categories, we also take advantage of closeout channels to enhance our ability to offer outstanding value and bring surprise and delight into our product offerings. Closeouts are generally sourced from production overruns, packaging changes, discontinued products, order cancellations, liquidations, returns, and other disruptions in the supply chain of manufacturers, but can also include engineered closeouts and other sourcing options.

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

In 2021, we introduced the concept of “Big Buys” to our merchandising strategy. Big Buys include closeouts and other one-time product offerings that fit into the bargain hunt facet of our merchandising strategy.

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

Our global sourcing team and overseas vendor relationships continue to represent important components of our merchandising strategy. We expect our import partners to responsibly source goods that our merchandising teams identify as having our desired mix of quality and value. During 2021, we purchased approximately 24% of our merchandise, at cost, directly from overseas vendors, including approximately 15% from vendors located in China. Additionally, a significant amount of our domestically-purchased merchandise is manufactured abroad. As a result, a significant portion of our merchandise supply is subject to certain risks described in “Item 1A. Risk Factors” of this Form 10-K.

Advertising and Marketing

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

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

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

Our customer data is an important marketing tool that allows us to communicate with our customers in a cost-effective, personalized, and relevant manner, including through e-mail delivery of our circulars, announcement of flash sales, and product-specific promotions. At January 29, 2022, our customer loyalty program, which we call the “BIG Rewards Program,” included approximately 22 million active members who had made a purchase in our stores in the last 12 months, compared to
3

approximately 21 million members at January 30, 2021. In addition to the customer communications mentioned above, our BIG Rewards Program rewards our customers for making frequent and/or high-ticket purchases and offers a special birthday reward. We utilize insights gained through the BIG Rewards Program to evaluate the effectiveness of our promotions, tailor promotions to our customers’ shopping habits, and gain consumer insights. Our research shows that membership in the BIG Rewards Program is a driver of net sales, and we incentivize our store associates to encourage customer enrollment into the program.

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

Competition

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

Real Estate

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

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


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

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

Warehouse and Distribution

While certain of our merchandise vendors deliver directly to our stores, the large majority of our inventory is staged and delivered from our distribution centers to facilitate prompt and efficient distribution and transportation of merchandise to our stores and help maximize our sales and inventory turnover.

The majority of our merchandise offerings are processed for retail sale and distributed to our stores from five regional distribution centers located in Alabama, California, Ohio, Oklahoma, and Pennsylvania.

We selected the locations of our regional distribution centers to help manage transportation costs and to minimize the distance from our distribution centers to our stores.

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

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

Seasonality

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

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

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

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

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

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Human Capital

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

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

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

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

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

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

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

Available Information

We make available, free of charge, through the “Investors” section of our website (www.biglots.com) under the “SEC Filings” caption, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as well as our definitive proxy materials filed pursuant to section 14 of the Exchange Act, as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). These filings are also available on the SEC’s website at http://www.sec.gov. In April 2021, we published a Corporate Social Responsibility Report, titled Big Cares, which is available on our website. The contents of our website, including the Big Cares report, are not incorporated into, or otherwise made a part of, this Form 10-K.
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Item 1A. Risk Factors

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

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

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

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

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

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

Operational and Supply Chain Risks

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

We may not meet or exceed our operating performance targets and goals if our strategies and initiatives are unsuccessful. Our ability to execute and/or refine our operating and strategic plans, as necessary, including cost savings initiatives, could impact our ability to meet our operating performance targets. Additionally, we must effectively adjust our operating and strategic plans over time to adapt to the evolving marketplace. See the MD&A in this Form 10-K for additional information concerning our operating strategy.

Disruption to our distribution network, the capacity of our distribution centers, and our timely receipt of merchandise inventory could adversely affect our operating performance.

We rely on our ability to replenish depleted merchandise inventory through deliveries to our distribution centers and from the distribution centers to our stores by various means of transportation, including shipments by sea, rail and truck carriers. A decrease in the capacity of carriers and/or labor strikes, disruptions or shortages in the transportation industry could negatively affect our distribution network, our timely receipt of merchandise and/or our transportation costs. In addition, disruptions to the U.S. and international transportation infrastructure from wars, political unrest, terrorism, natural disasters, pandemic diseases, governmental budget constraints and other significant events that lead to delays or interruptions of service could adversely
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affect our business. Also, a fire, earthquake, or other disaster at one of our distribution centers could disrupt our timely receipt, processing and shipment of merchandise to our stores which could adversely affect our business. Additionally, as we seek to expand our operation through store count growth, advancement of our online retail capabilities, and our addition of forward distribution centers to our network, we may face increased or unexpected demands on distribution center operations, as well as new demands on our distribution network. Lastly, global pandemics, such as the COVID-19 pandemic, could lead to the shutdown of parts, or all, of our distribution network and generally disrupt our ability to receive, process, and ship merchandise to our stores and meet the demand of our customers.

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

The majority of our products and components of our products imported from China are currently subject to tariffs and proposed tariffs. As a result, we are continually evaluating the potential impact of the effective and proposed tariffs on our supply chain, costs, sales, and profitability, and are considering strategies to mitigate such impact, including reviewing sourcing options, exploring first sale valuation strategies, filing requests for exclusion from the tariffs with the U.S. Trade Representative for certain product lines, and working with our vendors and merchants. Given the volatility and uncertainty regarding the scope and duration of these tariffs, as well as the potential for additional trade actions by the U.S. or other countries, the impact on our operations and results is uncertain and could be significant. We can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful. To the extent that our supply chain, costs, sales, or profitability are negatively affected by the tariffs or other trade actions, our business, financial condition and results of operations may be materially adversely affected.

The COVID-19 pandemic has led to general manufacturing and supply chain disruption in the U.S. and globally, including manufacturers and supply chains that produce our retail merchandise, supplies, and fixtures. To the extent our manufacturers, supply chain and associated costs are negatively affected by the COVID-19 pandemic, including delayed shipment of seasonally sensitive product offerings, our business, financial condition, results of operations, and liquidity may be materially adversely affected.

Our inability to properly manage our inventory levels and offer merchandise that meets changing customer demands may materially impact our business and financial performance.
We must maintain sufficient inventory levels to successfully operate our business. However, we also must seek to avoid accumulating excess inventory to maintain appropriate in-stock levels based on evolving customer demands. We obtain approximately 24% of our merchandise directly from vendors outside of the U.S. These foreign vendors often require us to order merchandise and enter into purchase order contracts for the purchase of such merchandise well in advance of the time we offer these products for sale. As a result, we may experience difficulty in rapidly responding to a changing retail environment, which makes us vulnerable to changes in price and in consumer preferences. In addition, we attempt to maximize our operating profit and operating efficiency by delivering proper quantities of merchandise to our stores in a timely manner. If we do not accurately anticipate future demand for a particular product or the time it will take to replenish inventory levels, our inventory levels may not be appropriate and our results of operations may be negatively impacted.


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

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

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

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

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

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

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

Market and Competitive Risks

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

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


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

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

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

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

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

Transporting merchandise, supplies, fixtures, and other materials to and from our distribution centers and stores requires significant volumes of diesel fuel and other fuels. As a result, fluctuations in the prices of diesel fuel and other fuels, including increases in fuel prices resulting from the war between Russia and Ukraine, directly impact the carrying cost of inventory, the cost of outbound transportation from our distribution centers to our stores, and the cost to transport other materials and supplies. Additionally, we consume significant volumes of electricity and natural gas to heat, cool, and operate equipment in our stores. Our utility providers depend on various fuels to generate and transport electricity and natural gas, the cost of which is typically passed through to us as the consumer. A rise in the cost of fuels used to generate and transport electricity and natural gas could materially adversely impact our operating profit.

Cybersecurity Risks

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

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

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

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

Human Capital Risks

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

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

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

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

Regulatory and Legal Liability Risks

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

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

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


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

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

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

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

Financial Risks

If we are unable to comply with the terms of the 2021 Credit Agreement, our capital resources, financial condition, results of operations, and liquidity may be materially adversely effected.

We may need to borrow funds under our $600 million five-year unsecured credit facility (“2021 Credit Agreement”) from time to time, depending on operating or other cash flow requirements. The 2021 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens, and investments, as well as the maintenance of a leverage ratio and a fixed charge coverage ratio. Additionally, we are subject to cross-default provisions under the synthetic lease agreement (the “Synthetic Lease”) that we entered in connection with our distribution center in California. A violation of any of these covenants may permit the lenders to restrict our ability to borrow additional funds, provide letters of credit under the 2021 Credit Agreement and may require us to immediately repay any outstanding loans. Our failure to comply with these covenants may have a material adverse effect on our capital resources, financial condition, results of operations, and liquidity.

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

We are required by accounting rules to periodically assess our property and equipment, operating lease right-of-use assets, and intangible assets for impairment and recognize an impairment loss, if necessary. In performing these assessments, we use our historical financial performance to determine whether we have potential impairments or valuation concerns and as evidence to support our assumptions about future financial performance. A significant decline in our financial performance could negatively affect the results of our assessments of the recoverability of our property and equipment, operating lease right-of-use assets, deferred tax assets, and our intangible assets and trigger the impairment of these assets. Impairment charges taken against property and equipment, operating lease right-of-use assets, and intangible assets could be material and could have a material adverse impact on our capital resources, financial condition, results of operations, and liquidity.


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Other Risks

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

Changes in governmental laws, case law and regulations, including changes that increase our effective tax rate, comprehensive tax reform, or other matters related to taxation;
Changes in accounting standards, including new interpretations and updates to current standards;
Events or circumstances could occur which could create bad publicity for us or for the types of merchandise offered in our stores which may negatively impact our business results including our sales;
Infringement of our intellectual property, including the Big Lots trademarks, could dilute their value; and
Other risks described from time to time in our filings with the SEC.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

Retail Operations

All of our stores are located in the U.S., predominantly in strip shopping centers, and have an average store size of approximately 32,900 square feet, of which an average of 22,900 is selling square feet. For additional information about the properties in our retail operations, see the discussion under the caption “Real Estate” in “Item 1. Business” and under the caption “Operating Strategy - Real Estate” in MD&A in this Form 10-K.

The average capital expenditures invested to open a new store in a leased facility during 2021 was approximately $1.1 million, which includes the cost of construction and fixtures, excludes any landlord-provided funding, and reflects the benefit of lower capital expenditures at certain of our stores where construction was completed by our landlord. All of our stores are leased, except for the 50 stores we own in the following states:
State Stores Owned
California36 
Colorado
Florida
Louisiana
Michigan
New Mexico
Ohio
Texas
   Total50 

Additionally, we own two closed sites which we are not currently operating and one of those sites is available for sale. Since these owned sites are no longer operating as active stores, they have been excluded from our store counts at January 29, 2022.

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

The following table summarizes the number of store lease expirations in each of the next five fiscal years and the total thereafter. As stated above, many of our store leases have renewal options. The table also includes the number of leases that are scheduled to expire each year that do not have a renewal option. The table includes leases for stores with more than one lease and leases for stores not yet open and excludes eight month-to-month leases and 50 owned locations.
Fiscal Year:Expiring LeasesLeases Without Options
202218448
202323047
202419729
202520428
202624042
Thereafter32217

Warehouse and Distribution

At January 29, 2022, we leased and operated approximately 9.0 million square feet of distribution center and warehouse space in five regional distribution facilities strategically located across the United States. The regional distribution centers utilize warehouse management technology, which we believe enables accurate and efficient processing of merchandise from vendors
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to our retail stores. The combined output of our regional distribution centers was approximately 2.4 million merchandise cartons per week in 2021. Certain vendors deliver merchandise directly to our stores when it supports our operational goal to deliver merchandise from our vendors to the sales floor in the most efficient manner. We operate an e-commerce fulfillment center out of our Columbus, OH warehouse. In recent years, to supplement our Columbus, OH e-commerce fulfillment center, we began fulfilling direct-ship e-commerce orders from 65 of our store locations, which we strategically selected based on geographic location, size, and other relevant factors.

Distribution centers and warehouse space, and the corresponding square footage of the regional distribution centers, by location at January 29, 2022, were as follows:
LocationYear OpenedTotal Square FootageNumber of Stores Served
(Square footage in thousands)
Columbus, OH19893,559331
Montgomery, AL19961,411317
Tremont, PA20001,295308
Durant, OK20041,297257
Apple Valley, CA20191,416218
Total8,9781,431

At January 29, 2022, we also leased two small-format forward distribution centers, which are operated by a third-party logistics service provider. The forward distribution centers divert processing and logistics for bulk goods from our regional distribution centers into the forward distribution centers, thereby increasing the efficiency of our regional distribution centers, which are designed to most efficiently process cartons as opposed to bulk goods. The locations and respective square footage of the forward distribution centers at January 29, 2022, were as follows:

LocationYear OpenedTotal Square Footage
(Square footage in thousands)
McDonough, GA2021485
Bethel, PA2021587
Total1,072

In 2022, we intend to open two additional forward distribution centers and we will continue to evaluate whether we need to open additional forward distribution centers in the future to support our net store count and net sales growth targets over the next several years.

Corporate Office

We own a facility in Columbus, Ohio that serves as our corporate headquarters.

Item 3. Legal Proceedings

For information regarding certain legal proceedings to which we have been named a party or are subject, see Note 9 to the accompanying consolidated financial statements.

Item 4. Mine Safety Disclosures

None.

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Supplemental Item. Information about our Executive Officers

Our executive officers at March 29, 2022 were as follows:
NameAgeOffices HeldOfficer Since
Bruce K. Thorn54President and Chief Executive Officer2018
Gene Eddie Burt56Executive Vice President, Chief Supply Chain Officer2020
Andrej Mueller45Executive Vice President, Strategy and Chief Customer Officer2019
Nicholas E. Padovano58Executive Vice President, Chief Stores Officer2014
Jack A. Pestello52Executive Vice President, Chief Merchandising Officer2020
Jonathan E. Ramsden57Executive Vice President, Chief Financial Officer and Chief Administrative Officer2019
Ronald A. Robins, Jr.58Executive Vice President, Chief Legal and Governance Officer, General Counsel and Corporate Secretary2015
Michael A. Schlonsky55Executive Vice President, Chief Human Resources Officer2000
Gurmeet Singh53Executive Vice President, Chief Technology Officer2021

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

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

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

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

Jack A. Pestello is responsible for merchandising and global sourcing, merchandise presentation, and merchandise planning and allocation. Mr. Pestello joined us in July 2020 as Executive Vice President, Chief Merchandising Officer following seven years in leadership roles at Walmart Inc., an international retailer, where he most recently served as Senior Vice President and General Merchandise Manager for Walmart Inc.’s grocery business, after having served as Senior Vice President, Private Brands and Vice President of Walmart Inc’s International Division. Additionally, Mr. Pestello has previously served in leadership roles with Woolworths Group Ltd., an international retailer, and Daymon Worldwide, Inc., an international retail branding and sourcing consultant.

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

Ronald A. Robins, Jr. is responsible for legal affairs, corporate governance and related matters. Mr. Robins was promoted to Executive Vice President in September 2019, and now serves as the Chief Legal and Governance Officer. Prior to that, Mr. Robins served as Senior Vice President, General Counsel and Corporate Secretary since joining us. Prior to joining us, Mr. Robins was a partner at Vorys, Sater, Seymour and Pease LLP and also previously served as General Counsel, Chief Compliance Officer, and Secretary of Abercrombie & Fitch Co., an apparel retailer.

Michael A. Schlonsky is responsible for talent management and oversight of human resources. He was promoted to Executive Vice President in August 2015, and now serves as the Chief Human Resources Officer. He was promoted to Senior Vice President, Human Resources in August 2012 and promoted to Vice President, Associate Relations and Benefits in 2010. Prior to that, Mr. Schlonsky was promoted to Vice President, Associate Relations and Risk Management in 2005. Mr. Schlonsky joined us in 1993 as Staff Counsel and was promoted to Director, Risk Management in 1998, and to Vice President, Risk Management and Administrative Services in 2000.

Gurmeet Singh is responsible for technology development, technology platforms, technology infrastructure, and information security. Dr. Singh joined us in 2021 as Executive Vice President, Chief Technology Officer. Prior to joining us, Dr. Singh served at Al-Futtaim Group as President, Group Chief Digital Officer covering Digital, Technology and Data. Additionally, Dr. Singh previously served as Executive Vice President, Chief Digital, Information, and Marketing Officer for 7-Eleven Inc. and served in similar digital, technology and data roles at BCG, CapitalOne, Intuit Inc. and FedEx. Dr. Singh is also on the board of directors of Focus Brands, LLC.
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Part II

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

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

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

(1)     On December 1, 2021, our Board of Directors authorized the repurchase of up to $250.0 million of our common shares (“2021 Repurchase Authorization”). During the fourth quarter of 2021, we purchased 2.1 million of our common shares for $90.6 million under the 2021 Repurchase Authorization. The 2021 Repurchase Authorization has no scheduled termination date.

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

At the close of trading on the NYSE on March 25, 2022, there were approximately 867 registered holders of record of our common shares.

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

big-20220129_g1.jpg


Indexed Returns
Years Ended
Base Period
JanuaryJanuaryJanuaryJanuaryJanuaryJanuary
Company / Index201720182019202020212022
Big Lots, Inc.$100.00 $121.05 $67.72 $61.04 $141.38 $96.56 
S&P 500 Index100.00 122.83 122.76 149.23 174.97 211.72 
S&P 500 Retailing Index$100.00 $141.30 $152.92 $184.44 $260.77 $276.14 
Item 6. [Reserved]

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

Overview

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

Our fiscal year ends on the Saturday nearest to January 31, which results in some fiscal years with 52 weeks and some with 53 weeks. Fiscal years 2021, 2020, and 2019 were comprised of 52 weeks. Fiscal year 2022 will also be comprised of 52 weeks.

Operating Results Summary

The following are the results from 2021 that we believe are key indicators of our financial condition and results of operations when compared to 2020.

Net sales decreased $48.6 million, or 0.8%.
Comparable sales for stores open at least fifteen months, plus our e-commerce operations, decreased $152.2 million, or 2.5%.
Gross margin dollars decreased $100.4 million and gross margin rate decreased 130 basis points to 39.0% of net sales.
Selling and administrative expenses increased $49.1 million, which included $5.0 million of store asset impairment charges. As a percentage of net sales, selling and administrative expenses increased 110 basis points to 32.8% of net sales.
Operating profit decreased $616.7 million to $239.8 million.
Diluted earnings per share decreased 66.9% to $5.33 per share, compared to $16.11 per share in 2020.
In 2020 we recorded a pre-tax gain on sale of distribution centers of $463.1 million and consulting and other expenses of $4.0 million related to the sale and leaseback of our four owned distribution centers. The absence of the gain on sale of distribution centers and associated consulting and other expenses decreased our operating profit in 2021 by $459.1 million and decreased our diluted earnings per share by approximately $8.75 per share.
Our return on invested capital decreased to 14.9% from 48.4%.
Inventory of $1,237.8 million represented a $297.5 million increase, or 31.6%, from 2020.
We acquired a total of 7.7 million of our outstanding common shares for $417.7 million under our share repurchase authorizations in 2021 compared to 3.8 million of our outstanding common shares for $172.8 million under share repurchase authorizations in 2020.
We declared and paid four quarterly cash dividends in the amount of $0.30 per common share, for a total paid amount of $41.7 million.

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

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

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

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

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

Operating Strategy

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

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

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

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

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

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

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

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

Merchandising

We focus our merchandising strategy on (1) the bargain hunt, by seeking to deliver unmatched value in all of our merchandise categories; (2) the treasure hunt, by seeking to surprise and delight our customers with our unique product assortment; and (3) convenience, by seeking to offer a reliable assortment of simple to shop essentials. In 2021, we introduced the concept of “Big Buys” to our merchandising strategy. Big Buys include closeouts and other one-time product offerings that fit into the bargain hunt facet of our merchandising strategy.

One of the focuses of Operation North Star is driving growth in our own brands, particularly the Broyhill® brand, an iconic brand that we acquired in 2018. We launched the Broyhill® brand of product offerings in late 2019 with initial product offerings in our Furniture, Seasonal, Soft Home, and Hard Home merchandise categories. We expanded the Broyhill® line in 2021 to also include housewares and kitchen textiles. Available both in-store and online, we believe the Broyhill® assortment strengthens our Home assortment with a high-quality product offering at a value-based price that customers find attractive. Our Broyhill®-related net sales exceeded $700 million in 2021 compared to over $400 million in 2020. In 2022, we intend to focus on improving the availability of Broyhill® merchandise, which was negatively impacted by global supply chain issues in 2021 that, in turn, negatively impacted the growth of our Broyhill®-related net sales.

We believe our merchandising strategies for Furniture, Seasonal, and Soft Home position us to surprise and delight our customers with our home product offerings:

Our Furniture category primarily focuses on being a destination for our core customer’s home furnishing needs, such as upholstery, mattresses, case goods, and ready-to-assemble. In Furniture, we believe our competitive advantage is attributable to our sourcing relationships, our in-store availability, our delivery options, and everyday value offerings. A significant majority of our offerings in this category consist of replenishable products sold under our own brands or sourced from recognized brand-name manufacturers. Within our own brands portfolio, the Broyhill® branded product offerings feature elevated quality and value, which continues to attract new furniture customers as well as provide existing customers with an incentive to step up to the higher-end offering. Our long-standing relationships with brand-name manufacturers, most notably in our mattresses and upholstery departments, allow us to work directly with the manufacturers to create product offerings exclusively for us, which enables us to provide a high-quality product at a competitive price. Additionally, we believe our “buy today, take home today” practice of carrying in-stock inventory of our core furniture offerings, which allows our customer to take home their purchase at the end of their shopping experience, positively differentiates us from our competition. As an omnichannel retailer, we also encourage our customer to shop and buy our products online anytime and anywhere, and we invite customers into our stores to touch and feel the quality and comfort of our products. Additionally, customers can have furniture delivered to their door same-day through PICKUP®, our national delivery partner. We believe that offering a focused assortment, which is displayed in furniture vignettes, provides customers a solution for decorating their home when combined with our home décor offerings. Supplementing our merchandising and presentation strategies, we provide multiple third-party financing options for our customers, including options for those who may be more challenged for approval in traditional credit channels. Our financing partners are solely responsible for the credit approval decisions and carry the financial risk.

Our Seasonal category strengthens our home offerings with our patio furniture, gazebos, Christmas trim, and other holiday departments. We believe we have a competitive advantage in this category by offering trend-right products with a strong value proposition in our own brands. Our stores focus on displaying assembled seasonal product to showcase our quality and value, with boxed stock located nearby, so it is easy for our customers to purchase and take home. Much of this merchandise is sourced on an import basis, which allows us to maintain our competitive pricing. Additionally, our Seasonal category offers surprise and delight through a mix of departments and products that meet our customer’s outdoor experience and holiday decorating desires. We continually work with our vendors to expand the product assortment in our Seasonal category to respond to our customers’ evolving wants and needs.

Our Soft Home category complements our Furniture and Seasonal categories in making our stores a destination for a broader range of home needs. Over the past several years, we have enhanced our assortment in Soft Home by allocating more selling space to the category to support a wider range of replenishable, fashion-based products. We
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have also grown our assortments of closeouts in Soft Home to bring exceptional value and unique finds to our customers. We believe that we have a competitive advantage in Soft Home as a result of our trend-right, focused assortment with improved quality and perceived value, and our ability to furnish our customers' homes with décor that complements an in-store furniture purchase. We have worked to develop a “solutions” approach to complete a room through our cross-merchandising efforts, particularly color palette coordination, when combining our Soft Home offerings with our Furniture and Seasonal categories. We believe that this approach helps our customers envision how the product can work in their homes and enhances our brand image.

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

Our Food and Consumables categories focus primarily on providing everyday essentials with a consistent and convenient assortment and exceptional value through Big Buys, closeouts, and opening price point offerings. We believe we possess a competitive advantage in the Food and Consumables categories based on our sourcing capabilities for closeout merchandise. Manufacturers and vendors have closeout merchandise for a variety of different reasons, including other retailers canceling orders or going out of business, production overruns, or marketing or packaging changes. We believe our vendor relationships, along with our size and financial strength, afford us the opportunity to consistently source and deliver Big Buys. To supplement our closeout business, we have focused on improving and expanding our brand name, “never out” product assortment to offer more consistency in those convenience areas where our customers desire consistently available everyday product offerings, such as over-the-counter medications. We believe that we have added top brands to our “never out” programs in Consumables and that our assortment and value proposition will continue to differentiate us in this highly competitive industry. In 2020, we reallocated space from the Food category to the Consumables category through our “Pantry Optimization” initiative, which right-sized our food assortment, including reducing our refrigerated foods, and allowed us to expand the “never out” Consumables assortment that our customer considers an every day essential. In 2021, we focused on providing surprise and delight by expanding our holiday Food and Consumables assortments, as well as launching a one dollar opening price point program, which we promoted as “Onederland.”

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

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

Marketing

See the “Advertising and Marketing” discussion in Item 1. Business for a discussion on our Marketing strategy.

Shopping Experience

One of the core objectives of Operation North Star is to drive our merchandising innovation pipeline by responsibly investing in store presentation initiatives that create an easy shopping experience for our customers.

We have implemented a presentation solution called “The Lot” in nearly all of our stores over the past two years. We designed The Lot to display items from various merchandise categories placed in vignettes to promote life’s occasions, such as Fall tailgating. The Lot offers a treasure hunt by surprising and delighting our customers with the breadth and value of products that we offer in one convenient experience. The continually rotating product assortment offered by The Lot provides us with a unique testing ground for new products at varying price points that we have not historically offered.
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We have also implemented a streamlined checkout experience in nearly all of our stores called the “Queue Line,” which features a reconfigured checkout design. The Queue Line both enhances the customer experience and builds a bigger basket as our customers walk by new and expanded convenience offerings as they check out. The Queue Line’s smaller overall footprint compared to our previous checkout configuration also creates additional selling space for our Furniture merchandise category.

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

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

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

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

Real Estate

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

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

In 2021, we grew our net store count by 23 stores, which marks our third consecutive year of net store growth. Additionally, the average size of stores that we have opened or relocated over the past several years exceeds our existing average. As a result, our overall average selling square footage has increased. In 2022, we expect to open at least 50 net new stores. Looking beyond 2022, we anticipate accelerating our net new store growth to 80 or more stores per year. Our real estate team has identified more than 500 location opportunities in markets across the U.S. where we believe we can successfully open stores. Over the next several years, we plan to actively pursue those locations with the goal of significantly increasing our net sales and operating profit. Our new store selection process includes a thorough review of proforma estimated results prior to entering a
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lease to help ensure the economic quality of our store openings, as well as a post-opening review that we use to improve our proforma development.

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

As discussed in “Item 2. Properties,” of this Form 10-K, we have 184 store leases that will expire in 2022. The majority of our 2022 closings will result from relocation of stores to improved locations within the same local market, with the balance of closings resulting from a lack of renewal options or from our belief that a location’s sales and operating profit volume are not strong enough to warrant additional investment in the location. As part of our evaluation of potential store closings, we consider our ability to transfer sales from a closing store to other nearby locations and generate a better overall financial result for the geographic market.
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2021 COMPARED TO 2020

Net Sales
Net sales by merchandise category (in dollars and as a percentage of total net sales), net sales change (in dollars and percentage), and comps in 2021 compared to 2020 were as follows:
(In thousands)20212020ChangeComps
Furniture$1,684,393 27.4 %$1,736,932 28.0 %$(52,539)(3.0)%(5.2)%
Seasonal954,165 15.5 815,378 13.2 138,787 17.0 15.3 
Soft Home822,559 13.4 887,743 14.3 (65,184)(7.3)(9.0)
Food746,415 12.1 823,420 13.3 (77,005)(9.4)(10.7)
Hard Home675,041 11.0 700,186 11.3 (25,145)(3.6)(4.9)
Consumables665,732 10.8 737,630 11.9 (71,898)(9.7)(10.8)
Apparel, Electronics, & Other602,298 9.8 497,897 8.0 104,401 21.0 19.0 
  Net sales$6,150,603 100.0 %$6,199,186 100.0 %$(48,583)(0.8)%(2.5)%
 
We periodically assess and make minor adjustments to our product hierarchy, which can impact the roll-up of our merchandise categories. In 2021, we realigned our merchandise categories and renamed our Electronics, Toys, & Accessories merchandise category as Apparel, Electronics, & Other. See the reclassifications discussion in Note 1 to the accompanying consolidated financial statements for additional information. In order to provide comparative results, we have reclassified our net sales into the revised merchandise category alignment for all periods presented.

Net sales decreased $48.6 million, or 0.8%, to $6,150.6 million in 2021, compared to $6,199.2 million in 2020. The decrease in net sales was primarily driven by an overall comp decrease of 2.5%, which decreased net sales by $152.2 million. This decrease was partially offset by a $103.6 million increase in net sales from our non-comparable stores, driven by the net increase of 23 stores in 2021 and increased net sales in our new and relocated stores compared to our closed stores. Our comps and net sales decreased in 2021 in comparison to 2020 primarily due to a decreased impact of nesting trends and government stimulus funds on consumer behavior, and the negative impact of global and domestic supply chain constraints in 2021.

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

Our Seasonal category experienced increased comps and net sales in 2021 due to an increase in demand for our Seasonal category which we believe was initially driven by government stimulus and unemployment funds in the first quarter of 2021, together with the continuation of similar nesting trends to those we experienced in 2020 as a result of customers investing more time and discretionary funds in their home. Nesting trends in 2021 were skewed toward patio furniture, outdoor products, and seasonal decor, which drove increased net sales and comps in the lawn & garden and summer departments of our Seasonal merchandise category. Nesting trends abated in the second quarter of 2021 as COVID-19 vaccines became widely available and more consumers began traveling or spending more time outside their home compared to 2020. Despite the decrease in overall nesting behaviors, our Seasonal category continued to benefit from high demand in the third quarter of 2021 for outdoor furniture and seasonal decor late into the summer season and fall, which we were able to meet with higher inventory levels compared to 2020. The positive Seasonal trends continued into the fourth quarter as we experienced an increase in net sales and comps in our Christmas department, which was primarily driven by increased inventory levels in our Christmas products in 2021 compared to 2020. During the early phases of the COVID-19 pandemic in 2020, we intentionally reduced our Christmas inventory purchases due to demand uncertainty, which led to lower Christmas inventory levels in the fourth quarter of 2020. Despite the increased performance of our Seasonal category in 2021 compared to 2020, the Seasonal category was challenged by global and domestic supply chain issues throughout 2021 (discussed above), which resulted in delayed receipts of seasonally-sensitive merchandise.

Our Apparel, Electronics, & Other category also experienced increased comps and net sales in 2021 driven by our strategic initiatives, particularly The Lot and Queue Line, the product assortments of which fall into the Apparel, Electronics, & Other
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category. We believe our product assortment in the Apparel, Electronics, & Other category is aligned with customer demand and that this category is a significant growth opportunity for us.

Our Furniture, Soft Home, and Hard Home categories experienced decreased net sales and comps in 2021 compared to 2020. While these categories benefited from government stimulus funds released in the first quarter of 2021, decreased nesting trends and supply chain impacts caused the decline in net sales and comps in the balance of 2021 compared to 2020. In the second half of 2021, our Furniture, Soft Home, and Hard Home categories were significantly impacted by out-of-stocks and low inventory levels in certain historically popular items due to global and domestic supply chain constraints. In particular, temporary factory shutdowns were a significant contributor to out-of-stocks that drove the decrease in our Furniture net sales and comps in 2021 compared to 2020. While our customers continue to respond well to our Broyhill® branded products and we grew our net sales and comps in the Broyhill® brand, these higher-price point items were impacted by supply chain challenges and low inventory levels.

Our Food and Consumables categories experienced decreases in net sales and comps in 2021 compared to 2020, due to a decrease in demand for essential products (which we define as food, consumables, health products, and pet supplies) and lower availability of name-brand product and closeout merchandise. Demand for essential products surged in the first quarter of 2020 as customers stocked up on these products at the onset of the COVID-19 pandemic. Our customers did not stock up on these products to the same extent in 2021. Due to the aforementioned supply chain challenges, the availability of name-brand merchandise that drives our Food and Consumables net sales and comps was limited and there were fewer closeout opportunities. In addition, we reallocated linear square footage from our Food category to our Consumables category in the third quarter of 2020 as part of our Pantry Optimization initiative. We continue to refine and adjust our Food and Consumables assortments to provide convenience and consistency to our customers.

Gross Margin
Gross margin dollars decreased $100.4 million, or 4.0%, to $2,397.0 million in 2021, compared to $2,497.4 million in 2020. The decrease in gross margin dollars was primarily due to a decrease in gross margin rate, which decreased gross margin dollars by $80.8 million, and a decrease in net sales, which decreased gross margin dollars by $19.6 million. Gross margin as a percentage of net sales decreased approximately 130 basis points to 39.0% in 2021 compared to 40.3% in 2020. The gross margin rate decrease was primarily due to higher inbound freight costs, a higher shrink rate, and a lower initial markup compared to 2020. The decrease was partially offset by lower markdowns. Freight costs increased primarily due to higher ocean carriage rates, domestic transportation rates, and fuel costs, and detention and demurrage charges resulting from delayed receipt of inventory related to supply chain constraints. The shrink rate increased as a result of an increase in theft in our stores and the decreased sales compared to 2020. The lower initial markup compared to 2020 was due primarily to the aforementioned increase in freight costs. The lower markdowns was driven by less promotional activity in 2021 compared to 2020.

Selling and Administrative Expenses
Selling and administrative expenses were $2,014.7 million in 2021, compared to $1,965.6 million in 2020. The increase of $49.1 million, or 2.5%, was primarily due to increases in distribution and transportation costs of $59.4 million, share-based compensation expense of $13.4 million, store occupancy costs of $9.4 million, and health benefit costs of $9.3 million, as well as store asset impairment charges of $5.0 million, partially offset by decreases in bonus expense of $26.2 million, store-related payroll of $13.7 million, and advertising expense of $5.1 million, as well as the absence of $4.0 million of sale and leaseback related expenses and $3.7 million of proxy contest-related costs. The increase in distribution and transportation costs was driven by higher transportation costs, higher labor costs in our regional distribution centers, higher inbound and outbound volume as we worked to increase our inventory levels from the end of 2020 to the end of 2021, rent on our leased distribution centers, four of which were sold and leased back in the second quarter of 2020, the addition of two FDCs, and the addition of “pop-up” bypass distribution centers in the fourth quarter of 2021, partially offset by the absence of a $2 per hour wage increase that was implemented for most of our non-exempt workforce beginning in March 2020 through June 2020 in the early stages of the COVID-19 pandemic. The increase in share-based compensation expense was primarily due to a higher grant date fair value on the 2019 performance share units for which the grant date was established in 2021 compared to the 2018 performance share units for which the grant date was established in 2020 and performance share units granted in 2020. Our store occupancy costs increased primarily due to an increased store count in 2021, new stores opened in the last twelve months, which have higher rents than the stores closed, and normal rent increases resulting from lease renewals. Health benefit expense increased driven by an increase in health benefit claims in 2021 compared to the 2020, as many medical providers postponed elective care procedures in 2020 during the height of the COVID-19 pandemic. The store asset impairment charges are comprised of operating lease right-of-use asset and property and equipment impairments for eight underperforming stores as a result of our store impairment review. The decrease in accrued bonus expense was driven by decreased performance in 2021 relative to our bonus targets as compared to our performance in 2020 relative to our bonus targets, as well as the absence of a one-time discretionary bonus granted in the second quarter of 2020 to recognize our non-exempt associates in our stores and distribution
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centers during the COVID-19 pandemic. The decrease in store-related payroll was primarily due to the absence of the aforementioned $2 per hour wage increase. Advertising expense decreased due to decreased investments in video media as we have taken a more targeted approach to our advertising spend. The sale and leaseback transaction-related expenses, which included consulting costs, were incurred in completing the sale and leaseback of our distribution centers in the second quarter of 2020. The proxy contest-related costs were comprised of legal, public relations, and advisory fees, and settlement costs incurred to resolve a proxy contest in the first quarter of 2020.

As a percentage of net sales, selling and administrative expenses increased by 110 basis points to 32.8% in 2021 compared to 31.7% in 2020.

Depreciation Expense
Depreciation expense increased $4.3 million to $142.6 million in 2021 compared to $138.3 million in 2020. The increase was primarily driven by investments in our strategic initiatives, new stores, and supply chain improvements, partially offset by a decrease resulting from the sale of four distribution centers in the second quarter of 2020.

Depreciation expense as a percentage of net sales increased by 10 basis points compared to 2020.

Gain on Sale of Distribution Centers
Gain on sale of distribution centers decreased $463.1 million to $0 in 2021. The gain on sale of distribution centers in 2020 was attributable to the sale and leaseback of our distribution centers in Durant, OK; Tremont, PA; Montgomery, AL; and Columbus, OH during the second quarter of 2020.

Operating Profit
Operating profit was $239.8 million in 2021 compared to $856.5 million in 2020. The decrease in operating profit was primarily driven by the items discussed in the “Net Sales,” “Gross Margin,” “Selling and Administrative Expenses,” “Depreciation Expense,” and “Gain on Sale of Distribution Centers” sections above. In summary, the decrease in operating profit was driven by the absence of a gain on the sale of distribution centers, a decrease in net sales and gross margin rate, and increases in selling and administrative expenses and depreciation expense.

Interest Expense
Interest expense decreased $1.7 million, to $9.3 million in 2021 compared to $11.0 million in 2020. The decrease in interest expense was driven by lower total average borrowings (including finance leases and the sale and leaseback financing liability). We had total average borrowings of $148.5 million in 2021 compared to total average borrowings of $257.6 million in 2020. The decrease in total average borrowings was driven by our repayment of all outstanding debt under our revolving credit facility following the sale and leaseback transactions completed in the second quarter of 2020, and our prepayment of our $70 million term note agreement (the “2019 Term Note”) in the second quarter of 2021, partially offset by the establishment of the financing liability in connection with the sale and leaseback transactions in the second quarter of 2020. In 2021, we experienced a higher average interest rate due to the higher rate on the sale and leaseback financing liability.

Other Income (Expense)
Other income (expense) was $1.3 million in 2021, compared to $(0.9) million in 2020. The change was primarily driven by gains on our diesel fuel derivatives in 2021 compared to losses on diesel fuel derivatives in 2020. The gains on diesel fuel derivatives in 2021 were partially offset by a $0.5 million loss on debt extinguishment recognized in 2021 related to the prepayment of the 2019 Term Note.

Income Taxes
Our effective income tax rate in 2021 and 2020 was 23.3% and 25.5%, respectively. The decrease in the effective income tax rate was primarily attributable to the net tax benefit associated with settlement of share-based payment awards during 2021, partially offset by an increase in nondeductible executive compensation compared to 2020.

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

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At March 3, 2022, excluding consideration of potential share repurchase activity, we expected the following in the first quarter of 2022 as compared to the first quarter of 2021:
Comparable sales decrease in the low double digits;
Gross margin rate decrease of approximately 50 bps;
Selling and administrative expenses slightly above last year; and
Diluted earnings per share in the range of $1.10 to $1.20.

Capital Resources and Liquidity
On September 22, 2021, we entered into the 2021 Credit Agreement, which provides for a $600 million five-year unsecured credit facility. The 2021 Credit Agreement expires on September 22, 2026. The 2021 Credit Agreement replaced the 2018 Credit Agreement, a $700 million five-year unsecured credit facility which we entered into on August 31, 2018 and was scheduled to expire on August 31, 2023, but was terminated concurrent with our entry into the 2021 Credit Agreement. The 2021 Credit Agreement includes a $50 million swing loan sublimit, a $75 million letter of credit sublimit, a $75 million sublimit for loans to foreign borrowers, and a $200 million optional currency sublimit. The 2021 Credit Agreement also contains an environmental, social and governance (“ESG”) provision, which may provide favorable pricing and fee adjustments if we meet ESG performance criteria to be established by a future amendment to the 2021 Credit Agreement. Under the 2021 Credit Agreement, we have the option to establish incremental term loans and/or increases in the revolving credit limits in an aggregate amount of up to $300 million, subject to the lenders agreeing to increase their commitments. Additionally, the 2021 Credit Agreement includes two options to extend the maturity date of the 2021 Credit Agreement by one year each, subject to each lender agreeing to extend the maturity date of its respective loans. The interest rates, pricing and fees under the 2021 Credit Agreement fluctuate based on our debt rating or leverage ratio, whichever results in more favorable pricing to us. The 2021 Credit Agreement allows us to select our interest rate for each borrowing from multiple interest rate options. The interest rate options are generally derived from the prime rate or LIBOR for loans denominated in U.S. dollars or the Euro Short Term Rate (€STR) for loans denominated in Euros. The 2021 Credit Agreement updated the LIBOR fallback language to implement fallback provisions, pursuant to which the interest rate on the loans will transition to an alternative rate upon the occurrence of certain LIBOR cessation events. Loans made under the 2021 Credit Agreement may be prepaid without penalty. The 2021 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios – a leverage ratio and a fixed charge coverage ratio. The covenants of the 2021 Credit Agreement do not restrict our ability to pay dividends. Additionally, we are subject to cross-default provisions associated with any default on indebtedness that is greater than $50 million, including with respect to our synthetic lease for our distribution center in Apple Valley, CA, which was also amended concurrent with our entry into the 2021 Credit Agreement to conform to the covenants of the 2021 Credit Agreement. A violation of any of the covenants could result in a default under the 2021 Credit Agreement that would permit the lenders to restrict our ability to further access the 2021 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2021 Credit Agreement. At January 29, 2022 we were in compliance with the covenants of the 2021 Credit Agreement. At January 29, 2022, we had $3.5 million of borrowings outstanding under the 2021 Credit Agreement, and the borrowings available under the 2021 Credit Agreement were $594.1 million, after taking into account the reduction in availability resulting from outstanding letters of credit totaling $2.4 million.

On August 7, 2019, we entered into the 2019 Term Note, a $70 million term note agreement, which was secured by the equipment at our Apple Valley, CA distribution center and carried a fixed interest rate of 3.3%. In light of our strong liquidity and market conditions at the time, we prepaid the remaining $44.3 million principal balance under the 2019 Term Note in the second quarter of 2021. In connection with the prepayment, we incurred a $0.4 million prepayment fee and recognized a $0.5 million loss on debt extinguishment in the second quarter of 2021.

The primary source of our liquidity is cash flows from operations and borrowings under our credit facility, as necessary. Our net income and, consequently, our cash provided by operations are impacted by net sales volume, seasonal sales patterns, and operating profit margins. Our cash provided by operations typically peaks in the fourth quarter of each fiscal year due to net sales generated during the holiday selling season. Generally, our working capital requirements peak late in our third fiscal quarter or early in our fourth fiscal quarter as we build our inventory levels prior to the holiday selling season. We have historically funded those requirements with cash provided by operations and borrowings under our credit facility. We expect to periodically borrow under the 2021 Credit Agreement during 2022 to fund our cash requirements. Cash requirements include among other things, capital expenditures, working capital needs, interest payments, and other contractual commitments.

At January 29, 2022 our material cash requirements, which are comprised of written purchase orders, cancellable and noncancellable contractual commitments, and other obligations, were $1,683.7 million for the upcoming fiscal year and $4,654.7 million in total. Excluding operating lease and finance lease obligations disclosed in the Note 5 to the accompanying consolidated financial statements, our material cash requirements at January 29, 2022 were $1,359.3 million for the upcoming fiscal year and $2,408.5 million in total. The material cash requirements disclosed above include merchandise purchase orders
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of $769.0 million. The cancellable and noncancellable contractual commitments include purchase commitments related to distribution and transportation, information technology, advertising, energy procurement, and store security, supply, and maintenance commitments. At January 29, 2022, our noncancellable commitments were immaterial.

In August 2020, our Board of Directors authorized the repurchase of up to $500 million of our common shares (“2020 Repurchase Authorization”). The 2020 Repurchase Authorization was exhausted in the third quarter of 2021. During 2021, we purchased 5.6 million of our common shares for $327.2 million under the 2020 Repurchase Authorization, at an average price of $58.48.

In December 2021, our Board of Directors authorized the 2021 Repurchase Authorization, which provides for the repurchase of $250 million of our common shares. Pursuant to the 2021 Repurchase Authorization, we are authorized to repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The 2021 Repurchase Authorization has no scheduled termination date. During 2021, we purchased 2.1 million of our common shares for $90.6 million under the 2021 Repurchase Authorization, at an average price of $43.90.

Common shares acquired through share repurchase authorizations are available to meet obligations under our equity compensation plans and for general corporate purposes.

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

On March 1, 2022, our Board declared a quarterly cash dividend of $0.30 per common share payable on April 1, 2022 to shareholders of record as of the close of business on March 18, 2022.

The following table compares the primary components of our cash flows from 2021 to 2020:
(In thousands)20212020Change
Net cash provided by operating activities$193,762 $399,349 $(205,587)
Net cash (used in) provided by investing activities(159,686)452,987 (612,673)
Net cash used in financing activities$(539,910)$(345,501)$(194,409)

Cash provided by operating activities decreased by $205.6 million to $193.8 million in 2021 compared to $399.3 million in 2020. The decrease was primarily driven by the combined increase in cash outflows from inventories and decrease in accounts payable, which were driven by increased inventory levels at the end of 2021 compared to 2020, an increase in cash outflows from current income taxes, driven by the payment of taxes on the sale of our distribution centers since the end of 2020, and an increase in cash outflows from current liabilities, which was driven by bonus accruals and payment of FICA taxes that were deferred under the CARES Act of 2020. These decreases were partially offset by an increase in net income after accounting for non-cash activities such as non-cash share-based compensation expense, non-cash lease expense, and the add-back for (loss) gain on disposition of equipment and property.

Cash (used in) provided by investing activities decreased $612.7 million to cash used in investing activities of $159.7 million in 2021 compared to cash provided by investing activities of $453.0 million in 2020. The decrease was driven by the decrease in cash proceeds from sale of property and equipment, due to the sale and leaseback transactions completed in the second quarter of 2020, as well as an increase in capital expenditures.

Cash used in financing activities increased by $194.4 million to $539.9 million in 2021 compared to $345.5 million in cash used in financing activities in 2020. The increase was driven by the repurchase of a total of $417.7 million of our common shares under share repurchase authorizations during 2021 compared to the repurchase of $172.8 million of our common shares under share repurchase authorizations during 2020. Additionally, the increase was driven by the absence of financing proceeds from sale and leaseback transactions completed in the second quarter of 2020. The increase was partially offset by a decrease in net repayments of long-term debt due to the repayment of all outstanding borrowings under the 2018 Credit Agreement in 2020 compared to repayment of all outstanding borrowings under the 2019 Term Note in 2021, which carried a lower balance at the time of repayment compared to the 2018 Credit Agreement at the time of repayment.

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Based on historical and expected financial results, we believe that we have or, if necessary, have the ability to obtain, adequate resources to fund our cash requirements, including ongoing and seasonal working capital requirements, proposed capital expenditures, new projects, and currently maturing obligations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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

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

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

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk
We are subject to market risk from exposure to changes in interest rates on investments and on borrowings under the 2021 Credit Agreement that we make from time to time. We had $3.5 million in borrowings under the 2021 Credit Agreement at January 29, 2022. An increase of 1% in our variable interest rate on our investments and estimated future borrowings would not materially affect our financial condition, results of operations, or liquidity.

Risks Associated with Derivative Instruments
We are subject to market risk from exposure to changes in our derivative instruments, associated with diesel fuel. At January 29, 2022, we had outstanding derivative instruments, in the form of collars, covering 1.2 million gallons of diesel fuel. The below table provides further detail related to our current derivative instruments, associated with diesel fuel.
Calendar Year of MaturityDiesel Fuel DerivativesFair Value
PutsCallsAsset (Liability)
(Gallons, in thousands)(In thousands)
20221,200 1,200 $856 
Total1,200 1,200 $856 

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

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

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

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

Basis for Opinion

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

/s/ DELOITTE & TOUCHE LLP

Columbus, Ohio
March 29, 2022

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

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

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

Basis for Opinion

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

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

Critical Audit Matters

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

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

Critical Audit Matter Description

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

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

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

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

Critical Audit Matter Description

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

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

How the Critical Audit Matter Was Addressed in the Audit

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

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

/s/ DELOITTE & TOUCHE LLP

Columbus, Ohio
March 29, 2022

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


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

 202120202019
Net sales$6,150,603 $6,199,186 $5,323,180 
Cost of sales (exclusive of depreciation expense shown separately below)3,753,596 3,701,800 3,208,498 
Gross margin2,397,007 2,497,386 2,114,682 
Selling and administrative expenses2,014,682 1,965,555 1,823,409 
Depreciation expense142,572 138,336 134,981 
Gain on sale of distribution centers (463,053)(178,534)
Operating profit239,753 856,548 334,826 
Interest expense(9,281)(11,031)(16,827)
Other income (expense)1,339 (911)(451)
Income before income taxes231,811 844,606 317,548 
Income tax expense54,033 215,415 75,084 
Net income and comprehensive income$177,778 $629,191 $242,464 
Earnings per common share:   
Basic$5.43 $16.46 $6.18 
Diluted$5.33 $16.11 $6.16 
 
The accompanying notes are an integral part of these consolidated financial statements.

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BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except par value)
 January 29, 2022January 30, 2021
ASSETS  
Current assets:  
Cash and cash equivalents$53,722 $559,556 
Inventories1,237,797 940,294 
Other current assets119,449 85,939 
Total current assets1,410,968 1,585,789 
Operating lease right-of-use assets1,731,995 1,649,009 
Property and equipment - net735,826 717,216 
Deferred income taxes10,973 16,329 
Other assets37,491 68,914 
Total assets$3,927,253 $4,037,257 
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$587,496 $398,433 
Current operating lease liabilities242,275 226,075 
Property, payroll, and other taxes90,728 109,694 
Accrued operating expenses120,684 138,331 
Insurance reserves36,748 34,660 
Accrued salaries and wages45,762 49,830 
Income taxes payable894 43,601 
Total current liabilities1,124,587 1,000,624 
Long-term debt3,500 35,764 
Noncurrent operating lease liabilities1,569,713 1,465,433 
Deferred income taxes21,413 7,762 
Insurance reserves62,591 57,452 
Unrecognized tax benefits10,557 11,304 
Other liabilities127,529 181,187 
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 28,476 shares and 35,535 shares, respectively
1,175 1,175 
Treasury shares - 89,019 shares and 81,960 shares, respectively, at cost
(3,121,602)(2,709,259)
Additional paid-in capital640,522 634,813 
Retained earnings3,487,268 3,351,002 
Total shareholders’ equity1,007,363 1,277,731 
Total liabilities and shareholders’ equity$3,927,253 $4,037,257 
 
The accompanying notes are an integral part of these consolidated financial statements.
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BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity
(In thousands)
 CommonTreasuryAdditional
Paid-In
Capital
Retained Earnings 
 SharesAmountSharesAmountTotal
Balance - February 2, 201940,042 $1,175 77,453 $(2,506,086)$622,685 $2,575,267 $693,041 
Comprehensive income—  —   242,464 242,464 
Dividends declared ($1.20 per share)
—  —   (48,286)(48,286)
Adjustment for ASU 2016-02— — — — — 348 348 
Purchases of common shares(1,474) 1,474 (55,347)  (55,347)
Exercise of stock options6  (6)202 (2) 200 
Restricted shares vested202  (202)6,545 (6,545)  
Performance shares vested261  (261)8,459 (8,459)  
Other   (5)(2) (7)
Share-based employee compensation expense—  —  13,051  13,051 
Balance - February 1, 202039,037 1,175 78,458 (2,546,232)620,728 2,769,793 845,464 
Comprehensive income—  —   629,191 629,191 
Dividends declared ($1.20 per share)
—  —   (47,982)(47,982)
Purchases of common shares(3,890) 3,890 (175,642)  (175,642)
Exercise of stock options13  (13)429 64  493 
Restricted shares vested309  (309)10,034 (10,034)  
Performance shares vested65  (65)2,107 (2,107)  
Other1  (1)45 7  52 
Share-based employee compensation expense—  —  26,155  26,155 
Balance - January 30, 202135,535 1,175 81,960 (2,709,259)634,813 3,351,002 1,277,731 
Comprehensive income—  —   177,778 177,778 
Dividends declared ($1.20 per share)
—  —   (41,512)(41,512)
Purchases of common shares(8,076) 8,076 (446,374)  (446,374)
Restricted shares vested482  (482)16,140 (16,140)  
Performance shares vested535  (535)17,879 (17,879)  
Other   12 127  139 
Share-based employee compensation expense—  —  39,601  39,601 
Balance - January 29, 202228,476 $1,175 89,019 $(3,121,602)$640,522 $3,487,268 $1,007,363 
 
The accompanying notes are an integral part of these consolidated financial statements.
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BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

202120202019
Operating activities:
Net income$177,778 $629,191 $242,464 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization expense143,713 138,848 135,686 
Non-cash lease expense265,401 246,442 229,143 
Deferred income taxes19,007 (52,415)