TEXT-EXTRACT 2 filename2.txt April 23, 2020 Jonathan Ramsden Chief Financial Officer BIG LOTS INC 4900 E. Dublin-Granville Road Columbus, Ohio 43081 Re: BIG LOTS INC Form 10-K for the Fiscal Year Ended February 1, 2020 Filed March 31, 2020 File No. 1-08897 Dear Mr. Ramsden: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended February 1, 2020 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Operating Results Summary, page 20 1. We note you reference Form 10-K for the year ended February 2, 2019 for a comparison of operating results for 2018 to operating results for 2017 in the first paragraph on page 21. The instructions to Item 303(a) of Regulation S-K require that you include a statement identifying the location in the prior filing where the omitted discussion may be found. Please revise to reference Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in Form 10-K for the fiscal year ended February 2, 2019. Item 8. Financial Statements and Supplementary Data Note 3 - Debt, page 50 2. We note that you are required to comply with a leverage ratio and a fixed charge coverage Jonathan Ramsden BIG LOTS INC April 23, 2020 Page 2 ratio under the 2018 Credit Agreement. Please tell us whether these covenants restrict your ability to pay dividends. If so, please provide the disclosure required by Item 4- 08(e)(1) of Regulation S-X. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Adam Phippen at (202) 551-3336 or Bill Thompson at (202) 551- 3344 with any questions. FirstName LastNameJonathan Ramsden Sincerely, Comapany NameBIG LOTS INC Division of Corporation Finance April 23, 2020 Page 2 Office of Trade & Services FirstName LastName