10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 30, 2016

or

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-8897

BIG LOTS, INC.

(Exact name of registrant as specified in its charter)

Ohio	06-1119097
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
300 Phillipi Road, P.O. Box 28512, Columbus, Ohio	43228-5311
(Address of principal executive offices)	(Zip Code)
(614) 278-6800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
Common Shares $0.01 par value	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ     Noo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso   Noþ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ     Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ     Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.         þ

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o     Noþ

The 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 $2,100,837,274 on August 1, 2015, 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, 2016, was 49,683,394.

Documents Incorporated by Reference

Portions of the registrant's Proxy Statement for its 2016 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 30, 2016

TABLE OF CONTENTS

	Part I	Page
Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	13
Item 2.	Properties	13
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	15
	Supplemental Item. Executive Officers of the Registrant	15
	Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6.	Selected Financial Data	18
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 8.	Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	74
Item 9A.	Controls and Procedures	74
Item 9B.	Other Information	74
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	75
Item 11.	Executive Compensation	75
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	75
Item 13.	Certain Relationships and Related Transactions, and Director Independence	76
Item 14.	Principal Accounting Fees and Services	76
	Part IV
Item 15.	Exhibits, Financial Statement Schedules	77
	Signatures	80

1

Part I

Item 1. Business

The Company

Big Lots, Inc., an Ohio corporation, through its wholly owned subsidiaries (collectively referred to herein as “we,” “us,” and “our” except as used in the reports of our independent registered public accounting firm included in Item 8 of this Annual Report on Form 10-K (“Form 10-K”)), is a unique, non-traditional, discount retailer operating in the United States of America (“U.S.”) (see the discussion below under the caption “Merchandise”). At January 30, 2016, we operated a total of 1,449 stores. Our goal is to exceed our core customer’s expectations by providing her with great savings on value-priced merchandise, which includes tasteful and “trend-right” import merchandise, consistent and replenishable “never out” offerings, and brand-name closeouts. You can locate us on the Internet at www.biglots.com. The contents of our websites are not part of this report.

Similar to many other retailers, our fiscal year ends on the Saturday nearest to January 31, which results in some fiscal years being comprised of 52 weeks and some being comprised of 53 weeks. Unless otherwise stated, references to years in this Form 10-K relate to fiscal years rather than to calendar years. The following table provides a summary of our fiscal year calendar and the associated number of weeks in each fiscal year:

Fiscal Year	Number of Weeks	Year Begin Date	Year End Date
2016	52	January 31, 2016	January 28, 2017
2015	52	February 1, 2015	January 30, 2016
2014	52	February 2, 2014	January 31, 2015
2013	52	February 3, 2013	February 1, 2014
2012	53	January 29, 2012	February 2, 2013
2011	52	January 30, 2011	January 28, 2012

We manage our business on the basis of one segment: discount retailing. We evaluate and report overall sales and merchandise performance based on the following key merchandising categories: Food, Consumables, Soft Home, Hard Home, Furniture, Seasonal, and Electronics & Accessories. The Food category includes our beverage & grocery, candy & snacks, and specialty foods departments. The Consumables category includes our health and beauty, plastics, paper, chemical, and pet 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, greeting cards, and home maintenance departments. The Furniture category includes our upholstery, mattress, ready-to-assemble, and case goods departments. The Seasonal category includes our lawn & garden, summer, Christmas, toys, and other holiday departments. The Electronics & Accessories category includes our electronics, jewelry, hosiery, and infant accessories departments. Please refer to the consolidated financial statements and related notes in this Form 10-K for our financial information. Specifically, see note 15 to the accompanying consolidated financial statements for our net sales results by merchandise category for 2015, 2014, and 2013.

In May 2001, Big Lots, Inc. was incorporated in Ohio and was the surviving entity in a merger with Consolidated Stores Corporation, a Delaware corporation. By virtue of the merger, Big Lots, Inc. succeeded to all the businesses, properties, assets, and liabilities of Consolidated Stores Corporation. In July 2011, we acquired 100% of the outstanding shares of Liquidation World Inc. (subsequently named Big Lots Canada, Inc.). In 2014, we completed the wind down and dissolution of Big Lots Canada, Inc.

Our principal executive offices are located at 300 Phillipi Road, Columbus, Ohio 43228, and our telephone number is (614) 278‑6800.

2

Merchandise

Our business has historically focused on selling value-based merchandise sourced through closeout channels, which can result in inconsistent offerings to our customers. In 2014, we implemented a merchandising strategy to improve the consistency of the value-based merchandise available in our stores by reducing our reliance on sourcing closeout offerings in certain merchandise categories. In order to improve the consistency of our merchandise, we introduced new disciplines for purchasing merchandise through the use of a ratings process that measures quality, brand, fashion, and value. This discipline requires us to focus our decision-making activities on our customers’ expectations and enables us to compare the potential performance of traditionally-sourced merchandise, either domestic or import, to closeout merchandise, which is generally sourced from production overruns, packaging changes, discontinued products, order cancellations, liquidations, returns, and other disruptions in the supply chain of manufacturers. We believe this greater level of focus on our customers’ expectations enhances our ability to provide a desirable assortment of offerings in our merchandise categories and improves our inventory turnover. For net sales and comparable store sales by merchandise category, see the discussion below under the captions “2015 Compared To 2014” and “2014 Compared To 2013” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) of this Form 10-K.

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:

	2015		2014		2013		2012		2011
Stores open at the beginning of the year	1,460		1,493		1,495		1,451		1,398
Stores opened during the year	9		24		55		87		92
Stores closed during the year	(20	)	(57	)	(57	)	(43	)	(39	)
Stores open at the end of the year	1,449		1,460		1,493		1,495		1,451

For additional information about our real estate strategy, see the discussion under the caption “Operating Strategy - Real Estate” in the accompanying MD&A in this Form 10-K.

In addition, in 2011, we acquired 89 stores in Canada as a result of our acquisition of Liquidation World Inc. (subsequently renamed Big Lots Canada, Inc.) (which are not included in the above table). During the first quarter of 2014, we wound down and discontinued the operations of Big Lots Canada, Inc. and closed all of our stores in Canada (which are not included in the above table).

3

The following table details our U.S. stores by state at January 30, 2016:

Alabama	29	Maine	6	Ohio	96
Arizona	39	Maryland	26	Oklahoma	18
Arkansas	12	Massachusetts	21	Oregon	15
California	159	Michigan	45	Pennsylvania	69
Colorado	19	Minnesota	7	Rhode Island	1
Connecticut	13	Mississippi	14	South Carolina	33
Delaware	5	Missouri	25	Tennessee	47
Florida	103	Montana	3	Texas	116
Georgia	54	Nebraska	3	Utah	9
Idaho	6	Nevada	13	Vermont	4
Illinois	34	New Hampshire	7	Virginia	40
Indiana	45	New Jersey	28	Washington	28
Iowa	3	New Mexico	12	West Virginia	17
Kansas	8	New York	63	Wisconsin	12
Kentucky	40	North Carolina	74	Wyoming	2
Louisiana	24	North Dakota	1	District of Columbia	1
				Total stores	1,449
				Number of states	47

Of our 1,449 stores, 33% operate in four states: California, Texas, Ohio, and Florida, and net sales from stores in these states represented 35% of our 2015 net sales. We have a concentration in these states based on their size, population, and customer base.

Associates

At January 30, 2016, we had approximately 35,900 active associates comprised of 11,400 full-time and 24,500 part‑time associates. Approximately 68% of the associates employed throughout the year are employed on a part-time basis. Temporary associates hired for the holiday selling season increased the number of associates to a peak of approximately 39,900 in 2015. We consider our relationship with our associates to be good, and we are not a party to any labor agreements.

Competition

We operate in the highly competitive retail industry. We face strong sales competition from other general merchandise, discount, food, furniture, arts and crafts, and dollar store retailers, which operate in traditional brick and mortar stores and/or online. Additionally, we compete with a number of companies for retail site locations, to attract and retain quality employees, and to acquire our broad merchandising assortment from vendors.

Purchasing

Our goal is to provide great savings to our customers through value-based merchandise offerings. In 2014, we implemented a merchandising strategy to improve the consistency of the value-based merchandise available in our stores by reducing our reliance on sourcing closeout offerings in certain merchandise categories. In particular, we expanded our planned purchases in our Food, Soft Home, and Furniture merchandise categories, which provide an assortment of merchandise that our customers expect us to consistently offer in our stores at a significant value savings.

4

Although reduced in certain categories, the sourcing and purchasing of quality closeout merchandise directly from manufacturers and other vendors, typically at prices below those paid by traditional discount retailers, continues to represent an important competitive advantage for our business. We believe that we have built strong relationships with many brand-name vendors, and these relationships, along with our purchasing power, enable us to source merchandise that provides exceptional value to our customers. One of the key factors in building our vendor relationships is our ability to purchase significant quantities of closeout merchandise and then control its distribution throughout our broad store footprint, in accordance with our vendor’s guidelines. We believe our sourcing model, along with our strong credit profile, provide a high level of service and convenience to our vendors. We intend to continue to deepen our relationships with our top 200 vendors. Our sourcing channels also include bankruptcies, liquidations, and insurance claims. We expect that the unpredictability of the retail and manufacturing environments coupled with what we believe is our significant purchasing power position will continue to support our ability to source quality closeout merchandise at competitive prices.

During 2015, we purchased approximately 24% of our merchandise directly from overseas vendors, including approximately 20% 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.

Warehouse and Distribution

The majority of our merchandise offerings are processed for retail sale and distributed to our stores from our five regional distribution centers located in Pennsylvania, Ohio, Alabama, Oklahoma, and California. We selected the locations of our distribution centers to minimize transportation costs and the distance from distribution centers to our stores. While certain of our merchandise vendors deliver directly to our stores, the large majority of our inventory is staged and delivered from our distribution centers to facilitate prompt and efficient distribution and transportation of merchandise to our stores and help maximize our sales and inventory turnover rate. During 2015, we announced our intention to open a new distribution center in California and relocating our existing California operations to this facility. This transition is anticipated to occur in 2018.

In addition to the regional distribution centers that handle merchandise, we operate a warehouse within our Ohio distribution center that distributes fixtures and supplies to our stores and our five regional distribution centers.

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.

Advertising and Promotion

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

In all markets served by our stores, we design and distribute printed advertising circulars, through a combination of newspaper insertions and mailings. In 2015, we distributed multi-page circulars representing 31 weeks of advertising coverage, which resulted in a one week increase from 2014. We create regional versions of these circulars to tailor our advertising message to market differences caused by product availability, climate, and customer preferences. Our customer database, which we refer to as the Buzz Club^®, is an important marketing tool that allows us to communicate in a cost effective manner with our customers, including e-mail delivery of our circulars. In addition to the Buzz Club^®, we operate the Buzz Club Rewards^® program (“Rewards”), which allows us to send specialized promotions to targeted customer groups with the intention of reinforcing and expanding their desire to shop at our stores.

A newer element of our marketing approach focuses on brand management through social and digital media outlets. We have devoted focused resources to communicate our message directly to our core customers through Facebook^®, Twitter^®, Pinterest^®, and YouTube^®. A more traditional element of our marketing program is our television campaign, which combines elements of strategic branding and promotion. These same elements are also used in most of our other marketing media. Our highly-targeted media placement strategy uses national cable as the foundation of our television advertising. In addition, we use in-store promotional materials, including in-store signage, to emphasize special bargains and significant values offered to our customers. Total advertising expense as a percentage of total net sales was 1.8%, 1.9%, and 1.9% in 2015, 2014, and 2013, respectively.

5

Seasonality

We have historically experienced, and expect to continue to experience, seasonal fluctuations in our sales and profitability, with a larger percentage of our net sales and operating profit realized in our fourth fiscal quarter. In addition, our quarterly net sales and operating profits can be affected by the timing of new store openings and store closings, the timing of advertising, and the timing of 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. For a quantitative view of this leveraging effect, see “Seasonality” in the accompanying MD&A in this Form 10-K.

The seasonality of our net sales and related merchandise inventory requirements influences the availability of and demand for cash or access to credit. We historically have drawn upon our credit facility to assist in funding our working capital requirements, which typically peak near the end of our third fiscal quarter. We historically have higher net sales, operating profits, and cash flow provided by operations in the fourth fiscal quarter which allows us to substantially repay our seasonal borrowings. In 2015, our total indebtedness (outstanding borrowings and letters of credit) peaked in November 2015 at approximately $383 million under our $700 million unsecured credit facility entered into in July 2011, and most recently amended in May 2015 (“2011 Credit Agreement”). The 2011 Credit Agreement expires in May 2020. At January 30, 2016, our total indebtedness under the 2011 Credit Agreement was $65.5 million, which included $62.3 million in borrowings and $3.2 million in outstanding letters of credit. We expect that borrowings will vary throughout 2016 depending on various factors, including our seasonal need to acquire merchandise inventory prior to the peak selling season, the timing and amount of sales to our customers, and the timing of share repurchase or dividend payment activity. For a discussion of our sources and uses of funds, see “Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and “Capital Resources and Liquidity” in the accompanying MD&A, in this Form 10-K.

Available Information

We make available, free of charge, through the “Investor Relations” section of our website (www.biglots.com) under the “SEC Filings” caption, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). Our filings with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. These filings are also available on the SEC’s website at http://www.sec.gov free of charge as soon as reasonably practicable after we have filed the above referenced reports.

In the “Investor Relations” section of our website (www.biglots.com) under the “Corporate Governance” and “SEC Filings” captions, the following information relating to our corporate governance may be found: Corporate Governance Guidelines; charters of our Board of Directors’ Audit, Compensation, Nominating/Corporate Governance Committees, and our Public Policy and Environmental Affairs Committee; Code of Business Conduct and Ethics; Code of Ethics for Financial Officers; Chief Executive Officer and Chief Financial Officer certifications related to our SEC filings; the means by which shareholders may communicate with our Board of Directors; and transactions in our securities by our directors and executive officers. The Code of Business Conduct and Ethics applies to all of our associates, including our directors and our principal executive officer, principal financial officer, and principal accounting officer. The Code of Ethics for Financial Professionals applies to our Chief Executive Officer and all other Senior Financial Officers (as that term is defined therein) and contains provisions specifically applicable to the individuals serving in those positions. We intend to satisfy the requirement under Item 5.05 of Form 8-K regarding disclosure of amendments to and waivers from, if any, our Code of Business Conduct and Ethics (to the extent applicable to our directors and executive officers (including our principal executive officer, principal financial officer and principal accounting officer)) and our Code of Ethics for Financial Professionals in the “Investor Relations” section of our website (www.biglots.com) under the “Corporate Governance” caption. We will provide any of the foregoing information without charge upon written request to our Corporate Secretary. The contents of our website are not incorporated into, or otherwise made a part of, this Form 10-K.

6

Item 1A. Risk Factors

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

Our disclosure and analysis in this Form 10-K and in our 2015 Annual Report to Shareholders contain 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 as well as oral forward-looking statements. Such 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,” “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 and 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.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. 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 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 of the forward-looking statements 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. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. There can be no assurances that we have correctly and completely identified, assessed, and accounted for all factors that do or may affect our business, financial condition, results of operations, and liquidity, as it is not possible to predict or identify all such factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties.

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

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

There is a risk that we will be unable to meet or exceed our operating performance targets and goals in the future if our strategies and initiatives are unsuccessful. During 2013 and early 2014, our senior leadership team developed the core principles of our new strategic plan. During 2014 and 2015, we began to execute on our strategic plan. Our ability to adapt our strategic plan to a changing marketplace and to execute the business activities associated with our operating and strategic plans, could impact our ability to meet our operating performance targets. See the accompanying MD&A in this Form 10-K for additional information concerning our operating strategy.

7

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 greater financial, broader distribution (e.g., more stores and a current online presence), marketing, and other resources than us. It is possible that increased competition, significant discounting, or improved performance by our competitors may reduce our market share, gross margin, and operating margin, and may materially adversely affect our business and results of operations.

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

With the continued expansion of mobile computing devices, competition from other retailers in the online retail marketplace is expected to increase. Certain of our competitors, and a number of pure online retailers, have established online operations against which we compete for customers and products. It is possible that the increasing 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. We currently do not offer an omnichannel experience and online retailing. Our current strategic plan includes providing an omnichannel experience and online retailing capabilities in 2016, which we intend to use to increase our total net sales. Development and implementation of an online retail channel is a complex undertaking and there is no guarantee that the resources that we have applied to this effort will result in increased revenues or improved operating performance. If our online retailing initiatives do not meet our customers’ expectations, the initiatives may reduce our customers’ desire to purchase goods from us both online and at our brick and mortar stores and may materially adversely affect our business and results of operations.

Our inability to properly manage our inventory levels and offer merchandise that our customers want 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. We obtain approximately one quarter of our merchandise directly from vendors outside of the U.S. These foreign vendors often require lengthy advance notice of our requirements to be able to supply products in the quantities that we request. This usually requires us to order merchandise and enter into purchase order contracts for the purchase of such merchandise well in advance of the time these products are offered for sale. As a result, we may experience difficulty in responding to a changing retail environment, which makes us vulnerable to changes in price and in consumer preferences. In addition, we attempt to maximize our operating profit and operating efficiency by delivering proper 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.

We rely on manufacturers located in foreign countries for significant amounts of merchandise and a significant amount of our domestically-purchased merchandise is manufactured abroad. Our business may be materially adversely affected by risks associated with international trade.

Global sourcing of many of the products we sell is an important factor in driving higher operating profit. During 2015, we purchased approximately 24% of our products directly from overseas vendors, including 20% from vendors located in China, and 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 factors 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, natural disasters, war, terrorism, trade restrictions (including retaliation by the United States against foreign practices), political instability, the financial stability of vendors, merchandise quality issues, and tariffs. These and other issues affecting our international vendors could materially adversely affect our business and financial performance.

8

Changes by vendors related to the management of their inventories may reduce the quantity and quality of brand-name closeout merchandise available to us or may increase our cost to acquire brand-name closeout merchandise, either of which may materially adversely affect our revenues and gross margin.

We have very little control over the supply, design, function, availability, or cost of much of the closeout merchandise that we source for sale in our stores. Our ability to meet or exceed our operating performance targets depends upon the sufficient availability of closeout merchandise, in certain merchandise categories that we can acquire and offer at prices that represent a value to our customers. To the extent that certain of our vendors are better able to manage their inventory levels and reduce the amount of their excess inventory, the amount of closeout merchandise available to us could be materially reduced. Shortages or disruptions in the availability of closeout merchandise of a quality acceptable to our customers and us would likely have a material adverse effect on our sales and gross margin and may result in customer dissatisfaction.

Disruption to our distribution network, the capacity of our distribution centers, and the 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 (e.g., the West Coast ports), disruptions or shortages in the transportation industry could negatively affect our distribution network, the timely receipt of merchandise and transportation costs. In addition, long-term disruptions to the U.S. and international transportation infrastructure from wars, political unrest, terrorism, natural disasters, governmental budget constraints and other significant events that lead to delays or interruptions of service could adversely affect our business. Also, a fire, earthquake, or other disaster at one of our distribution centers could disrupt our timely receipt, processing and shipment of merchandise to our stores which could adversely affect our business. Additionally, as we seek to expand our operation through the implementation of our online retail capabilities, we may face increased or unexpected demands on distribution center operations, as well as new demands on our distribution network.

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. During 2016, our normal activities will expand to include conducting sales transactions through an online channel. The protection of our customer, employee, vendor and company data 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 the Company’s records and intellectual property.  We also utilize third-party service providers in connection with certain technology related activities, including credit card processing, website hosting, data encryption and software support.  We require these providers to take appropriate measures to secure such data and information and assess their ability to do so.

Despite our procedures, technologies and other information security measures, we cannot be certain that our information technology systems or the information technology systems of our third-party service providers are or will be able to prevent, contain or detect all cyberattacks, cyberterrorism, or security breaches. As evidenced by 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 the Company to government enforcement actions, private litigation, penalties and costly response measures, and result in lost sales and a reduction in the market value of our common shares.  While we have insurance, in the event we experience a material data or information security breach, our insurance may not be sufficient to cover the impact to our business, or insurance proceeds may not be paid timely. 

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.

9

If we are unable to maintain or upgrade our computer systems or if we are unable to convert to alternate systems in an efficient and timely manner, 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. 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, 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 hosted solutions for certain of our information technology and computers 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.

Declines in general economic condition, disposable income levels, and other conditions could lead to reduced consumer demand for our merchandise thereby materially affecting 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, inflation, the impact of unseasonable weather, natural disasters or terrorist activities and other matters that influence consumer spending. Specifically, our Soft Home, Hard Home, Furniture and Seasonal merchandise categories may be threatened when disposable income levels are negatively impacted by economic conditions. Additionally, the net sales of cyclical product offerings in our Seasonal category may be threatened when we experience extended periods of unseasonable weather. In particular, the economic conditions and weather patterns of four states (Ohio, Texas, California, and Florida) are important as approximately 33% of our current stores operate and 35% of our 2015 net sales occurred in these states.

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

We are exposed to the risk that new federal or state legislation, including new product safety and hazardous material laws and regulations, may negatively impact our operations 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, including food and consumable products, do not meet applicable governmental safety standards or our customers’ expectations regarding quality or safety, we could experience lost sales, increased costs and be exposed to legal and reputational risk.

In addition, if we discard or dispose of our merchandise, particularly that which is non-salable, in a fashion that is inconsistent with jurisdictional 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.

10

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 lawsuits and regulatory actions, including various collective or class action 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, and federal securities laws. We also are involved in shareholder derivative lawsuits and investigations concerning our compliance with 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 10 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 the dispersion of our operations. However, we may incur certain types of losses that we cannot insure or which we believe are not economically reasonable to insure, such as losses due to acts of war, employee and certain other crime, and some natural disasters. 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 losses, including potential increases in medical and indemnity costs, could result in materially different amounts of expense than expected under these programs, which could have a material adverse effect on our financial condition and results of operations. Although we continue to maintain property insurance for catastrophic events, we are self-insured for losses up to the amount of our deductibles. If we experience a greater number of self-insured losses than we anticipate, our financial performance could be adversely affected.

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

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

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

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

11

If we are unable to retain existing and 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” in this Form 10-K. Our strategy to improve our financial performance includes sales growth while managing the occupancy cost of each of our stores. The primary component of our sales growth strategy revolves around increasing our comparable store sales, which will require renewing many leases each year. Additional components of our sales growth strategy are to relocate certain stores to a new location within an existing market and to open new store locations, either as an expansion in an existing market or as an entrance into a new market. If the commercial real estate market does not allow for us to negotiate favorable lease renewals and new store leases, our financial position, results of operations, and liquidity may be negatively affected.

Our inability, if any, to comply with the terms of the 2011 Credit Agreement may have a material adverse effect on our capital resources, financial condition, results of operations, and liquidity.

We have the ability to borrow funds under the 2011 Credit Agreement, and we utilize this ability at various times depending on operating or other cash flow requirements. The 2011 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens, and investments, as well as the maintenance of a leverage ratio and a fixed charge coverage ratio. A violation of any of these covenants may permit the lenders to restrict our ability to further access loans and letters of credit and may require the immediate repayment of any outstanding loans. Our failure to comply with these covenants may have a material adverse effect on our capital resources, financial condition, results of operations, and liquidity.

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

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

Changes in accounting guidance could significantly affect our results of operations and the presentation of those results.

Changes in accounting standards, including new interpretations and applications of accounting standards, may have adverse effects on our financial condition, results of operations, and liquidity. The Financial Accounting Standards Board (“FASB”) has issued and/or adopted new guidance that proposes numerous significant changes to current accounting standards. This new guidance could significantly change the presentation of financial information and our results of operations. Additionally, the new guidance may require us to make systems and other changes that could increase our operating costs. Specifically, implementing future accounting guidance related to leases could require us to make significant changes to our lease management system or other accounting systems.

The price of our common shares as traded on the New York Stock Exchange may be volatile.

Our stock price may fluctuate substantially as a result of factors beyond our control, including but not limited to, general economic and stock market conditions, risks relating to our business and industry as discussed above, strategic actions by our competitors, variations in our quarterly operating performance, and investor perceptions of the investment opportunity associated with our common shares relative to other investment alternatives. Additionally, our stock price may reflect the expectation that we will declare cash dividends at the current level or greater levels in the future. Future dividends are subject to the discretion of our Board of Directors, and will depend on our financial condition, results of operations, capital requirements, compliance with applicable laws and agreements and any other factors deemed relevant by our Board. If we fail to meet any of the expectations related to future growth, profitability, or dividends, our stock price may decline significantly, which could have a material adverse impact on investor confidence and employee retention.

12

We also may be subject to a number of other factors which may, individually or in the aggregate, materially adversely affect our business. These factors include, but are not limited to:

• Fluctuating commodity prices, including but not limited to diesel fuel and other fuels used to generate power by utilities, may affect our gross profit and operating profit margins;

• Changes in governmental laws and regulations, including matters related to taxation. In particular, income tax reform in which the marginal tax rates are significantly reduced could adversely impact the value of our net deferred tax assets;

• A downgrade in our credit rating could negatively affect our ability to access capital or could increase our borrowing costs;

• Events or circumstances could occur which could create bad publicity for us or for types of merchandise offered in our stores which may negatively impact our business results including our sales;

• Infringement of our intellectual property, including the Big Lots trademarks, could dilute their value; and

• Other risks described from time to time in our filings with the SEC.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Retail Operations

All of our stores are located in the U.S., predominantly in strip shopping centers, and have an average store size of approximately 31,000 square feet, of which an average of 21,900 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” in this Form 10-K.

The average cost to open a new store in a leased facility during 2015 was approximately $1.3 million, including the cost of inventory. All of our stores are leased, except for the 55 owned stores that are located in the following states:

State	Stores Owned
Arizona	2
California	39
Colorado	3
Florida	3
Louisiana	1
Michigan	1
New Mexico	2
Ohio	1
Texas	3
Total	55

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 five to ten years with multiple five-year renewal options. Sixty-three store leases have sales termination clauses which can result in our exiting a location at our option if certain sales volume results are not achieved.

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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 information includes stores with more than one lease and leases for stores not yet open. It excludes 18 month-to-month leases and 55 owned locations.

Fiscal Year:	Expiring Leases	Leases Without Options
2016	266	62
2017	228	41
2018	265	47
2019	223	6
2020	232	11
Thereafter	167	15

Warehouse and Distribution

At January 30, 2016, we owned approximately 9.0 million square feet of distribution center and warehouse space. We own and operate five regional distribution centers strategically located across the United States in Ohio, California, Alabama, Oklahoma, and Pennsylvania. The regional distribution centers utilize warehouse management technology, which we believe enables high accuracy and efficient processing of merchandise from vendors to our retail stores. The combined output of our regional distribution centers was approximately 2.6 million merchandise cartons per week in 2015. 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.

The number of owned distribution centers and warehouse space and the corresponding square footage of the facilities by state at January 30, 2016, were as follows:

				Square Footage
State	Owned	Leased	Total	Owned	Leased	Total
				(Square footage in thousands)
Ohio	1	—	1	3,559	—	3,559
California	1	—	1	1,423	—	1,423
Alabama	1	—	1	1,411	—	1,411
Oklahoma	1	—	1	1,297	—	1,297
Pennsylvania	1	—	1	1,295	—	1,295
Total	5	—	5	8,985	—	8,985

Corporate Office

We own the facility in Columbus, Ohio that serves as our general office for corporate associates.

Item 3. Legal Proceedings

Item 103 of SEC Regulation S-K requires that we disclose actual or known contemplated legal proceedings to which a governmental authority and we are each a party and that arise under laws dealing with the discharge of materials into the environment or the protection of the environment, if the proceeding reasonably involves potential monetary sanctions of $100,000 or more. Accordingly, please refer to the discussion in note 10 to the accompanying consolidated financial statements regarding the subpoena we received from the District Attorney for the County of Alameda, State of California and the matter regarding the California Air Resources Board.

Aside from these matters, no response is required under Item 103 of Regulation S-K. For a discussion of certain litigated matters, also see note 10 to the accompanying consolidated financial statements

14

Item 4. Mine Safety Disclosures

None.

Supplemental Item. Executive Officers of the Registrant

Our executive officers at March 29, 2016 were as follows:

Name	Age	Offices Held	Officer Since
David J. Campisi	60	Chief Executive Officer and President	2013
Lisa M. Bachmann	54	Executive Vice President, Chief Merchandising and Operating Officer	2002
Timothy A. Johnson	48	Executive Vice President, Chief Administrative Officer and Chief Financial Officer	2004
Michael A. Schlonsky	49	Executive Vice President, Human Resources and Store Operations	2000
Ronald A. Robins, Jr.	52	Senior Vice President, General Counsel and Corporate Secretary	2015
Andrew D. Stein	50	Senior Vice President, Chief Customer Officer	2013

David J. Campisi is our Chief Executive Officer and President. Before joining Big Lots in May 2013, Mr. Campisi served as the Chairman and Chief Executive Officer of Respect Your Universe, Inc., an activewear retailer. Mr. Campisi previously served as the Chairman, President and Chief Executive Officer of The Sports Authority, Inc., a sporting goods retailer. Prior to that, Mr. Campisi served as Executive Vice President and General Merchandise Manager, Women’s Apparel, Accessories, Intimates and Cosmetics of Kohl’s Corporation, a department store retailer. Additionally, Mr. Campisi served as Senior Vice President and General Merchandise Manager, Apparel, Home, and Home Electronics of Fred Meyer’s Corporation, a department store retailer.

Lisa M. Bachmann is responsible for merchandising and global sourcing, information technology, and merchandise planning and allocation. Ms. Bachmann was promoted to Executive Vice President, Chief Merchandising and Operating Officer in August 2015, at which time she assumed responsibility for merchandising and global sourcing. Prior to that, Ms. Bachmann was promoted to Executive Vice President, Chief Operating Officer in August 2012 and Executive Vice President, Supply Chain Management and Chief Information Officer in March 2010. Ms. Bachmann joined us as Senior Vice President, Merchandise Planning, Allocation and Presentation in March 2002.

Timothy A. Johnson is responsible for financial reporting and controls, financial planning and analysis, treasury, risk management, tax, internal audit, investor relations, real estate, asset protection and distribution and transportation services. Mr. Johnson was promoted to Executive Vice President, Chief Administrative Officer and Chief Financial Officer in August 2015, at which time he assumed responsibility for distribution and transportation services. Prior to that Mr. Johnson was promoted to Executive Vice President, Chief Financial Officer in March 2014. Mr. Johnson assumed responsibility for real estate in June 2013 and asset protection in November 2013. Mr. Johnson was promoted to Senior Vice President, Chief Financial Officer in August 2012, at which time he assumed responsibility for our treasury and risk management. He was promoted to Senior Vice President of Finance in July 2011. He joined us in August 2000 as Director of Strategic Planning.

Michael A. Schlonsky is responsible for store operations, talent management and oversight of human resources. He was promoted to Executive Vice President in August 2015, at which time he assumed responsibility for store operations. 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.

Ronald A. Robins, Jr. is responsible for legal affairs and compliance. Mr. Robins joined us in 2015 as Senior Vice President, General Counsel and Corporate Secretary. Prior to joining us, Mr. Robins was a partner at Vorys, Sater, Seymour and Pease LLP and also previously served as General Counsel, Chief Compliance Officer, and Secretary of Abercrombie & Fitch Co., an apparel retailer.

Andrew D. Stein is responsible for marketing, advertising, brand development and merchandise presentation. Mr. Stein joined us in 2013 as Senior Vice President, Chief Customer Officer. Prior to joining us, Mr. Stein was the Chief Marketing Officer at Kmart, a division of Sears Holding Corporation, a retailer.

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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 reflects the high and low sales prices for our common shares as reported on the NYSE composite tape for the fiscal periods indicated:

	2015				2014
	High		Low		High		Low
First Quarter	$	51.11	$	44.45	$	40.24	$	25.50
Second Quarter	48.53		41.37		46.39		36.76
Third Quarter	50.15		39.77		48.52		41.23
Fourth Quarter	$	48.14	$	33.78	$	51.75	$	38.15

In June 2014, we announced that our Board of Directors commenced a cash dividend program. Since the commencement of the program, we have declared and paid seven consecutive quarterly cash dividends.

	2015		2014
First Quarter	$	0.19	$	—
Second Quarter	0.19		0.17
Third Quarter	0.19		0.17
Fourth Quarter	0.19		0.17
Total	$	0.76	$	0.51

In the first quarter of 2016, our Board of Directors declared a dividend payable on April 1, 2016 to holders of record on March 18, 2016 and increased the amount of the dividend from $0.19 to $0.21 per share. Although it is the present intention of our Board of Directors to continue to pay a quarterly cash dividend in the future, the determination to pay future dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with applicable laws and agreements and any other factors deemed relevant by our Board.

After making investments in the business and paying declared dividends, the Company has utilized its excess cash for share repurchase programs. Any future decisions on the uses of excess cash will be determined by our Board of Directors taking into account business conditions then existing, including our earnings, financial requirements and condition, opportunities for reinvesting cash, and other factors.

The following table sets forth information regarding our repurchase of our common shares during the fourth fiscal quarter of 2015:

(In thousands, except price per share data)
Period	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share (1)		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
November 1, 2015 - November 28, 2015	—	$	43.92	—	$	—
November 29, 2015 - December 26, 2015	—	—		—	—
December 27, 2015 - January 30, 2016	—	38.02		—	—
Total	—	$	41.25	—	$	—

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(1) In November 2015 and January 2016, in connection with the vesting of certain outstanding restricted stock awards and restricted stock units, we acquired 239 and 198 of our common shares, respectively, which were withheld to satisfy minimum statutory income tax withholdings.

On March 1, 2016, our Board of Directors authorized a program for the repurchase of up to $250.0 million of our common shares (“2016 Repurchase Program”). The 2016 Repurchase Program has no scheduled termination date.

At the close of trading on the NYSE on March 25, 2016, there were approximately 701 registered holders of record of our common shares.

The following graph and table compares, for the five fiscal years ended January 30, 2016, the cumulative total shareholder return for our common shares, the S&P 500 Index, and the S&P 500 Retailing Index. Measurement points are the last trading day of each of our fiscal years ended January 28, 2012, February 2, 2013, February 1, 2014, January 31, 2015 and January 30, 2016. The graph and table assume that $100 was invested on January 29, 2011, 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.

	Indexed Returns
	Years Ended
	Base Period
	January		January		January		January		January		January
Company / Index	2011		2012		2013		2014		2015		2016
Big Lots, Inc.	$	100.00	$	125.71	$	101.63	$	84.19	$	145.97	$	125.39
S&P 500 Index	100.00		105.33		123.86		149.21		170.43		169.30
S&P 500 Retailing Index	$	100.00	$	113.42	$	144.15	$	180.69	$	216.99	$	253.44

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Item 6. Selected Financial Data

The following statements of operations and balance sheet data have been derived from our consolidated financial statements and should be read in conjunction with MD&A and the consolidated financial statements and related notes included herein.

	Fiscal Year
(In thousands, except per share amounts and store counts)	2015 (a)			2014 (a)			2013 (a)			2012 (b)			2011 (a)
Net sales	$	5,190,582		$	5,177,078		$	5,124,755		$	5,212,318		$	5,097,144
Cost of sales (exclusive of depreciation expense shown separately below)	3,123,396			3,133,124			3,117,386			3,157,632			3,058,442
Gross margin	2,067,186			2,043,954			2,007,369			2,054,686			2,038,702
Selling and administrative expenses	1,708,717			1,699,764			1,664,031			1,639,770			1,594,346
Depreciation expense	122,737			119,702			113,228			103,146			88,324
Operating profit	235,732			224,488			230,110			311,770			356,032
Interest expense	(3,683		)	(2,588		)	(3,293		)	(4,184		)	(2,738		)
Other income (expense)	(5,199		)	—			(12		)	2			163
Income from continuing operations before income taxes	226,850			221,900			226,805			307,588			353,457
Income tax expense	83,842			85,239			85,515			117,071			133,880
Income from continuing operations	143,008			136,661			141,290			190,517			219,577
Loss from discontinued operations, net of tax	(135		)	(22,385		)	(15,995		)	(13,396		)	(12,513		)
Net income	$	142,873		$	114,276		$	125,295		$	177,121		$	207,064
Earnings per common share - basic:
Continuing operations	$	2.83		$	2.49		$	2.46		$	3.18		$	3.21
Discontinued operations	—			(0.41		)	(0.28		)	(0.22		)	(0.18		)
	$	2.83		$	2.08		$	2.18		$	2.96		$	3.03
Earnings per common share - diluted:
Continuing operations	$	2.81		$	2.46		$	2.44		$	3.15		$	3.16
Discontinued operations	—			(0.40		)	(0.28		)	(0.22		)	(0.18		)
	$	2.80		$	2.06		$	2.16		$	2.93		$	2.98
Weighted-average common shares outstanding:
Basic	50,517			54,935			57,415			59,852			68,316
Diluted	50,964			55,552			57,958			60,476			69,419
Cash dividends declared per common share	$	0.76		$	0.51		$	—		$	—		$	—
Balance sheet data:
Total assets	$	1,640,370		$	1,635,891		$	1,739,599		$	1,753,626		$	1,641,310
Working capital (c)	315,984			411,446			483,833			423,300			379,052
Cash and cash equivalents	54,144			52,261			68,629			60,581			68,547
Long-term obligations under bank credit facility	62,300			62,100			77,000			171,200			65,900
Shareholders’ equity	$	720,470		$	789,550		$	901,427		$	758,142		$	823,233
Cash flow data:
Cash provided by operating activities	$	342,352		$	318.562		$	198,334		$	281,133		$	318,471
Cash used in investing activities	$	(113,193	)	$	(90,749	)	$	(97,495	)	$	(130,357	)	$	(120,712	)
Store data:
Total gross square footage	44,914			45,134			45,708			45,505			43,932
Total selling square footage	31,775			32,006			32,732			32,623			31,512
Stores opened during the fiscal year	9			24			55			87			92
Stores closed during the fiscal year	(20		)	(57		)	(57		)	(43		)	(39		)
Stores open at end of the fiscal year	1,449			1,460			1,493			1,495			1,451

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

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

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(c) During 2015, we adopted Accounting Standards Update 2015-17 related to the presentation of deferred taxes. As such, we reclassified our current deferred tax assets and liabilities to noncurrent deferred income tax assets for all fiscal years presented.

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 2015, 2014, and 2013 were each comprised of 52 weeks. Fiscal year 2016 will be comprised of 52 weeks.

Operating Results Summary

The following are the results from 2015 that we believe are key indicators of our operating performance when compared to 2014.

• Net sales increased $13.5 million, or 0.3%.

• Comparable store sales for stores open at least fifteen months increased $91.1 million, or 1.8%.

• Gross margin dollars increased $23.2 million with a 30 basis point increase in gross margin rate to 39.8% of sales.

• Selling and administrative expenses increased $8.9 million. As a percentage of net sales, selling and administrative expenses increased 10 basis points to 32.9% of net sales.

• Operating profit rate increased 20 basis points to 4.5%.

• Diluted earnings per share from continuing operations increased 14.2% to $2.81 per share, compared to $2.46 per share in 2014.

• Our return on invested capital increased to 16.6% from 14.9%.

• Inventory of $850.0 million represented a $1.7 million decrease, or 0.2%, from 2014.

• We acquired approximately 4.4 million of our outstanding common shares for $200.0 million, under our 2015 Repurchase Program (as defined below in “Capital Resources and Liquidity”), at a weighted average price of $45.82 per share.

• We declared and paid four quarterly cash dividends in the amount of $0.19 per common share, for a total paid amount of approximately $38.5 million.

The following table compares components of our consolidated statements of operations as a percentage of net sales:

	2015		2014		2013
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales (exclusive of depreciation expense shown separately below)	60.2		60.5		60.8
Gross margin	39.8		39.5		39.2
Selling and administrative expenses	32.9		32.8		32.5
Depreciation expense	2.4		2.3		2.2
Operating profit	4.5		4.3		4.5
Interest expense	(0.1	)	(0.0	)	(0.1	)
Other income (expense)	(0.1	)	0.0		(0.0	)
Income from continuing operations before income taxes	4.4		4.3		4.4
Income tax expense	1.6		1.6		1.7
Income from continuing operations	2.8		2.6		2.8
Loss from discontinued operations, net of tax	(0.0	)	(0.4	)	(0.3	)
Net income	2.8	%	2.2	%	2.4	%

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See the discussion below under the captions “2015 Compared To 2014” and “2014 Compared To 2013” for additional details regarding the specific components of our operating results.

In 2015, our selling and administrative expenses include both a $4.5 million charge associated with the settlement of a legal matter and $9.2 million of charges associated with our decision to freeze and then terminate our pension plans.

In 2013, our selling and administrative expenses include a $4.4 million charge associated with the settlement of a legal matter, which was partially offset by a $3.6 million gain on the sale of a company-owned property in California.

Seasonality

As discussed in “Item 1. Business - Seasonality” of this Form 10-K, our financial results fluctuate from quarter to quarter depending on various factors such as the timing of new or closed stores, the timing and extent of advertisements and promotions, and the timing of holidays. We expect the Christmas holiday selling season to continue to produce a significant portion of our sales and operating profits. 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.

The following table sets forth the seasonality of net sales and operating profit for 2015, 2014, and 2013 by fiscal quarter:

	First		Second		Third		Fourth
Fiscal Year 2015
Net sales as a percentage of full year	24.7	%	23.3	%	21.5	%	30.5	%
Operating profit as a percentage of full year	22.3		12.9		(0.9	)	65.7
Fiscal Year 2014
Net sales as a percentage of full year	24.7	%	23.1	%	21.4	%	30.8	%
Operating profit as a percentage of full year	21.0		12.4		(1.7	)	68.3
Fiscal Year 2013
Net sales as a percentage of full year	24.7	%	23.0	%	21.6	%	30.7	%
Operating profit as a percentage of full year	26.7		15.9		(1.2	)	58.6

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Operating Strategy

Mr. Campisi joined us in 2013 as our Chief Executive Officer and President. Under Mr. Campisi’s leadership, we reevaluated the key components of our operating strategy, our leadership and organizational structure, and the businesses that we operated. After performing his review with the senior leadership team, we introduced our new Edit to Amplify operating strategy (“Edit to Amplify”). Edit to Amplify applies to all aspects of our business, but particularly focuses on merchandising, marketing, and our customers’ shopping experience, all of which we believe are the key drivers of our net sales. Edit to Amplify focuses our entire attention on our core customer, who we refer to as Jennifer. We believe our Edit to Amplify strategy will help us to exceed Jennifer’s expectations by adopting a customer-first mentality and delivering a product assortment that meets her everyday needs while delivering excitement and surprises aimed to drive discretionary purchases. In 2016, we expect to continue to implement and refine our operating strategy, and anticipate:

• Earnings per diluted share from continuing operations to be $3.20 to $3.35.

◦ Our earnings per diluted share estimate is non-GAAP as it excludes the impact of the expected expenses associated with the termination of our Pension Plan and Supplemental Pension Plan, which are estimated to be approximately $15 million (after-tax) that may be incurred in either 2016 or 2017; therefore the impact of these charges may be up to $0.35 during 2016.

• Comparable store sales increase in the low single digits for brick and mortar locations coupled with the launch of our e-commerce business in the first quarter of 2016, partially offset by a lower expected store count.

• Opening 15 new stores and closing 30 stores.

• Cash flow (operating activities less investing activities) of approximately $200 million.

• Cash returned to shareholders of approximately $290 million, through our quarterly dividend program and the 2016 Repurchase Program.

The “2015 Compared To 2014” section below provides additional discussion and analysis of our financial performance and the assumptions and expectations upon which we are basing our guidance for our future results.

Merchandising

We intend to achieve our goal of exceeding our core customer’s expectations by offering a product assortment of value-priced merchandise that is meaningful to her, combined with improving the shopping experience. Our Edit to Amplify strategy uses the two separate “Edit” and “Amplify” components to achieve our goal of exceeding our core customer’s expectations. The “Edit” component focuses on continuously evaluating our product mix and downsizing, or potentially eliminating, those departments within our merchandise categories and product offerings that we believe she does not prioritize or with respect to which we do not maintain a competitive advantage. The “Amplify” component enhances the assortment of those merchandise categories and product offerings that we believe are important to our core customer’s shopping experience and which we believe we have a competitive advantage. We believe our merchandise categories – Food, Consumables, Soft Home, Hard Home, Furniture, Seasonal, and Electronics & Accessories – align our business with how our core customer shops our stores.

Our merchandise categories place differing emphasis on essential items (needs) and discretionary items (wants).

• Our Food and Consumables categories focus primarily on catering to our core customer’s daily essentials, or “need, use, buy most” items, by providing significant value and consistency of product offerings. We believe we possess a competitive advantage in the Food and Consumables categories based on our sourcing capabilities for closeout merchandise. Manufacturers and vendors have closeout merchandise for a variety of different reasons, including other retailers canceling orders or going out of business, marketing or packaging changes, or a new product launch that has underperformed. We believe our vendor relationships along with our size and financial strength afford us these opportunities. We have expanded and improved the consistency of our offerings in these categories to supplement our closeout strategy. During 2014 and 2015, we expanded our everyday offerings by installing coolers and freezers in the majority of our stores.

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• Our Soft Home and Hard Home categories address our core customer’s cooking and living essentials, such as tabletop, bedding, and bath, as well as their home-related discretionary items, such as small appliances, home fashion, and accents. We believe that our competitive advantage in the Soft Home and Hard Home categories is based on the quality, brand, fashion, and value of our merchandise offerings, with a particular focus on value and savings. In these categories, our merchandise mix is comprised of replenishable products or assortments we develop with our vendors. Our closeout penetration in these categories is meaningfully lower than in our Food and Consumables categories. In 2014, we began to amplify our assortment in Soft Home by introducing more fashion-based products that our core customer uses to decorate her home. In 2015, we continued to introduce additional fashion-based products as we expanded our space allocation and offerings.

• Our Furniture category primarily focuses on our core customer’s home furnishing needs, such as upholstery, mattresses, ready-to-assemble, and case goods. In Furniture, we believe our competitive advantage is attributable to our sourcing relationships, everyday value offerings, and our in-store availability. A significant majority of our offerings in this category consists of replenishable products sourced either from recognized brand-name manufacturers or sold under our own brands. Our long-standing relationships with certain brand-name manufacturers, most notably in our mattresses and upholstery departments, allow us to work directly with them to create product offerings specifically for our stores, which allows us to provide a high-quality product at a competitive price. Additionally, we believe our ability to carry in-stock inventory of our core furniture offerings that is available to take home at the end of our customer’s shopping experience positively differentiates us from our competition.

• Our Seasonal and Electronics & Accessories categories focus on our core customer’s discretionary purchases, such as patio furniture, summer outdoor décor, and Christmas trim. For the Seasonal and Electronics & Accessories categories, there is not always an abundant supply of closeout inventory. As a result, we generally work with vendors to develop product offerings for our stores based on our market evaluations. Much of this merchandise is sourced on an import basis, which allows us to maintain our competitive pricing. During 2014 and 2015, we “edited” our assortment of offerings in both our Seasonal and Electronics & Accessories categories in response to reduced customer demand for certain merchandise. Specifically, we reduced the offerings in our Toy department and our Electronics department, including our tablets, digital cameras, gaming, and DVD products.

Our merchandising management team is aligned with our merchandise categories. The primary goal of this team is to increase our total company comparable store sales (“comp” or “comps”). We focus our performance review of members within merchandise management on comps by merchandise category, as we believe it is the key metric that will drive long-term company net sales performance. By focusing on growing merchandise categories, which includes managing contraction in certain departments, we believe our merchandise management team can address our customer’s changing shopping behaviors and implement more tailored programs within each merchandise category, which we believe will lead to continued growth in our comps in the future.

Marketing

The top priority of all of our marketing activities is to increase our comps. Since the implementation of our Edit to Amplify strategy, we have shifted our marketing efforts to focus on strengthening our connection with our core customer through the forms of media that have become integral in her daily life. During 2014 and 2015, we deepened our use of social and digital media outlets, specifically on Facebook^®, Pinterest^®, Twitter^®, and YouTube^®, by conducting entire campaigns through these outlets in an effort to drive increased brand awareness with our core customer, while also attempting to speak to a new potential customer. These outlets provide us with a channel to deliver our brand message directly to Jennifer, while also providing her with the opportunity to share direct feedback with us, which can enhance our understanding of what is most important to her and improve the shopping experience in our stores.

Given our core customers’ proficiency with mobile devices and digital media, we have continued to expand our communication to our Buzz Club Rewards^® members, which we primarily deliver through targeted email campaigns that promote our most attractive and unique product offerings. We are continuously learning additional information about our rewards members, and we will continually refine our methodologies to effectively incentivize their behaviors.

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In addition to electronic, social and digital media, our marketing communication efforts involve a mix of television advertising, printed ad circulars, and in-store signage. The primary goals of our television advertising are to promote our brand and, from time to time, promote products or special discounts in our stores. Our printed advertising circulars and our in-store signage initiatives focus on promoting our value proposition on our unique merchandise offerings.

Shopping Experience

In 2014, we began the roll-out of two capital investment programs - coolers and freezers and point-of-sale (“POS”) systems upgrade - which continued into 2015.

Based on customer feedback, we determined that our core customer could not complete a portion of the weekly grocery shopping in our stores, as we did not offer refrigerated and frozen food products needed to complete her basket. Accordingly, we tested a cooler and freezer program in approximately 100 stores in 2013. The goal of the program was to increase the convenience of the shopping experience for our core customer in our Food category. Our test results were positive; and, as a result, we implemented our cooler and freezer program in an additional 650 stores by the end of the third quarter of 2014. During the spring of 2015, we completed the roll-out of our cooler and freezer program, through installations at an additional 550 locations. We now have approximately 1,300 stores with coolers and freezers. The introduction of coolers and freezers, and the associated product assortment, assisted us in becoming authorized to accept customer benefits qualifying for certain governmental assistance programs, such as the supplemental nutrition assistance program (“SNAP”), which has provided our customers with another source of funds to spend at our stores. We believe this program will continue to drive comps in both our Food and Consumables categories, as we strive to improve our execution surrounding product flow and assortment, based on our learnings in this new offering area.

During 2014, we also began a POS systems upgrade program. We chose to invest in an upgrade to our POS systems to improve the speed of transactions, increase functionality, and reduce our maintenance burden as our prior hardware was nearing the end of its useful life. We completed the roll-out of our new POS systems during 2015.

In 2015, we increased our investment in our store teams, through training and refined roles and responsibilities, to provide our customers with a more consistent store experience. During 2015, a major focus of the business was investing in our store teams through the roll-out of store operations initiatives designed to aid our store associates in delivering more consistent customer service experiences. These initiatives included the following:

• Redefining roles and responsibilities for our store associates by delineating our team into two primary areas - customer service and replenishment - which narrows responsibilities of, and provides greater focus to, our team members. We intend to improve our customer’s shopping experience through providing team members with the primary responsibility of catering to our customer’s needs.

• Implementing a new scheduling system, which focused on ensuring we have store associates staffed during Jennifer’s core shopping windows.

• Standardizing our training program for our furniture sales managers to improve the consistency of the Furniture category shopping experience between stores.

Also during 2014 and 2015, we have been developing and testing an e-commerce platform to enter into the online marketplace. Our efforts have been focused on designing and building an integrated platform with our retail infrastructure to enhance our core customer’s shopping experience. Additionally, we developed our customer support model for our e-commerce activities. In 2016, we will complete the build and integration of our e-commerce platform into our business operations, and we expect to begin selling merchandise online in the first quarter of 2016.

Currently, we offer our Easy Leasing lease-to-purchase program, which provides a single use opportunity for access to financing through a third party. We also expect to launch, through a third party, a private label credit card in 2016, which will provide another financing opportunity to our customers. Our private label credit card program will provide qualified customers with access to a revolving credit vehicle and give us the ability to market to those customers.

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Real Estate

We have determined our average store size of approximately 22,000 selling square feet is appropriate for us to provide our core customers with a positive shopping experience and properly present a representative assortment of merchandise categories that our core customer finds meaningful. Accordingly, when we relocate or open new stores in the future, we intend to open stores of a similar size. Additionally, we have established more stringent merchandise presentation and store layout requirements for our new stores, which were established to ensure a more consistent shopping experience in each location.

As discussed in “Item 2. Properties,” of this Form 10-K, we have 266 U.S. store leases that will expire in 2016. During 2016, we anticipate opening 15 new stores and closing approximately 30 of our existing locations. The majority of these closings are to relocate stores to improved locations within the same local market, with the balance resulting from a lack of renewal options or 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 and the Company. For our remaining store locations with fiscal 2016 lease expirations, we expect to exercise our renewal option or negotiate lease renewal terms sufficient to allow us to continue operations and achieve an acceptable return on our investment.

Discontinued Operations

During the first quarter of 2014, we ceased our Canadian operations by closing all of our stores in Canada. Accordingly, we reclassified the results of our Canadian operations to discontinued operations for all periods presented. In conjunction with the wind down of our Canadian operations in the first quarter of 2014, we recorded $23.0 million in contract termination costs, primarily associated with store operating leases, $2.2 million in severance costs associated with our store and corporate office operations in Canada, and $5.1 million in foreign currency losses associated with the reclassification of the cumulative translation adjustment from other comprehensive income. After the first quarter of 2014, we incurred approximately $2.1 million in costs, which were primarily associated with professional services and negotiating termination of our leased facilities with our former landlords.

Additionally, we have elected to classify in discontinued operations the U.S. income tax benefit related to the excess tax basis in the common shares of Big Lots Canada, Inc. that we expected to, and did, recover as a worthless stock deduction in 2014, as this deduction was generated from our Canadian operations which we have also classified as discontinued operations. During 2014, the amount of this income tax benefit that we recognized was $13.8 million.

During 2013, we completed the wind down of our wholesale business, which was located in the U.S. As we ceased wholesale operations in 2013, we reported the results of our wholesale business as discontinued operations for all periods presented. See note 12 to the accompanying consolidated financial statements for a more detailed discussion of all of our discontinued operations.

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2015 COMPARED TO 2014

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 2015 compared to 2014 were as follows:

(In thousands)	2015				2014				Change					Comps
Furniture	$	1,135,757	21.9	%	$	1,051,165	20.3	%	$	84,592		8.0	%	8.8	%
Consumables	944,389		18.2		953,028		18.4		(8,639		)	(0.9	)	1.0
Food	845,541		16.3		821,915		15.9		23,626			2.9		4.6
Seasonal	845,085		16.3		877,086		16.9		(32,001		)	(3.6	)	(2.1	)
Soft Home	598,777		11.5		569,730		11.0		29,047			5.1		6.9
Hard Home	477,451		9.2		510,095		9.9		(32,644		)	(6.4	)	(4.5	)
Electronics & Accessories	343,582		6.6		394,059		7.6		(50,477		)	(12.8	)	(11.2	)
Net sales	$	5,190,582	100.0	%	$	5,177,078	100.0	%	$	13,504		0.3	%	1.8	%

In the first quarter of 2015, we realigned select merchandise categories to be consistent with the changes in our merchandising team and our management reporting. Specifically, we reclassified our home décor and frames departments from our former Furniture & Home Décor category to our Soft Home category. Subsequently, we changed the name of our Furniture & Home Décor category to Furniture. Sales results for all years have been reclassified to reflect this realignment.

We periodically assess and make minor adjustments to our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

Net sales increased $13.5 million, or 0.3%, to $5,190.6 million in 2015, compared to $5,177.1 million in 2014. The increase in net sales was principally due to a 1.8% increase in comps, which increased net sales by $91.1 million, partially offset by the net decrease of 11 stores since the end of 2014, which decreased net sales by $77.6 million. The Furniture category experienced positive net sales and comps in nearly all departments during 2015, led by our mattresses and upholstery departments, driven by the impact of our Easy Leasing lease-to-purchase program. Although many departments in our Soft Home category experienced increased net sales and positive comps, the overall increases in Soft Home net sales and comps were primarily driven by new and improved products in our bath and bedding departments and an expansion of selling space allocated to this key category. The Food category experienced positive comps and increased net sales, which were attributable to an increased square footage allocation, the completion of the roll-out of our cooler and freezer program, and enhanced assortments of branded products, particularly in connection with closeouts. Consumables experienced an increase in comps, primarily driven by our pet and household chemicals departments, which benefited from an expanded product assortment and increased closeouts, respectively, during 2015. The positive comps in these categories were partially offset by negative comps in our Seasonal, Hard Home, and Electronics & Accessories categories. The negative comps in Seasonal were primarily due to the reduction in the square footage allocated to our toys department, which was shifted to the Soft Home category. Our Hard Home and Electronics & Accessories both experienced negative comps as a result of an intentionally narrowed assortment, which resulted from our “edit” activities during 2014.

For 2016, we expect net sales to increase in the low single digits compared to 2015, which is based on an anticipated increase in comps in the low single digits and the launch of our e-commerce store front, partially offset by a lower expected store count. We expect above company average comps from our Furniture, Food, Consumables, and Soft Home categories, driven by continued growth in our lease-to-own program, the benefit of a full year of our completed cooler and freezer initiative, and continued refinement of our Soft Home assortment. We anticipate below company average comps in our Seasonal category, due to the continued downsizing of our toys department based on our expectations of customer demand, and our Hard Home and Electronics & Accessories categories.

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Gross Margin

Gross margin dollars increased $23.2 million, or 1.1%, to $2,067.2 million in 2015, compared to $2,044.0 million in 2014.  The increase in gross margin dollars was principally due to a higher gross margin rate, which increased gross margin dollars by approximately $17.9 million along with an increase in net sales, which increased gross margin dollars by approximately $5.3 million.  Gross margin as a percentage of net sales increased 30 basis points to 39.8% in 2015 compared to 39.5% in 2014. The gross margin rate increase was principally due to improvements in initial markup and a lower overall markdown rate in 2015 as compared to 2014, due to the significant markdowns taken in 2014 as part of our Edit to Amplify merchandise strategy to sell through and narrow our assortment in certain underperforming categories in the first quarter of 2014.

For 2016, we expect our gross margin rate to be slightly higher than 2015, as we anticipate a slightly higher initial mark-up on our merchandise, driven by favorable freight costs, and a slightly lower markdown rate.

Selling and Administrative Expenses

Selling and administrative expenses were $1,708.7 million in 2015, compared to $1,699.8 million in 2014.  The increase of $8.9 million, or 0.5%, was primarily due to pension termination related expenses of $9.2 million, a $4.5 million loss contingency associated with a merchandise-related legal matter during the second quarter of 2015, along with increases in corporate office payroll and severance related expense of $5.5 million, accrued bonus expense of $4.5 million, and share-based compensation of $2.9 million. These increases were partially offset by a decrease in store related payroll of $9.4 million. During the third and fourth quarters of 2015, we amended our Pension Plan and Supplemental Pension Plan, respectively, to freeze benefits and terminate the plans, and as a result, we incurred curtailments, while also incurring settlement charges, which totaled approximately $2.2 million. Additionally, when we announced the plan terminations to active plan participants, we communicated to them a one-time conversion benefit, for which we accrued $7.0 million. The increase in corporate office payroll expenses was primarily driven by annual merit increases and severance related expenses combined with our investment in hiring for our e-commerce support functions, including information technology and marketing team members. The increase in accrued bonus expense was directly related to better financial performance in 2015 relative to our quarterly and annual operating plans as compared to our performance during 2014. The increase in share-based compensation expense was primarily driven by the lack of forfeiture of awards, and the related expense reversal, by individuals affected by separation activities in 2015 when compared to 2014. The decrease in store-related payroll resulted principally from a net decrease of 11 stores compared to the end of 2014.

As a percentage of net sales, selling and administrative expenses increased by 10 basis points to 32.9% in 2015 compared to 32.8% in 2014. Our future selling and administrative expense as a percentage of net sales depends on many factors, including our level of net sales, our ability to implement additional efficiencies, principally in our store and distribution center operations, and fluctuating commodity prices, such as diesel fuel, which directly affects our outbound transportation cost.

For 2016, we are forecasting an expense rate slightly lower than the rate achieved in 2015. Store expenses, distribution and transportation expenses, and advertising costs are expected to leverage as comparable store sales are expected to grow at a faster rate than expense growth. These leveraged expenses are expected to be partially offset by an increase in our share-based compensation expense, primarily related to performance share units (“PSUs”), and certain operational investments and expenses related to our e-commerce activities. Our forecasted expense rate excludes the impact of the expenses associated with the termination of our Pension Plan and Supplemental Pension Plan, which are estimated to be approximately $15 million (after tax) that may be incurred in either 2016 or 2017.

Depreciation Expense

Depreciation expense increased $3.0 million to $122.7 million in 2015 compared to $119.7 million in 2014. The increase was directly related to our continued investment in systems and capital spending to support and maintain our stores, including the completion of the roll-out of our cooler and freezer program and our POS systems upgrade, and projects at our distribution centers. Depreciation expense as a percentage of net sales increased by 10 basis points compared to 2014.

For 2016, we expect capital expenditures of approximately $105 million to $110 million, which includes maintenance capital for our stores, distribution centers, and corporate offices, the construction costs associated with opening 15 new stores and investments in strategic initiatives to support future growth. Using this assumption and the run rate of depreciation on our existing property and equipment, we expect 2016 depreciation expense to be approximately $125 million to $130 million, which would represent an increase from 2015.

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Operating Profit

Operating profit was $235.7 million in 2015 as compared to $224.5 million in 2014. The increase in operating profit was primarily driven by the items discussed in the "Net Sales", "Gross Margin", "Selling and Administrative Expenses", and "Depreciation Expense" sections above. In summary, the increase in our net sales and gross margin was partially offset by increases in selling and administrative expenses and depreciation expense.

Interest Expense

Interest expense increased $1.1 million to $3.7 million in 2015 compared to $2.6 million in 2014.  The increase was driven by higher average borrowings under the 2011 Credit Agreement. We had total average borrowings (including capital leases) of $177.2 million in 2015 compared to total average borrowings of $105.5 million in 2014. The increase to our average revolving debt balance was primarily the result of year-over-year changes in the timing of our share repurchase activity. The increase in capital leases was driven by a capital lease for store security equipment, which commenced in late 2014.

Other Income (Expense)

Other income (expense) was $(5.2) million in 2015, compared to $0.0 million in 2014.   We recognized unrealized losses of $4.7 million along with realized losses of $0.5 million in 2015 related to our diesel fuel hedging contracts, driven by a decrease in current and future projected diesel fuel prices which negatively impacted valuation. We did not maintain any diesel fuel hedging contracts in 2014.

Income Taxes

The effective income tax rate in 2015 and 2014 for income from continuing operations was 37.0% and 38.4%, respectively. The decrease in our effective rate was principally driven by the recognition of increased employment-related tax credit benefits in 2015 including the impact of the retroactive renewals of federal hiring credits, coupled with increased statute of limitation lapses and discrete settlement benefits.

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2014 COMPARED TO 2013

Net Sales

Net sales by merchandise category, in dollars and as a percentage of total net sales, net sales change in dollars and percentage, and comps from 2014 compared to 2013 were as follows:

(In thousands)	2014				2013				Change					Comps
Furniture	$	1,051,165	20.3	%	$	961,749	18.8	%	$	89,416		9.3	%	8.3	%
Consumables	953,028		18.4		918,124		17.9		34,904			3.8		5.0
Seasonal	877,086		16.9		907,787		17.7		(30,701		)	(3.4	)	(2.7	)
Food	821,915		15.9		747,840		14.6		74,075			9.9		11.0
Soft Home	569,730		11.0		537,798		10.5		31,932			5.9		8.6
Hard Home	510,095		9.9		565,126		11.0		(55,031		)	(9.7	)	(8.8	)
Electronics & Accessories	394,059		7.6		486,331		9.5		(92,272		)	(19.0	)	(17.8	)
Net sales	$	5,177,078	100.0	%	$	5,124,755	100.0	%	$	52,323		1.0	%	1.8	%

Net sales increased $52.3 million or 1.0% to $5,177.1 million in 2014, compared to $5,124.8 million in 2013. The increase in net sales was principally due to a 1.8% increase in comps, which increased net sales by $87.3 million, partially offset by the net decrease of 33 stores since the end of 2013, which decreased net sales by $35.0 million.  The Food category experienced positive comps in all departments due to an improved consistency of assortment and more branded products, particularly in our new coolers and freezers. During 2014, we began the roll-out of our cooler and freezer program, which had been installed in approximately 750, or 50%, of our stores as of the end of third quarter of 2014. Our Soft Home category experienced net sales and comp increases in many departments, with the primary driver being improved quality, brand, fashion, and value. The Furniture category experienced a positive and improving comp during 2014, primarily as a result of the completion of the roll-out of our lease-to-purchase program during the second quarter of 2014. Consumables experienced a comp increase, which was driven by growth in all departments, particularly our pet department in the first quarter of 2014, which benefited from a product and space expansion at the end of the first quarter of 2013 and has been an area where we have expanded our assortment. The negative comps in our Seasonal category were primarily driven by our decision to narrow our assortments in toys and Halloween in response to a multi-year trend of lower customer demand. Hard Home experienced negative comps as a result of our decision in late 2013 to narrow the product offerings in this category through “edit” activities in our Edit to Amplify strategy, specifically in our home maintenance, auto, tools, and paint departments. The negative comps in Electronics & Accessories were also a result of our “edit” activities in our Edit to Amplify strategy, as we continue to narrow the merchandise assortment in our electronics department, particularly in our tablet, digital camera, gaming and DVD products, based on our customer’s response to our product offerings, and overall trends for this category in the retail marketplace.

Gross Margin

Gross margin dollars increased $36.6 million or 1.8% to $2,044.0 million in 2014, compared to $2,007.4 million in 2013.  The increase in gross margin dollars was principally due to both an increase in net sales, which increased gross margin dollars by approximately $20.5 million, and a higher gross margin rate, which increased gross margin dollars by approximately $16.1 million.  Gross margin as a percentage of net sales increased 30 basis points to 39.5% in 2014 compared to 39.2% in 2013. The gross margin rate increase was principally due to a lower overall markdown rate in 2014 as compared to 2013, which included significant markdowns from the initial implementation of our Edit to Amplify merchandise strategy.

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Selling and Administrative Expenses

Selling and administrative expenses were $1,699.8 million in 2014, compared to $1,664.0 million in 2013.  The increase of $35.8 million, or 2.2%, was primarily due to increases in accrued bonus expense of $26.2 million, self-insurance costs of $8.6 million, store occupancy expenses of $5.2 million, corporate office payroll expenses of $2.6 million, and store utilities expense of $2.3 million, and the absence of a gain on the sale of real estate of $3.6 million. These increases were partially offset by a decrease in store related payroll of $6.1 million, the absence of a non-recurring litigation settlement of $4.4 million, and a decrease in share-based compensation expense of $2.7 million. The increase in accrued bonus expense was directly related to better financial performance in 2014 relative to our annual operating plan as compared to our performance during 2013. The increase in self-insurance costs was due to an unfavorable development for our self-insurance programs, particularly our general liability coverage, during the fourth quarter of 2014. The increase in store occupancy expense was primarily the result of an increase in store rents from the exercise of lease options and property maintenance costs. The increase in corporate office payroll costs was driven by our investment in our merchandising team and expansion of our marketing team as we develop our omnichannel strategy. The increase in utilities expense was primarily attributable to the unseasonably cold weather in many regions of the U.S. during the first quarter of 2014, and the roll-out of our cooler and freezer program, which has gradually increased our energy consumption. The gain on sale of real estate resulted from our sale of an owned store location in the third quarter of 2013, which did not recur in 2014. The decrease in store related payroll resulted from a net decrease of 33 stores compared to 2013. The non-recurring litigation settlement was the result of a loss contingency for a legal matter that was recognized in the first quarter of 2013 and finalized in the second quarter of 2013. The decrease in share-based compensation expense was primarily driven by the forfeiture of awards by individuals affected by separation activities and the associated reversal of costs, and the change in the types of equity instruments awarded in 2014 compared to 2013 (specifically the replacement of stock options with performance share units which have a different expense recognition pattern).

As a percentage of net sales, selling and administrative expenses increased by 30 basis points to 32.8% in 2014 compared to 32.5% in 2013. The primary driver of the 30 basis point increase was the increase of accrued bonus expense which accounted for a 50 basis point increase partially offset by a 20 basis point leverage in selling and administrative expenses caused by the increase in net sales. Our future selling and administrative expense as a percentage of net sales rate is dependent upon many factors including our level of net sales, our ability to implement additional efficiencies, principally in our store and distribution center operations, and fluctuating commodity prices, such as diesel fuel, which directly affects our outbound transportation cost.

Depreciation Expense

Depreciation expense increased $6.5 million to $119.7 million in 2014 compared to $113.2 million in 2013. The increase was directly related to capital expenditures in both 2013 and 2014 associated with the implementation of our cooler and freezer program, store projects, and maintenance of existing stores and distribution centers. Depreciation expense as a percentage of net sales increased by 10 basis points compared to 2013.

Operating Profit

Operating profit was $224.5 million in 2014 as compared to $230.1 million in 2013. The decrease in operating profit was primarily driven by the items discussed in the "Net Sales", "Gross Margin", "Selling and Administrative Expenses", and "Depreciation Expense" sections above. In summary, the increase in our net sales and gross margin was slightly more than offset by increases in selling and administrative expenses and depreciation expense.

Interest Expense

Interest expense decreased $0.7 million to $2.6 million in 2014 compared to $3.3 million in 2013.  The decrease in interest expense was primarily driven by decreased borrowings in 2014. We had total average borrowings (including capital leases) of $105.5 million in 2014 compared to total average borrowings of $158.7 million in 2013. The decrease in total average borrowings was primarily the result of utilizing the excess of our cash inflows from operations, which exceeded cash outflows from investing activities, to repay portions of our indebtedness.

Income Taxes

The effective income tax rate in 2014 and 2013 for income from continuing operations was 38.4% and 37.7%, respectively. The increase in our effective rate was principally driven by the recognition of fewer employment-related tax credits in 2014 due to the late 2014 one-year, retroactive renewal of federal hiring credits and the decline in generation of California employment-related credits due to the termination of the program, coupled with fewer discrete settlement benefits compared to 2013.

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Capital Resources and Liquidity

On July 22, 2011, we entered into a $700 millionfive-year unsecured credit facility, which was first amended on May 30, 2013. On May 28, 2015, we entered into an additional amendment of the credit facility that among other things extended its term to May 30, 2020 (as amended, the “2011 Credit Agreement”). In connection with our original entry into the 2011 Credit Agreement, we paid bank fees and other expenses in the aggregate amount of $3.0 million, which are being amortized over the term of the agreement. In connection with the second amendment of the 2011 Credit Agreement, we paid bank fees and other expenses in the amount of $0.8 million, which are being amortized over the term of the agreement.  Borrowings under the 2011 Credit Agreement are available for general corporate purposes and working capital.  The 2011 Credit Agreement includes a $30 million swing loan sublimit and a $150 million letter of credit sublimit.  The interest rates, pricing and fees under the 2011 Credit Agreement fluctuate based on our debt rating.  The 2011 Credit Agreement allows us to select our interest rate for each borrowing from multiple interest rate options.  The interest rate options are generally derived from the prime rate or LIBOR. We may prepay revolving loans made under the 2011 Credit Agreement.  The 2011 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios – a leverage ratio and a fixed charge coverage ratio.  A violation of any of the covenants could result in a default under the 2011 Credit Agreement that would permit the lenders to restrict our ability to further access the 2011 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2011 Credit Agreement.  At January 30, 2016, we were in compliance with the covenants of the 2011 Credit Agreement.

We use the 2011 Credit Agreement, as necessary, to provide funds for ongoing and seasonal working capital, capital expenditures, share repurchase programs, and other expenditures. In addition, we use the 2011 Credit Agreement to provide letters of credit for various operating and regulatory requirements, and if needed, letters of credit required to cover our self-funded insurance programs. Given the seasonality of our business, the amount of borrowings under the 2011 Credit Agreement may fluctuate materially depending on various factors, including our operating financial performance, the time of year, and our need to increase merchandise inventory levels prior to the peak selling season. Generally, our working capital requirements peak late in our third fiscal quarter or early in our fourth fiscal quarter.  We have typically funded those requirements with borrowings under our credit facility. In 2015, our total indebtedness (outstanding borrowings and letters of credit) under the 2011 Credit Agreement peaked at approximately $383 million in November.  At January 30, 2016, we had $62.3 million in outstanding borrowings under the 2011 Credit Agreement and $634.5 million in borrowings available under the 2011 Credit Agreement, after taking into account the reduction in availability resulting from outstanding letters of credit totaling $3.2 million.  Working capital was $316.0 million at January 30, 2016.

The primary source of our liquidity is cash flows from operations and, as necessary, borrowings under the 2011 Credit Agreement.  Our net income and, consequently, our cash provided by operations are impacted by net sales volume, seasonal sales patterns, and operating profit margins.  Our net sales are typically highest during the nine-week Christmas selling season in our fourth fiscal quarter.  

Whenever our liquidity position requires us to borrow funds under the 2011 Credit Agreement, we typically repay and/or borrow on a daily basis. The daily activity is a net result of our liquidity position, which is generally driven by the following components of our operations: (1) cash inflows such as cash or credit card receipts collected from stores for merchandise sales and other miscellaneous deposits; and (2) cash outflows such as check clearings, wire transfers and other electronic transactions for the acquisition of merchandise and for payment of payroll and other operating expenses, income and other taxes, employee benefits, and other miscellaneous disbursements.

On March 4, 2015, our Board of Directors authorized a share repurchase program providing for the repurchase of $200 million of our common shares (“2015 Repurchase Program”). During 2015, we exhausted this program by purchasing approximately 4.4 million of our outstanding common shares at an average price of $45.82.

On March 1, 2016, our Board of Directors authorized a share repurchase program providing for the repurchase of $250 million of our common shares. Pursuant to the 2016 Repurchase Program, we are authorized to repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. Common shares acquired through the 2016 Repurchase Program will be available to meet obligations under our equity compensation plans and for general corporate purposes. The 2016 Repurchase Program has no scheduled termination date and will be funded with cash and cash equivalents, cash generated from operations and by drawing on the 2011 Credit Agreement.

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In June 2014, we announced that our Board of Directors commenced a cash dividend program and we declared and paid three quarterly cash dividends of $0.17 per common share for a total paid amount of approximately $27.8 million during 2014. In 2015, we declared and paid four quarterly cash dividends of $0.19 per common share for a total paid amount of approximately $38.5 million.

In March 2016, our Board increased our quarterly dividend payment rate by approximately 11% by declaring a quarterly cash dividend of $0.21 per common share payable on April 1, 2016 to shareholders of record as of the close of business on March 18, 2016.

The following table compares the primary components of our cash flows from 2015 to 2014:

(in thousands)	2015			2014			Change
Net cash provided by operating activities	$	342,352		$	318,562		$	23,790
Net cash used in investing activities	(113,193		)	(90,749		)	(22,444		)
Net cash used in financing activities	$	(227,276	)	$	(249,320	)	$	22,044

Cash provided by operating activities increased by $23.8 million to $342.4 million in 2015 compared to $318.6 million in 2014.  The increase in cash provided by operating activities was primarily driven by an increase in net income of $28.6 million in 2015 as compared to 2014. The increase in net income was primarily driven by the increase in our comparable store sales in 2015 along with the absence of losses from discontinued operations associated with the wind down of our Canadian operations. Additionally, in 2015, we received a benefit in our income tax position (current and deferred), which increased our cash provided by operating activities by $27.6 million. Our net income tax asset position did not increase as greatly in 2015 as compared to 2014 primarily because we generated higher taxable income in 2015 compared to 2014, due to the absence of losses from the wind down of our former Canadian operations and greater income from continuing operations. Partially offsetting the increase in cash provided by operating activities was a net decrease in cash provided by the normal sales of our merchandise. The change in our inventory position decreased by $61.6 million in 2015 as compared to 2014, which was partially offset by the change in our accounts payable which increased by $30.2 million. In 2014, our operating cash flows benefited from our decision to strategically reduce our average store inventory. In 2015, we were able to manage our inventory levels to keep them at this new lower level, which had a corollary effect on our accounts payable.

Cash used in investing activities increased by $22.5 million to $113.2 million in 2015 compared to $90.7 million in 2014.  The increase was primarily driven by a $32.5 million increase in capital expenditures to $126.0 million in 2015 compared to $93.5 million in 2014. The increase in capital expenditures was driven by the upgrade to our POS systems, the completion of the roll-out of our cooler and freezer program, and investment in our e-commerce technologies. The increase in capital expenditures was partially offset by cash proceeds from the sale of an asset held for sale of $10.0 million in the first quarter of 2015.

Cash used in financing activities decreased by $22.0 million to $227.3 million in 2015 compared to $249.3 million in 2014.  The decrease in the cash used in financing activities was principally due to a decrease in cash used to acquire shares in our respective share repurchase programs during 2015 as compared to 2014. Our use of cash for share repurchase activities decreased by $48.8 million to $201.9 million in 2015 as compared to $250.7 million in 2014. Additionally, we had a decrease in net repayments of our borrowings under our credit facility of $15.1 million to net borrowings of $0.2 million in 2015 compared to net repayments of $14.9 million in 2014. Partially offsetting the decrease in cash used in financing activities was a decrease in the proceeds from the exercise of stock options of $26.3 million, as fewer stock options were exercised in 2015 as compared to 2014, along with an increase of $10.7 million of dividends paid to $38.5 million in 2015 compared to $27.8 million in 2014. The increase in dividends paid was a result of a 12% increase in our quarterly dividend payment from $0.17 per share in the second, third, and fourth quarters of 2014 to $0.19 per share in each quarter of 2015 in addition to no dividend payment in the first quarter of 2014.

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

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Contractual Obligations

The following table summarizes payments due under our contractual obligations at January 30, 2016:

	Payments Due by Period (1)
			Less than						More than
(In thousands)	Total		1 year		1 to 3 years		3 to 5 years		5 years
Obligations under bank credit facility (2)	$	62,415	$	115	$	—	$	62,300	$	—
Operating lease obligations (3) (4)	1,175,190		315,267		480,549		265,930		113,444
Capital lease obligations (4)	28,673		5,956		9,767		9,064		3,886
Purchase obligations (4) (5)	649,668		564,292		75,459		6,436		3,481
Other long-term liabilities (6)	40,385		24,356		5,455		5,455		5,119
Total contractual obligations	$	1,956,331	$	909,986	$	571,230	$	349,185	$	125,930

(1) The disclosure of contractual obligations in this table is based on assumptions and estimates that we believe to be reasonable as of the date of this report. Those assumptions and estimates may prove to be inaccurate; consequently, the amounts provided in the table may differ materially from those amounts that we ultimately incur. Variables that may cause the stated amounts to vary from the amounts actually incurred include, but are not limited to: the termination of a contractual obligation prior to its stated or anticipated expiration; fees or damages incurred as a result of the premature termination or breach of a contractual obligation; the acquisition of more or less services or goods under a contractual obligation than are anticipated by us as of the date of this report; fluctuations in third party fees, governmental charges, or market rates that we are obligated to pay under contracts we have with certain vendors; and the exercise of renewal options under, or the automatic renewal of, contracts that provide for the same.

(2) Obligations under the bank credit facility consist of the borrowings outstanding under the 2011 Credit Agreement, and the associated accrued interest of $0.1 million. In addition, we had outstanding letters of credit totaling $58.2 million at January 30, 2016. Approximately $58.0 million of the outstanding letters of credit represent stand-by letters of credit and we do not expect to meet the conditions requiring significant cash payments on these letters of credit; accordingly, they have been excluded from this table. For a further discussion, see note 3 to the accompanying consolidated financial statements. The remaining $0.2 million of outstanding letters of credit represent commercial letters of credit whereby the related obligation is included in the purchase obligations.

(3) Operating lease obligations include, among other items, leases for retail stores, offices, and certain computer and other business equipment. The future minimum commitments for retail store and office operating leases are $936.7 million. For a further discussion of leases, see note 5 to the accompanying consolidated financial statements. Many of the store lease obligations require us to pay for our applicable portion of CAM, real estate taxes, and property insurance. In connection with our store lease obligations, we estimated that future obligations for CAM, real estate taxes, and property insurance were $235.0 million at January 30, 2016. We have made certain assumptions and estimates in order to account for our contractual obligations relative to CAM, real estate taxes, and property insurance. Those assumptions and estimates include, but are not limited to: use of historical data to estimate our future obligations; calculation of our obligations based on comparable store averages where no historical data is available for a particular leasehold; and assumptions related to average expected increases over historical data. The remaining lease obligation of $3.5 million relates primarily to operating leases for computer and other business equipment, including data center related costs.

(4) For purposes of the lease and purchase obligation disclosures, we have assumed that we will make all payments scheduled or reasonably estimated to be made under those obligations that have a determinable expiration date, and we disregarded the possibility that such obligations may be prematurely terminated or extended, whether automatically by the terms of the obligation or by agreement between us and the counterparty, due to the speculative nature of premature termination or extension. Where an operating lease or purchase obligation is subject to a month-to-month term or another automatically renewing term, we included in the table our minimum commitment under such obligation, such as one month in the case of a month-to-month obligation and the then-current term in the case of another automatically renewing term, due to the uncertainty of future decisions to exercise options to extend or terminate any existing leases.

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(5) Purchase obligations include outstanding purchase orders for merchandise issued in the ordinary course of our business that are valued at $434.4 million, the entirety of which represents obligations due within one year of January 30, 2016. In addition, we have purchase commitments for future inventory purchases totaling $33.9 million at January 30, 2016. While we are not required to meet any periodic minimum purchase requirements under this commitment, we have included, for purposes of this tabular disclosure, the value of the purchases that we anticipate making during each of the reported periods as purchases that will count toward our fulfillment of the aggregate obligation. The remaining $181.4 million of purchase obligations is primarily related to distribution and transportation, information technology, print advertising, energy procurement, and other store security, supply, and maintenance commitments.

(6) Other long-term liabilities include $17.5 million for obligations related to our nonqualified deferred compensation plan, $19.3 million for expected contributions to the Pension Plan and our nonqualified, unfunded supplemental defined benefit pension plan (“Supplemental Pension Plan”), and $2.4 million for unrecognized tax benefits. Pension contributions are equal to expected benefit payments for the nonqualified plan plus expected contributions to the qualified plan using actuarial estimates and assuming that we complete the distributions associated with the plan terminations in 2016 (see note 8 to the accompanying consolidated financial statements for additional information about our employee benefit plans). We have estimated the payments due by period for the nonqualified deferred compensation plan based on an average of historical distributions. We have included unrecognized tax benefits of $1.9 million for payments expected in 2016 and $0.5 million of timing-related income tax uncertainties anticipated to reverse in 2017. Unrecognized tax benefits in the amount of $17.5 million have been excluded from the table because we are unable to make a reasonably reliable estimate of the timing of future payments.

Off-Balance Sheet Arrangements

Not applicable.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

Our significant accounting policies, including the recently adopted accounting standards and recent accounting standards - future adoptions, if any, are described in 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.

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Merchandise Inventories

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

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

The inventory allowance for shrinkage is recorded as a reduction to inventories, charged to cost of sales, and calculated as a percentage of sales for the period from the last physical inventory date to the end of the reporting period. Such estimates are based on both our current year and historical inventory results. Independent physical inventory counts are taken at each store once a year. During calendar 2016, the majority of these counts will occur between January and June. As physical inventories are completed, actual results are recorded and new go-forward shrink accrual rates are established based on historical results at the individual store level. Thus, the shrink accrual rates will be adjusted throughout the January to June inventory cycle based on actual results. At January 30, 2016, a 10% difference in our shrink reserve would have affected gross margin, operating profit and income from continuing operations before income taxes by approximately $3.5 million. While it is not possible to quantify the impact from each cause of shrinkage, we have asset protection programs and policies aimed at minimizing shrinkage.

Long-Lived Assets

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

We identified two stores, three stores, and seven stores in the U.S., in 2015, 2014, and 2013, respectively, with impairment indicators as a result of our annual store impairment tests. For these stores, we recognized impairment charges of $0.4 million, $0.2 million, and $1.3 million in 2015, 2014, and 2013, respectively. We do not believe that varying the assumptions used to test for recoverability to estimate fair value of our long-lived assets would have a material impact on the impairment charges we incurred in 2015, 2014, or 2013.

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

In addition to our annual store impairment reviews, we evaluate our other long-lived assets at each reporting period to determine whether impairment indicators are present. In 2014, we reviewed our operational needs surrounding travel and determined that our travel demands no longer merited the need to own two corporate aircraft. As a result of that decision, we placed both of our aircraft in the market as available-for-sale during 2014 and recorded impairment charges totaling $3.3 million in 2014.

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Share-Based Compensation

We grant non-vested restricted stock units and PSUs to our employees under shareholder approved incentive plans. Additionally, we have granted stock options and non-vested restricted stock awards in prior years. Share-based compensation expense was $13.5 million, $10.5 million, and $13.2 million in 2015, 2014, and 2013, respectively. Future share-based compensation expense for non-vested restricted stock units depends on the future number of awards, fair value of our common shares on the grant date, and the estimated vesting period. Future share-based compensation expense for PSUs is dependent upon the future number of awards, the estimated vesting period, the grant date of the award which may vary from the issuance date, financial results relative to the targets established for each three-year performance period, and potentially other estimates, judgments and assumptions used in arriving at the fair value of PSUs. Future share-based compensation expense related to non-vested restricted stock units and PSUs may vary materially from the currently amortizing awards.

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

We have issued two types of PSUs, which have different structures - those issued to our Chief Executive Officer (“CEO”) in 2013 and those issued to employees in 2014 and 2015. For the PSUs issued to our CEO in 2013, compensation expense was recorded over an estimated vesting period based on the estimated achievement date of the performance criteria. An estimated target achievement date was determined at the time of the award issuance based on performing a Monte Carlo simulation. We monitor the achievement of the share price performance targets for the PSUs issued to our CEO in 2013 at each reporting period and make adjustments to the estimated vesting period, as appropriate. The PSUs issued in 2014 and 2015 were structured to reflect specific shareholder feedback and are based on a three-year financial performance period payable to associates at the end of the third year assuming certain financial performance metrics are achieved. Those financial metrics include earnings per share (“EPS”) and return on invested capital (“ROIC”). Financial performance targets (for both EPS and ROIC) are established by the Compensation Committee of our Board of Directors at the beginning of each fiscal year based on the Company’s approved operating plan. From an accounting perspective, a grant date will be deemed to be established when all financial targets are determined, which occurred in March 2016 and is estimated to occur in March 2017 for the PSUs issued in 2014 and 2015, respectively. Compensation expense for the PSUs issued in 2014 and 2015 will be recorded (1) based on fair value of the award on the grant date and the estimated achievement of financial performance objectives, and (2) on a straight-line basis from the grant date, which may vary from the issuance date, through the vesting date. Accordingly, based on this accounting treatment, there was no expense recognized in fiscal 2014 or 2015, related to the PSUs issued in 2014 and 2015.

At January 30, 2016, PSUs issued and outstanding were as follows:

Issue Year	Outstanding PSUs at January 30, 2016	Expected Valuation Date	Expected Expense Period
2014	379,794	March 2016	Fiscal 2016
2015	273,340	March 2017	Fiscal 2017
Total	653,134

On March 1, 2016, the Compensation Committee of our Board of Directors established the 2016 performance targets, which established the grant date for the PSUs issued in 2014; therefore the fair value of the 2014 awards was established. We will monitor the estimated achievement of the financial performance objectives at each reporting period and will potentially adjust the estimated expense on a cumulative basis.

Compensation expense for non-vested restricted stock awards is recorded over the estimated vesting period based on the estimated achievement date of the performance criteria. An estimated target achievement date was determined at the time of the grant of the award based on historical and forecasted performance of similar measures. We monitor the achievement of the performance targets at each reporting period and make adjustments to the estimated vesting period when our models indicate that the estimated achievement date differs from the date being used to amortize expense. Any change in the estimated vesting date results in a prospective change to the related expense by charging the remaining unamortized expense over the remaining expected vesting period at the date the estimate was changed.

We estimated the fair value of our stock options, granted in prior years, using a binomial model. The binomial model takes into account estimates, assumptions, and judgments about our stock price volatility, our dividend yield rate, the risk-free rate of return, the contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of retirement of the option holder in computing the value of the option.

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Income Taxes

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

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

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

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

Pension

Actuarial valuations are used to calculate the estimated expenses and obligations for our Pension Plan and Supplemental Pension Plan. Inherent in the actuarial valuations are several assumptions including discount rate, expected return on plan assets, and mortality tables. During 2015, our Board of Directors approved amendments to freeze and terminate our Pension Plan and Supplemental Pension Plan. These amendments had a significant impact on how we determine and utilize assumptions in our actuarial valuations. Specifically, our expected return on plan assets was reduced to reflect a revised investment strategy as we prepare to distribute all of the assets in the reasonably near future. The long-term rate of return on assets used to determine net periodic pension cost in 2015 was 5.2%, which was then reduced to 2.8% when determining the projected benefit obligation at January 30, 2016 to reflect the change in investment strategy resulting from our plans to terminate the plans. Additionally, our discount rate was significantly reduced from 3.3% to 1.2%, as the estimated duration of the liability was shortened to one year, as we intend to complete the distribution of assets during 2016. Our projected benefit obligation would have increased given the reduction in both the long-term rate of return on assets and the discount rate, but those factors were offset by the freeze in benefits and elimination of increases in future compensation. Therefore, our projected benefit obligation decreased by $2.8 million from January 31, 2015.

When we receive the necessary regulatory approvals, we will distribute all of the assets of the Pension Plan and fund any required shortfall for both the Pension Plan and the Supplemental Pension Plan. Settlement charges associated with the unrealized actuarial losses will be recognized as distributions are made and this distribution activity may generate approximately $26.4 million in settlement charges. We anticipate distributing the assets during fiscal 2016, but given the needed regulatory approvals, the process may not be completed until fiscal 2017; therefore, a portion of the settlement charges may not occur until fiscal 2017.

36

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 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. A 10% change in our self-insured liabilities at January 30, 2016 would have affected selling and administrative expenses, operating profit, and income from continuing operations before income taxes by approximately $7 million.

General liability and workers’ compensation liabilities are recorded at our estimate of their net present value, using a 4.0% discount rate, while other liabilities for insurance reserves are not discounted. A 1.0% change in the discount rate on these liabilities would have affected selling and administrative expenses, operating profit, and income from continuing operations before income taxes by approximately $2.2 million.

Lease Accounting

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

Commitments

For a discussion on certain of our commitments, refer to note 3, note 5, note 10, note 12, and note 13 to the accompanying consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk from exposure to changes in interest rates on investments and on borrowings under the 2011 Credit Agreement that we make from time to time. We had borrowings of $62.3 million under the 2011 Credit Agreement at January 30, 2016. An increase of 1.0% in our variable interest rate on our investments and expected future borrowings would not have a material effect on our financial condition, results of operations, or liquidity.

We are subject to market risk from exposure to changes in our derivative instruments, associated with diesel fuel. At January 30, 2016, we had outstanding derivative instruments, in the form of collars, covering 8,175,000 gallons of diesel fuel. The below table provides further detail related to our current derivative instruments, associated with diesel fuel.

Calendar Year of Maturity	Diesel Fuel Derivatives		Fair Value
	Puts	Calls	Asset (Liability)
	(Gallons, in thousands)		(In thousands)
2016	3,750	3,750	$	(2,721	)
2017	3,225	3,225	(1,545		)
2018	1,200	1,200	(399		)
Total	8,175	8,175	$	(4,665	)

Additionally, at January 30, 2016, a 1% difference in the forward curve for diesel fuel prices would affect unrealized gains (losses) in other income (expense) by approximately $0.2 million.

37

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Columbus, Ohio

We have audited the internal control over financial reporting of Big Lots, Inc. and subsidiaries (the "Company") as of January 30, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 30, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended January 30, 2016 of the Company and our report dated March 29, 2016 expressed an unqualified opinion on those consolidated financial statements.

/s/ DELOITTE & TOUCHE LLP

Dayton, Ohio

March 29, 2016

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Columbus, Ohio

We have audited the accompanying consolidated balance sheets of Big Lots, Inc. and subsidiaries (the "Company") as of January 30, 2016 and January 31, 2015, and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended January 30, 2016. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Big Lots, Inc. and subsidiaries at January 30, 2016 and January 31, 2015, and the results of their operations and their cash flows for each of the three years in the period ended January 30, 2016, 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), the Company's internal control over financial reporting as of January 30, 2016, based on the 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, 2016 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Dayton, Ohio

March 29, 2016

39

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

	2015			2014			2013
Net sales	$	5,190,582		$	5,177,078		$	5,124,755
Cost of sales (exclusive of depreciation expense shown separately below)	3,123,396			3,133,124			3,117,386
Gross margin	2,067,186			2,043,954			2,007,369
Selling and administrative expenses	1,708,717			1,699,764			1,664,031
Depreciation expense	122,737			119,702			113,228
Operating profit	235,732			224,488			230,110
Interest expense	(3,683		)	(2,588		)	(3,293		)
Other income (expense)	(5,199		)	—			(12		)
Income from continuing operations before income taxes	226,850			221,900			226,805
Income tax expense	83,842			85,239			85,515
Income from continuing operations	143,008			136,661			141,290
Loss from discontinued operations, net of tax (expense) benefit of $(135), $13,852, and $24,046, respectively	(135		)	(22,385		)	(15,995		)
Net income	$	142,873		$	114,276		$	125,295
Earnings per common share - basic
Continuing operations	$	2.83		$	2.49		$	2.46
Discontinued operations	—			(0.41		)	(0.28		)
	$	2.83		$	2.08		$	2.18
Earnings per common share - diluted
Continuing operations	$	2.81		$	2.46		$	2.44
Discontinued operations	—			(0.40		)	(0.28		)
	$	2.80		$	2.06		$	2.16
Cash dividends declared per common share	$	0.76		$	0.51		$	—

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

40

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

	2015			2014			2013
Net income	$	142,873		$	114,276		$	125,295
Other comprehensive income (loss):
Foreign currency translation	—			5,022			(3,589		)
Amortization of pension, net of tax benefit of $(702), $(579), and $(665), respectively	1,119			884			1,005
Valuation adjustment of pension, net of tax expense (benefit) of $1,530, $4,613, and $(1,589), respectively	(2,440		)	(7,051		)	2,403
Total other comprehensive loss	(1,321		)	(1,145		)	(181		)
Comprehensive income	$	141,552		$	113,131		$	125,114

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

41

BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

(In thousands, except par value)

	January 30, 2016			January 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	54,144		$	52,261
Inventories	849,982			851,669
Other current assets	90,306			95,345
Total current assets	994,432			999,275
Property and equipment - net	559,924			550,555
Deferred income taxes	47,739			46,293
Other assets	38,275			39,768
Total assets	$	1,640,370		$	1,635,891
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	382,277		$	358,932
Property, payroll, and other taxes	76,568			76,924
Accrued operating expenses	81,756			62,955
Insurance reserves	40,661			38,824
Accrued salaries and wages	72,250			47,878
Income taxes payable	24,936			2,316
Total current liabilities	678,448			587,829
Long-term obligations	62,300			62,100
Deferred rent	59,454			65,930
Insurance reserves	58,359			55,606
Unrecognized tax benefits	17,789			17,888
Other liabilities	43,550			56,988
Shareholders’ equity:
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued	—			—
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 49,101 shares and 52,912 shares, respectively	1,175			1,175
Treasury shares - 68,394 shares and 64,583 shares, respectively, at cost	(2,063,091		)	(1,878,523		)
Additional paid-in capital	588,124			574,454
Retained earnings	2,210,239			2,107,100
Accumulated other comprehensive loss	(15,977		)	(14,656		)
Total shareholders' equity	720,470			789,550
Total liabilities and shareholders' equity	$	1,640,370		$	1,635,891

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

42

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

	Common				Treasury					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss
	Shares		Amount		Shares		Amount												Total
Balance - February 2, 2013	57,269		$	1,175	60,226		$	(1,677,610	)	$	551,845		$	1,896,062		$	(13,330	)	$	758,142
Comprehensive income	—		—		—		—			—			125,295			(181		)	125,114
Purchases of common shares	(6	)	—		6		(214		)	—			—			—			(214		)
Exercise of stock options	214		—		(214	)	5,949			(1,065		)	—			—			4,884
Restricted shares vested	65		—		(65	)	1,805			(1,805		)	—			—			—
Tax benefit from share-based awards	—		—		—		—			123			—			—			123
Share activity related to deferred compensation plan	6		—		(6	)	29			166			—			—			195
Share-based employee compensation expense	—		—		—		—			13,183			—			—			13,183
Balance - February 1, 2014	57,548		1,175		59,947		(1,670,041		)	562,447			2,021,357			(13,511		)	901,427
Comprehensive income	—		—		—		—			—			114,276			(1,145		)	113,131
Dividends declared ($0.51 per share)	—		—		—		—			—			(28,533		)	—			(28,533		)
Purchases of common shares	(6,122	)	—		6,122		(250,671		)	—			—			—			(250,671		)
Exercise of stock options	1,389		—		(1,389	)	39,440			3,166			—			—			42,606
Restricted shares vested	70		—		(70	)	1,995			(1,995		)	—			—			—
Performance shares vested	25		—		(25	)	716			(716		)	—			—			—
Tax benefit from share-based awards	—		—		—		—			994			—			—			994
Share activity related to deferred compensation plan	2		—		(2	)	38			24			—			—			62
Share-based employee compensation expense	—		—		—		—			10,534			—			—			10,534
Balance - January 31, 2015	52,912		1,175		64,583		(1,878,523		)	574,454			2,107,100			(14,656		)	789,550
Comprehensive income	—		—		—		—			—			142,873			(1,321		)	141,552
Dividends declared ($0.76 per share)	—		—		—		—			—			(39,734		)	—			(39,734		)
Purchases of common shares	(4,403	)	—		4,403		(201,867		)	—			—			—			(201,867		)
Exercise of stock options	450		—		(450	)	13,149			3,134			—			—			16,283
Restricted shares vested	128		—		(128	)	3,747			(3,747		)	—			—			—
Performance shares vested	—		—		—		—			—			—			—			—
Tax benefit from share-based awards	—		—		—		—			687			—			—			687
Share activity related to deferred compensation plan	1		—		(1	)	19			4			—			—			23
Other	13		—		(13	)	384			113			—			—			497
Share-based employee compensation expense	—		—		—		—			13,479			—			—			13,479
Balance - January 30, 2016	49,101		$	1,175	68,394		$	(2,063,091	)	$	588,124		$	2,210,239		$	(15,977	)	$	720,470

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

43

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

	2015			2014			2013
Operating activities:
Net income	$	142,873		$	114,276		$	125,295
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	108,054			105,849			102,196
Deferred income taxes	(617		)	22,628			(32,138		)
Non-cash share-based compensation expense	13,479			10,534			13,183
Excess tax benefit from share-based awards	(1,330		)	(3,776		)	(123		)
Non-cash impairment charge	386			3,532			21,091
Loss (gain) on disposition of property and equipment	1,464			2,759			(3,036		)
Unrealized loss on fuel derivatives	4,665			—			—
Pension expense, net of contributions	(5,312		)	4,190			3,378
Change in assets and liabilities, excluding effects of foreign currency adjustments:
Inventories	1,687			63,336			1,385
Accounts payable	23,345			(6,864		)	(27,468		)
Current income taxes	29,305			(21,549		)	(28,538		)
Other current assets	(12,189		)	3,181			420
Other current liabilities	22,282			20,718			4,350
Other assets	3,806			3,206			10,300
Other liabilities	10,454			(3,458		)	8,039
Net cash provided by operating activities	342,352			318,562			198,334
Investing activities:
Capital expenditures	(125,989		)	(93,460		)	(104,786		)
Cash proceeds from sale of property and equipment	12,773			2,783			7,260
Other	23			(72		)	31
Net cash used in investing activities	(113,193		)	(90,749		)	(97,495		)
Financing activities:
Net proceeds from (repayments of) borrowings under bank credit facility	200			(14,900		)	(94,200		)
Payment of capital lease obligations	(4,433		)	(2,365		)	(1,089		)
Dividends paid	(38,530		)	(27,828		)	—
Proceeds from the exercise of stock options	16,283			42,606			4,884
Excess tax benefit from share-based awards	1,330			3,776			123
Payment for treasury shares acquired	(201,867		)	(250,671		)	(214		)
Deferred bank credit facility fees paid	(779		)	—			(895		)
Other	520			62			195
Net cash used in financing activities	(227,276		)	(249,320		)	(91,196		)
Impact of foreign currency on cash	—			5,139			(1,595		)
Increase (decrease) in cash and cash equivalents	1,883			(16,368		)	8,048
Cash and cash equivalents:
Beginning of year	52,261			68,629			60,581
End of year	$	54,144		$	52,261		$	68,629

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

44

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

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

Description of Business

We are a unique, non-traditional, discount retailer in the United States of America (“U.S.”).  At January 30, 2016, we operated 1,449 stores in 47 states. We intend to achieve our goal of exceeding our core customer’s expectations by offering a product assortment of value-priced merchandise that is meaningful to our core customer, combined with the quality and ease of the shopping experience. Our value-priced merchandise is sourced through both traditional and close-out channels.

Basis of Presentation

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

Management Estimates

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

Fiscal Periods

Our fiscal year ends on the Saturday nearest to January 31, which results in fiscal years consisting of 52 or 53 weeks.  Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.  Fiscal year 2015 (“2015”) was comprised of the 52 weeks that began on February 1, 2015 and ended on January 30, 2016.  Fiscal year 2014 (“2014”) was comprised of the 52 weeks that began on February 2, 2014 and ended on January 31, 2015.  Fiscal year 2013 (“2013”) was comprised of the 52 weeks that began on February 3, 2013 and ended on February 1, 2014.

Segment Reporting

We manage our business based on one segment, discount retailing. All of our stores are located in the U.S.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of amounts on deposit with financial institutions, outstanding checks, credit and debit card receivables, and highly liquid investments, including money market funds, which are unrestricted to withdrawal or use and which have an original maturity of three months or less. We review cash and cash equivalent balances on a bank by bank basis in order to identify book overdrafts. Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a given bank. We reclassify book overdrafts, if any, to accounts payable on our consolidated balance sheets. Amounts due from banks for credit and debit card transactions are typically settled in less than five days, and at January 30, 2016 and January 31, 2015, totaled $28.3 million and $26.6 million, respectively.

Investments

Investment securities are classified as available-for-sale, held-to-maturity, or trading at the date of purchase. Investments are recorded at fair value as either current assets or non-current assets based on the stated maturity or our plans to either hold or sell the investment. Unrealized holding gains and losses on trading securities are recognized in earnings. Unrealized holding gains and losses on available-for-sale securities are recognized in other comprehensive income, until realized. We did not own any held-to-maturity or available-for-sale securities as of January 30, 2016 and January 31, 2015.

45

Merchandise Inventories

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

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

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

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

Payments Received from Vendors

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

Store Supplies

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

Property and Equipment - Net

Depreciation and amortization expense of property and equipment are recorded on a straight‑line basis using estimated service lives. The estimated service lives of our depreciable property and equipment by major asset category were as follows:

Land improvements	15 years
Buildings	40 years
Leasehold improvements	5 years
Store fixtures and equipment	5 - 7 years
Distribution and transportation fixtures and equipment	5 - 15 years
Office and computer equipment	5 years
Computer software costs	5 - 8 years
Company vehicles	3 years

46

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

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

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

Long-Lived Assets

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

Closed Store Accounting

We recognize an obligation for the fair value of lease termination costs when we cease using the leased property in our operations. In measuring fair value of these lease termination obligations, we consider the remaining minimum lease payments, estimated sublease rentals that could be reasonably obtained, and other potentially mitigating factors. We discount the estimated obligation using the applicable credit adjusted interest rate, which results in accretion expense in periods subsequent to the period of initial measurement. We monitor the estimated obligation for lease termination liabilities in subsequent periods and revise our estimated liabilities, if necessary. Severance and benefits associated with terminating employees from employment are recognized ratably from the communication date through the estimated future service period, unless the estimated future service period is less than 60 days, in which case we recognize the impact at the communication date. Generally all other store closing costs are recognized when incurred.

Income Taxes

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

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

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

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

Pension

Pension assumptions are evaluated each year. Actuarial valuations are used to calculate the estimated expenses and obligations related to our pension plans. We review external data and historical trends to help determine the discount rate and expected long-term rate of return. Our objective in selecting a discount rate is to identify the best estimate of the rate at which the benefit obligations would be settled on the measurement date. In making this estimate, we review rates of return on high-quality, fixed-income investments available at the measurement date and expected to be available during the period to maturity of the benefits. This process includes a review of the bonds available on the measurement date with a quality rating of Aa or better. The expected long-term rate of return on assets is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations), and correlations of returns among the asset classes that comprise the plan’s asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumption for the expected long-term rate of return is primarily based on our expectation of a long-term, prospective rate of return. Our prospective expectations on long-term rate of return and discount rate were noticeably affected by the amendments to terminate our pension plans, as further discussed in note 8.

Insurance and Insurance-Related Reserves

We are self-insured for certain losses relating to property, general liability, workers’ compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is paid by employees. We purchase stop-loss coverage to limit significant exposure in these areas. Accrued insurance-related liabilities and related expenses are based on actual claims filed and estimates of claims incurred but not reported. The estimated accruals are determined by applying actuarially-based calculations. General liability and workers’ compensation liabilities are recorded at our estimate of their net present value, using a 4% discount rate, while other liabilities for insurance-related reserves are not discounted.

Fair Value of Financial Instruments

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

Level 1, defined as observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2, defined as observable inputs other than Level 1 inputs. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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

Commitments and Contingencies

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

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Revenue Recognition

We recognize sales at the time the customer takes possession of the merchandise. Sales are recorded net of discounts and estimated returns and exclude any sales tax. The reserve for merchandise returns is estimated based on our prior return experience.

We sell gift cards in our stores and issue merchandise credits, typically as a result of customer returns, on stored value cards. We do not charge administrative fees on unused gift card or merchandise credit balances and our gift cards and merchandise credits do not expire. We recognize sales revenue related to gift cards and merchandise credits when (1) the gift card or merchandise credit is redeemed in a sales transaction by the customer or (2) breakage occurs. We recognize gift card and merchandise credit breakage when we estimate that the likelihood of the card or credit being redeemed by the customer is remote and we determine that we do not have a legal obligation to remit the value of unredeemed cards or credits to the relevant regulatory authority. We estimate breakage based upon historical redemption patterns. For 2015, 2014, and 2013, we recognized in net sales on our consolidated statements of operations breakage of $0.4 million, $0.2 million, and $0.2 million, respectively, related to unredeemed gift card and merchandise credit balances that had aged at least four years beyond the end of their original issuance month. The liability for the unredeemed cash value of gift cards and merchandise credits is recorded in accrued operating expenses.

We offer price hold contracts on merchandise. Revenue for price hold contracts is recognized when the customer makes the final payment and takes possession of the merchandise. Amounts paid by customers under price hold contracts are recorded in accrued operating expenses until a sale is consummated.

Cost of Sales

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

Selling and Administrative Expenses

Selling and administrative expenses include store expenses (such as payroll and occupancy costs) and costs related to warehousing, distribution, outbound transportation to our stores, advertising, purchasing, insurance, non-income taxes, and overhead. Selling and administrative expense rates may not be comparable to those of other retailers that include warehousing, distribution, and outbound transportation costs in cost of sales. Distribution and outbound transportation costs included in selling and administrative expenses were $159.4 million, $161.1 million, and $158.9 million for 2015, 2014, and 2013, respectively.

Rent Expense

Rent expense is recognized over the term of the lease and is included in selling and administrative expenses. We recognize minimum rent starting when possession of the property is taken from the landlord, which normally includes a construction or set-up period prior to store opening. When a lease contains a predetermined fixed escalation of the minimum rent, we recognize the related rent expense on a straight-line basis and record the difference between the recognized rental expense and the amounts payable under the lease as deferred rent. We also receive tenant allowances, which are recorded in deferred incentive rent and are amortized as a reduction to rent expense over the term of the lease.

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

Certain of our leases provide for contingent rents that are not measurable at the lease inception date. Contingent rent includes rent based on a percentage of sales that are in excess of a predetermined level. Contingent rent is excluded from minimum rent but is included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable.

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Advertising Expense

Advertising costs, which are expensed as incurred, consist primarily of television and print advertising, internet and social media marketing and advertising, and in-store point-of-purchase presentations. Advertising expenses are included in selling and administrative expenses. Advertising expenses were $91.5 million, $97.5 million, and $97.9 million for 2015, 2014, and 2013, respectively.

Store Pre-opening Costs

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

Share-Based Compensation

Share-based compensation expense is recognized in selling and administrative expense in our consolidated statements of operations for all awards that we expect to vest. We estimate forfeitures based on historical information.

Non-vested Restricted Stock Awards

Compensation expense for our performance-based non-vested restricted stock awards is recorded based on fair value of the award on the grant date and the estimated achievement date of the performance criteria. An estimated target achievement date is determined at the time of the award grant based on historical and forecasted performance of similar measures. We monitor the projected achievement of the performance targets at each reporting period and make prospective adjustments to the estimated vesting period when our internal models indicate that the estimated achievement date differs from the date being used to amortize expense.

Non-vested Restricted Stock Units

We expense our non-vested restricted stock units with graded vesting as a single award with an average estimated life over the entire term of the award. The expense for the non-vested restricted stock units is recorded on a straight-line basis over the vesting period.

Performance Share Units

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

CEO Performance Share Units

For the PSUs granted to our CEO during 2013, compensation expense is recorded based on fair value of the award on the grant date and the estimated achievement date of the performance criteria. An estimated target achievement date for each tranche of the award was determined at the time of the award grant based on a Monte Carlo simulation.

Stock Options

We value and expense stock options with graded vesting as a single award with an average estimated life over the entire term of the award. The expense for options with graded vesting is recorded on a straight-line basis over the vesting period. Historically, we estimated the fair value of stock options using a binomial model. The binomial model takes into account variables such as volatility, dividend yield rate, risk-free rate, contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of retirement of the option holder in computing the value of the option. Expected volatility was based on historical implied volatilities from traded options on our common shares. The dividend yield on our common shares was assumed to be zero, since we had not paid dividends at the time of our most recent stock option grants in 2013, nor did we have intentions of doing so at that time. The risk-free rate was based on U.S. Treasury security yields at the time of the grant. The expected life was determined from the binomial model, which incorporates exercise and post-vesting forfeiture assumptions based on analysis of historical data.

Earnings per Share

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

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Derivative Instruments

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

Other Comprehensive Income

Our other comprehensive income includes the impact of the amortization of our pension actuarial loss, net of tax, the revaluation of our pension actuarial loss, net of tax, and the impact of foreign currency translation.

Supplemental Cash Flow Disclosures

The following table provides supplemental cash flow information for 2015, 2014, and 2013:

(In thousands)	2015			2014			2013
Supplemental disclosure of cash flow information:
Cash paid for interest, including capital leases	$	3,204		$	1,921		$	2,687
Cash paid for income taxes, excluding impact of refunds	$	56,158		$	69,919		$	122,672
Gross proceeds from borrowings under the bank credit facility	$	1,588,200		$	1,550,900		$	1,330,100
Gross payments of borrowings under the bank credit facility	$	1,588,000		$	1,565,800		$	1,424,300
Non-cash activity:
Assets acquired under capital leases	$	10,180		$	20,982		$	—
Accrued property and equipment	$	9,808		$	10,974		$	5,296
Cash flows from discontinued operations:
Net cash (used in) provided by operating activities, discontinued operations	$	(2,846	)	$	(48,339	)	$	22,312
Net cash provided by (used in) investing activities, discontinued operations	$	—		$	522		$	(5,640	)

Reclassifications

Merchandise Categories

In the first quarter of 2015, we realigned select merchandise categories to be consistent with the changes in our merchandising team and our management reporting. Specifically, we reclassified our home décor and frames departments from our former Furniture & Home Décor category to our Soft Home category. Subsequently, we changed the name of our Furniture & Home Décor category to Furniture. In order to provide comparative information, we have reclassified our net sales by merchandise category into this revised alignment for all periods presented in note 15 to the consolidated financial statements.

We periodically assess, and make minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

Deferred Taxes

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes. This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a balance sheet. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We have early adopted this guidance as of January 30, 2016 and have applied the requirements retrospectively. The adoption of this guidance resulted in the reclassification of $39.2 million from current deferred income tax assets to noncurrent deferred income tax assets on the consolidated balance sheet as of January 31, 2015. The adoption of this guidance did not have any impact on our consolidated statements of operations or cash flows.

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Recent Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. The pronouncement was originally set to be effective for annual and interim reporting periods beginning after December 15, 2016. In July 2015, the FASB approved a one-year deferral of the effective date from December 15, 2016 to December 15, 2017, but will allow for early adoption as of December 15, 2016. This ASU permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the impact this guidance will have on our consolidated financial statements as well as the expected adoption method.

In February 2016, the FASB issued ASU 2016-02, Leases. The update requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

Subsequent Events

We have evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, we are not aware of any events or transactions (other than those disclosed in notes 10 and 17) that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in our consolidated financial statements.

NOTE 2 – PROPERTY AND EQUIPMENT - NET

Property and equipment - net consist of:

(In thousands)	January 30, 2016		January 31, 2015
Land and land improvements	$	51,523	$	51,044
Buildings and leasehold improvements	840,931		838,663
Fixtures and equipment	737,169		723,723
Computer software costs	132,101		129,994
Construction-in-progress	30,974		17,632
Property and equipment - cost	1,792,698		1,761,056
Less accumulated depreciation and amortization	1,232,774		1,210,501
Property and equipment - net	$	559,924	$	550,555

Property and equipment - cost includes $31.5 million and $24.3 million at January 30, 2016 and January 31, 2015, respectively, to recognize assets from capital leases. Accumulated depreciation and amortization includes $6.2 million and $4.4 million at January 30, 2016 and January 31, 2015, respectively, related to capital leases.

During 2015, 2014, and 2013, respectively, we invested $126.0 million, $93.5 million, and $104.8 million of cash in capital expenditures and we recorded $122.7 million, $119.7 million, and $113.2 million of depreciation expense.

We incurred $0.4 million, $3.5 million, and $7.8 million in asset impairment charges in 2015, 2014, and 2013, respectively. During 2015, we wrote down the value of long-lived assets at two stores identified as part of our annual store impairment review. The charges in 2014 were primarily related to our corporate aircraft, as we made the decision to no longer own and operate corporate aircraft and entered into sales agreements for both our corporate aircraft. Additionally, we wrote down the value of long-lived assets at three stores identified as part of our annual store impairment review. The total charges in 2013 principally related to the write-down of long-lived assets related to our former Canadian operations. With no expected future cash flows from our former Canadian operations beyond the first quarter of 2014, we impaired our property and equipment to its estimated salvage value at February 1, 2014, which resulted in an impairment charge of $6.5 million, which has been included in results from discontinued operations. The remaining charges in 2013 related to our continuing operations, which principally consisted of the write-down of long-lived assets at seven stores identified as part of our annual store impairment review.

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

NOTE 3 – BANK CREDIT FACILITY

On July 22, 2011, we entered into a $700 million five-year unsecured credit facility, which was first amended on May 30, 2013. On May 28, 2015, we entered into a second amendment of the credit facility that, among other things, extended its term to May 30, 2020 (as amended, the “2011 Credit Agreement”). In connection with our original entry into the 2011 Credit Agreement, we paid bank fees and other expenses in the aggregate amount of $3.0 million, which are being amortized over the term of the agreement. In connection with the 2015 amendment of the 2011 Credit Agreement, we paid additional bank fees and other expenses in the aggregate amount of $0.8 million, which are being amortized over the term of the amended agreement.

Borrowings under the 2011 Credit Agreement are available for general corporate purposes and working capital.  The 2011 Credit Agreement includes a $30 million swing loan sublimit and a $150 million letter of credit sublimit.  The interest rates, pricing and fees under the 2011 Credit Agreement fluctuate based on our debt rating.  The 2011 Credit Agreement allows us to select our interest rate for each borrowing from multiple interest rate options.  The interest rate options are generally derived from the prime rate or LIBOR.  We may prepay revolving loans made under the 2011 Credit Agreement.  The 2011 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios – a leverage ratio and a fixed charge coverage ratio.  A violation of any of the covenants could result in a default under the 2011 Credit Agreement that would permit the lenders to restrict our ability to further access the 2011 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2011 Credit Agreement. At January 30, 2016, we had $62.3 million of borrowings outstanding under the 2011 Credit Agreement and $3.2 million was committed to outstanding letters of credit, leaving $634.5 million available under the 2011 Credit Agreement.  

NOTE 4 – FAIR VALUE MEASUREMENTS

In connection with our nonqualified deferred compensation plan, we had mutual fund investments of $17.3 million and $16.9 million at January 30, 2016 and January 31, 2015, respectively, which were recorded in other assets. These investments were classified as trading securities and were recorded at their fair value. The fair values of mutual fund investments were Level 1 valuations under the fair value hierarchy because each fund’s quoted market value per share was available in an active market.

The fair values of our long-term obligations under our bank credit facility are estimated based on the quoted market prices for the same or similar issues and the current interest rates offered for similar instruments. These fair value measurements are classified as Level 2 within the fair value hierarchy. Given the variable rate features and relatively short maturity of the instruments underlying our long-term obligations, the carrying value of these instruments approximates the fair value.

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NOTE 5 – LEASES

Leased property consisted primarily of 1,394 of our retail stores and certain transportation, information technology and other office equipment. Many of the store leases obligate us to pay for our applicable portion of real estate taxes, CAM, and property insurance. Certain store leases provide for contingent rents, have rent escalations, and have tenant allowances or other lease incentives. Many of our leases contain provisions for options to renew or extend the original term for additional periods.

Total rent expense, including real estate taxes, CAM, and property insurance, charged to continuing operations for operating leases consisted of the following:

(In thousands)	2015		2014		2013
Minimum rents	$	314,605	$	314,276	$	309,935
Contingent rents	637		312		308
Total rent expense	$	315,242	$	314,588	$	310,243

Future minimum rental commitments for leases, excluding closed store leases, real estate taxes, CAM, and property insurance, at January 30, 2016, were as follows:

Fiscal Year	(In thousands)
2016	$	249,556
2017	208,306
2018	172,415
2019	127,254
2020	85,260
Thereafter	93,899
Total leases	$	936,690

We have obligations for capital leases primarily for store asset protection equipment and office equipment, included in accrued operating expenses and other liabilities on our consolidated balance sheet. Scheduled payments for all capital leases at January 30, 2016, were as follows:

Fiscal Year	(In thousands)
2016	$	5,956
2017	5,235
2018	4,532
2019	4,532
2020	4,532
Thereafter	3,886
Total lease payments	$	28,673
Less amount to discount to present value	(3,293		)
Capital lease obligation per balance sheet	$	25,380

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NOTE 6 – SHAREHOLDERS’ EQUITY

Earnings per Share

There were no adjustments required to be made to weighted-average common shares outstanding for purposes of computing basic and diluted earnings per share and there were no securities outstanding in any year presented, which were excluded from the computation of earnings per share other than antidilutive stock options, restricted stock awards, and restricted stock units. Stock options outstanding that were excluded from the diluted share calculation because their impact was antidilutive at the end of 2015, 2014, and 2013 were as follows:

(In millions)	2015	2014	2013
Antidilutive stock options excluded from dilutive share calculation	0.1	1.1	2.8

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

A reconciliation of the number of weighted-average common shares outstanding used in the basic and diluted earnings per share computations is as follows:

(In thousands)	2015	2014	2013
Weighted-average common shares outstanding:
Basic	50,517	54,935	57,415
Dilutive effect of share-based awards	447	617	543
Diluted	50,964	55,552	57,958

Share Repurchase Programs

On March 4, 2015, our Board of Directors authorized a share repurchase program providing for the repurchase of $200 million of our common shares (“2015 Repurchase Program”). The 2015 Repurchase Program was exhausted during the second quarter of 2015. During 2015, we acquired approximately 4.4 million of our outstanding common shares for $200 million under the 2015 Repurchase Program.

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

Dividends

The Company declared and paid cash dividends per common share during the periods presented as follows:

	Dividends Per Share		Amount Declared		Amount Paid
2014:			(in thousands)		(in thousands)
Second quarter	$	0.17	$	9,585	$	9,366
Third quarter	0.17		9,718		9,457
Fourth quarter	0.17		9,230		9,005
Total	$	0.51	$	28,533	$	27,828
2015:			(in thousands)		(in thousands)
First quarter	$	0.19	$	10,479	$	10,197
Second quarter	0.19		10,069		9,734
Third quarter	0.19		9,549		9,267
Fourth quarter	0.19		9,637		9,332
Total	$	0.76	$	39,734	$	38,530

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The amount of dividends declared may vary from the amount of dividends paid in a period based on certain instruments with restrictions on payment, including restricted stock awards, restricted stock units, and PSUs. The payment of future dividends will be at the discretion of our Board of Directors and will depend on our financial conditions, results of operations, capital requirements, compliance with applicable laws and agreements and any other factors deemed relevant by our Board of Directors.

NOTE 7 – SHARE-BASED PLANS

Our shareholders approved the Big Lots 2012 Long-Term Incentive Plan (“2012 LTIP”) in May 2012. The 2012 LTIP authorizes the issuance of incentive and nonqualified stock options, restricted stock, restricted stock units, deferred stock awards, PSUs, stock appreciation rights, cash-based awards, and other share-based awards. We have issued nonqualified stock options, restricted stock, restricted stock units, and PSUs under the 2012 LTIP. The number of common shares available for issuance under the 2012 LTIP consists of an initial allocation of 7,750,000 common shares plus any common shares subject to the 4,702,362 outstanding awards as of March 15, 2012 under the Big Lots 2005 Long-Term Incentive Plan (“2005 LTIP”) that, on or after March 15, 2012, cease for any reason to be subject to such awards (other than by reason of exercise or settlement). The Compensation Committee of our Board of Directors (“Committee”), which is charged with administering the 2012 LTIP, has the authority to determine the terms of each award. Nonqualified stock options granted to employees under the 2012 LTIP, the exercise price of which may not be less than the fair market value of the underlying common shares on the grant date, generally expire on the earlier of: (1) the seven year term set by the Committee; or (2) one year following termination of employment, death, or disability. The nonqualified stock options generally vest ratably over a four-year period; however, upon a change in control, all awards outstanding automatically vest.

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

We previously maintained the Big Lots Director Stock Option Plan (“Director Stock Option Plan”) for non-employee directors. The Director Stock Option Plan was terminated on May 30, 2008. The Director Stock Option Plan was administered by the Committee pursuant to an established formula. Neither the Board of Directors nor the Committee exercised any discretion in administration of the Director Stock Option Plan. Grants were made annually at an exercise price equal to the fair market value of the underlying common shares on the date of grant. The annual grants to each non-employee director of an option to acquire 10,000 of our common shares became fully exercisable over a three‑year period: 20% of the shares on the first anniversary, 60% on the second anniversary, and 100% on the third anniversary. Stock options granted to non-employee directors expire on the earlier of: (1) 10 years plus one month; (2) one year following death or disability; or (3) at the end of our next trading window one year following termination. In connection with the amendment to the 2005 LTIP in May 2008, our Board of Directors amended the Director Stock Option Plan so that no additional awards may be made under that plan. Our non-employee directors did not receive any stock options in 2015, 2014, and 2013, but did, as discussed below, receive restricted stock awards under the 2012 and 2005 LTIPs.

Share-based compensation expense was $13.5 million, $10.5 million and $13.2 million in 2015, 2014, and 2013, respectively. We historically used a binomial model to estimate the fair value of stock options on the grant date. The binomial model takes into account variables such as volatility, dividend yield rate, risk-free rate, contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of retirement of the option holder in computing the value of the option. Expected volatility is based on historical and current implied volatilities from traded options on our common shares. The dividend yield on our common shares was assumed to be zero since we had not paid dividends, nor did we have any plans to do so at the time of those grants. The risk-free rate was based on U.S. Treasury security yields at the time of the grant. The expected life was determined from the binomial model, which incorporates exercise and post-vesting forfeiture assumptions based on analysis of historical data.

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Non-vested Restricted Stock

The following table summarizes the non-vested restricted stock awards and restricted stock units activity for fiscal years 2013, 2014, and 2015:

	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at February 2, 2013	783,609		$	42.25
Granted	458,576		35.53
Vested	(64,784	)	37.79
Forfeited	(513,300	)	41.86
Outstanding non-vested restricted stock at February 1, 2014	664,101		$	38.34
Granted	317,641		37.81
Vested	(70,155	)	34.54
Forfeited	(166,782	)	39.87
Outstanding non-vested restricted stock at January 31, 2015	744,805		$	38.13
Granted	217,767		49.00
Vested	(128,140	)	38.42
Forfeited	(49,283	)	40.28
Outstanding non-vested restricted stock at January 30, 2016	785,149		$	40.96

The non-vested restricted stock units granted in 2014 and 2015 generally vest, and are expensed, on a ratable basis over three years from the grant date of the award, if certain threshold financial performance objectives are achieved and the grantee remains employed by us through the vesting dates.

The non-vested restricted stock awards granted to employees in prior years vest if certain financial performance objectives are achieved. If we meet a threshold financial performance objective and the grantee remains employed by us, the restricted stock will vest on the opening of our first trading window five years after the grant date of the award. If we meet a higher financial performance objective and the grantee remains employed by us, the restricted stock will vest on the first trading day after we file our Annual Report on Form 10-K with the SEC for the fiscal year in which the higher objective is met.

As of January 30, 2016, we estimated a five-year period for vesting, and therefore expensing, of all non-vested restricted stock awards granted in prior years, as we do not anticipate achieving the higher financial performance objective for any outstanding restricted stock awards.

Performance Share Units

In 2013, in connection with his appointment as CEO and President, Mr. Campisi was awarded 37,800 PSUs, which vest based on the achievement of share price performance goals, that had a weighted average grant-date fair value per share of $34.68. The PSUs have a contractual term of seven years. In 2014, Mr. Campisi’s first two tranches for a total of 25,200 PSUs vested. If the performance goals applicable to the PSUs are not achieved prior to expiration, the awards will be forfeited. A total of 12,600 PSUs remain unvested and outstanding at January 30, 2016.

In 2014 and 2015, we issued, net of forfeitures, 433,350 and 219,784 PSUs, respectively, to certain members of management, which vest if certain financial performance objectives are achieved over a three-year performance period and the grantee remains employed by us during that period. At January 30, 2016, 653,134 nonvested PSUs, excluding the awards granted to Mr. Campisi at his appointment as CEO and President, were outstanding in the aggregate. The financial performance objectives for each fiscal year within the three-year performance period are approved by the Compensation Committee of our Board of Directors during the first quarter of the respective fiscal year.

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As a result of the process used to establish the financial performance objectives, we will only meet the requirements of establishing a grant date for the PSUs when we communicate the financial performance objectives for the third fiscal year of the award to the award recipients, which will then trigger the service inception date, the fair value of the awards, and the associated expense recognition period. Therefore, we have recognized no expense for these issued PSUs in 2014 and 2015. If we meet the applicable threshold financial performance objectives over the three-year performance period and the grantee remains employed by us through the end of the performance period, the PSUs will vest on the first trading day after we file our Annual Report on Form 10-K for the last fiscal year in the performance period.

We expect to begin recognizing expense related to PSUs as follows:

Issue Year	Outstanding PSUs at January 30, 2016	Expected Valuation Date	Expected Expense Period
2014	379,794	March 2016	Fiscal 2016
2015	273,340	March 2017	Fiscal 2017
Total	653,134

Board of Directors' Awards

In 2015, 2014, and 2013, we granted to each non-employee member of our Board of Directors a restricted stock award. In 2015, each had a fair value on the grant date of approximately $110,000. These awards vest on the earlier of (1) the trading day immediately preceding the next annual meeting of our shareholders or (2) the death or disability of the grantee. However, the restricted stock award will not vest if the non-employee director ceases to serve on our Board of Directors before either vesting event occurs.

Stock Options

The weighted-average fair value of stock options granted and assumptions used in the stock option pricing model for each of the respective periods were as follows:

	2013
Weighted-average fair value of stock options granted	$	12.08
Risk-free interest rates	0.8		%
Expected life (years)	4.2
Expected volatility	41.9		%
Expected annual forfeiture rate	3.0		%

During 2014 and 2015, we granted no stock options.

The following table summarizes information about our stock options outstanding and exercisable at January 30, 2016:

Range of Prices				Options Outstanding				Options Exercisable
Greater Than		Less Than or Equal to		Options Outstanding	Weighted-Average Remaining Life (Years)	Weighted-Average Exercise Price		Options Exercisable	Weighted-Average Exercise Price
$	10.01	$	20.00	12,500	0.3	$	18.18	12,500	$	18.18
20.01		30.00		10,625	1.8	28.19		10,312	28.20
30.01		40.00		707,277	3.6	35.87		338,402	35.84
$	40.01	$	50.00	444,500	2.7	42.89		345,250	42.60
				1,174,902	3.2	$	38.26	706,464	$	38.72

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A summary of the annual stock option activity for fiscal years 2013, 2014, and 2015 is as follows:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (000's)
Outstanding stock options at February 2, 2013	3,029,086		$	34.49
Granted	1,159,500		35.80
Exercised	(213,520	)	22.87
Forfeited	(597,763	)	38.97
Outstanding stock options at February 1, 2014	3,377,303		$	34.88
Granted	—		—
Exercised	(1,389,040	)	30.67
Forfeited	(285,050	)	39.19
Outstanding stock options at January 31, 2015	1,703,213		$	37.59
Granted	—		—
Exercised	(450,136	)	36.17
Forfeited	(78,175	)	35.84
Outstanding stock options at January 30, 2016	1,174,902		$	38.26	3.2	$	2,431
Vested or expected to vest at January 30, 2016	1,167,905		$	38.28	3.2	$	2,411
Exercisable at January 30, 2016	706,464		$	38.72	2.7	$	1,361

The stock options granted in prior years vest in equal amounts on the first four anniversaries of the grant date and have a contractual term of seven years.  The number of stock options expected to vest was based on our annual forfeiture rate assumption.

During 2015, 2014, and 2013, the following activity occurred under our share-based compensation plans:

(In thousands)	2015		2014		2013
Total intrinsic value of stock options exercised	$	5,980	$	18,614	$	2,646
Total fair value of restricted stock vested	$	6,259	$	2,825	$	2,237
Total fair value of performance shares vested	$	—	$	1,143	$	—

The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs, at January 30, 2016 was approximately $17.8 million.  This compensation cost is expected to be recognized through January 2019 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.8 years from January 30, 2016.

NOTE 8 – EMPLOYEE BENEFIT PLANS

Pension Benefits

We maintain the Pension Plan and Supplemental Pension Plan covering certain employees whose hire date was on or before April 1, 1994. Benefits under each plan are based on credited years of service and the employee’s compensation during the last five years of employment. The Supplemental Pension Plan is maintained for certain highly compensated executives whose benefits were frozen in the Pension Plan in 1996. The Supplemental Pension Plan is designed to pay benefits in the same amount as if the participants continued to accrue benefits under the Pension Plan. We have no obligation to fund the Supplemental Pension Plan, and all assets and amounts payable under the Supplemental Pension Plan are subject to the claims of our general creditors.

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On October 31, 2015, our Board of Directors approved amendments to freeze benefits and terminate the Pension Plan. The Pension Plan discontinued accruing benefits on December 31, 2015 and the termination was effective January 31, 2016. On December 2, 2015, our Board of Directors approved amendments to freeze benefits and terminate the Supplemental Pension Plan. The Supplemental Pension Plan discontinued accruing benefits on December 31, 2015 and the termination was effective December 31, 2015.

It is expected to take 15 to 24 months from the date of the approved amendment to complete the termination of the Pension Plan and Supplemental Pension Plan. The pension liability will be settled through either lump sum payments or purchased annuities. At January 30, 2016, there were approximately 800 active participants in the Pension Plan and approximately 650 terminated vested participants. The terminated vested participants can elect to begin to receive benefits at any point in the future, while the active participants will be given the opportunity to receive a lump sum at some point during 2016. All remaining participants after the lump sum distributions are completed will have their benefits placed with an annuity provider at the termination distribution date.

In addition, in the fourth quarter of 2015, when we communicated the approved amendments to the participants of the Pension Plan, we informed Pension Plan participants that we would provide for a one-time transition benefit to participants who were actively employed on December 31, 2015. We recorded a charge in selling and administrative expenses for this one-time transition benefit of $7.0 million, which will be contributed to participants’ savings plan accounts in 2016.

The components of net periodic pension expense were comprised of the following:

(In thousands)	2015			2014			2013
Service cost - benefits earned in the period	$	1,923		$	1,951		$	2,086
Interest cost on projected benefit obligation	2,444			3,218			3,041
Expected investment return on plan assets	(2,628		)	(3,219		)	(2,893		)
Amortization of prior service cost	4			(34		)	(34		)
Amortization of transition obligation	—			—			12
Amortization of actuarial loss	1,817			1,497			1,692
Curtailment loss	191			—			—
Settlement loss	1,912			1,868			83
Net periodic pension cost	$	5,663		$	5,281		$	3,987

In 2015, 2014, and 2013, we incurred pretax non-cash settlement charges of $1.9 million, $1.9 million and $0.1 million, respectively. The settlement charges were caused by lump sum benefit payments made to plan participants in excess of combined annual service cost and interest cost for each year. As a result of executing the plan termination amendments, we recorded a curtailment loss, in our income statement, of $0.2 million to immediately recognize all unrecognized past service credits.

The weighted-average assumptions used to determine net periodic pension expense were:

	2015		2014		2013
Discount rate	3.3	%	5.0	%	4.6	%
Rate of increase in compensation levels	2.8	%	3.0	%	3.5	%
Expected long-term rate of return	5.2	%	6.0	%	5.1	%

The weighted-average assumptions used to determine benefit obligations were:

	2015		2014
Discount rate	1.2	%	3.3	%
Rate of increase in compensation levels	0.0	%	2.8	%

As a result of executing the plan termination amendments, we eliminated the assumption of future compensation increases.

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The following schedule provides a reconciliation of projected benefit obligations, plan assets, funded status, and amounts recognized for the Pension Plan and Supplemental Pension Plan at January 30, 2016 and January 31, 2015:

(In thousands)	January 30, 2016			January 31, 2015
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	78,187		$	64,878
Service cost	1,923			1,951
Interest cost	2,444			3,218
Plan amendments	—			217
Plan curtailments	(7,291		)	—
Benefits and settlements paid	(7,564		)	(7,857		)
Actuarial loss	7,712			15,780
Projected benefit obligation at end of year	$	75,411		$	78,187
Change in plan assets:
Fair market value at beginning of year	$	55,292		$	56,329
Actual return on plan assets	(3,025		)	5,685
Employer contributions	10,933			1,135
Benefits and settlements paid	(7,564		)	(7,857		)
Fair market value at end of year	$	55,636		$	55,292
Under funded and net amount recognized	$	(19,774	)	$	(22,895	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	(19,774	)	$	(372	)
Noncurrent liabilities	—			(22,523		)
Net amount recognized	$	(19,774	)	$	(22,895	)

As a result of executing the plan termination amendments, the pension liability and other comprehensive loss were recalculated to reflect the elimination of future compensation increases, which resulted in a decrease of $7.3 million, before tax.

The following are components of accumulated other comprehensive income and, as such, are not yet reflected in net periodic pension expense:

(In thousands)	2015			2014
Unrecognized past service credit	$	—		$	(195	)
Unrecognized actuarial loss	(26,418		)	(24,074		)
Accumulated other comprehensive loss, pretax	$	(26,418	)	$	(24,269	)

We expect to reclassify $2.5 million of the actuarial loss into net periodic pension expense during 2016. Additionally, if we are able to complete the distribution of the pension plans during 2016, we will recognize the remaining unrecognized actuarial loss into income through settlement charges.

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The following table sets forth certain information for the Pension Plan and the Supplemental Pension Plan at January 30, 2016 and January 31, 2015:

	Pension Plan				Supplemental Pension Plan
(In thousands)	January 30, 2016		January 31, 2015		January 30, 2016		January 31, 2015
Projected benefit obligation	$	70,046	$	72,659	$	5,365	$	5,528
Accumulated benefit obligation	70,046		65,627		5,365		4,667
Fair market value of plan assets	$	55,636	$	55,292	$	—	$	—

During 2015, we elected to make a $10.7 million contribution to the Pension Plan. During 2014, we elected not to make a discretionary contribution to the Pension Plan. Historically, our funding policy of the Pension Plan is to make annual contributions based on advice from our actuaries and the evaluation of our cash position, but not less than the minimum required by applicable regulations. As a result of executing the plan termination amendments, we expect to make a required contribution to the Pension Plan during 2016, in order to fund the payout of the final plan termination liability.

Using the same assumptions as those used to measure our benefit obligations, the Pension Plan and the Supplemental Pension Plan benefits expected to be paid in each of the following fiscal years are as follows:

Fiscal Year	(In thousands)
2016	$	76,186
2017	—
2018	—
2019	—
2020	—
2021 - 2025	$	—

Given the amendments to terminate the pension plans, we reclassified our benefit obligations as current and have reflected all of our benefits expected to be paid in 2016, though the distribution process may extend into 2017, as mentioned above.

Historically, our overall investment strategy was to earn a long-term rate of return sufficient to meet the liability needs of the Pension Plan, within prudent risk constraints.  As a result of executing the plan termination amendments, we modified our investment strategy to appropriately reduce our exposure to short-term risks, as we intend to complete the payout of the final plan termination liability within the next year.

Historically, our assets were classified as filling either a liability-hedging or a return-seeking role within our strategy. As a result of executing the plan termination amendments, assets can generally be considered as filling one of the following roles within our new strategy: (1) liability-hedging assets, which are designed to approximate the cash payment needs of the plan’s obligation and provide downside protection, primarily invested in long maturity investment grade bonds and U.S. treasury STRIPs; or (2) cash and cash equivalents, which are maintained to meet our expectations of near-term lump sum distributions and significantly reduce our exposure to the market risks associated with bond and equity instruments. Our current target allocation is approximately 30% liability-hedging assets and 70% cash and cash equivalents. Target allocations may change over time in response to changes in plan or market conditions. All assets must have readily ascertainable market values and be easily marketable. The portfolio of assets maintains a high degree of liquidity.

The investment managers have the discretion to invest within sub-classes of assets within the parameters of their investment guidelines. Fixed income managers can adjust duration exposure as deemed appropriate given current or expected market conditions.  Additionally, the investment managers have the authority to invest in financial futures contracts and financial options contracts for the purposes of implementing hedging strategies.  There were no futures contracts owned directly by the Pension Plan at January 30, 2016 and January 31, 2015. The primary benchmark for assessing the effectiveness of the Pension Plan investments is that of the plan’s liabilities themselves. Asset class returns are also judged relative to common benchmark indices such as the Russell 3000 and Barclay's Capital Long Credit Bond. Investment results and plan funded status are monitored daily, with a detailed performance review completed on a quarterly basis.

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The fair value of our Pension Plan assets at January 30, 2016 and January 31, 2015 by asset category was comprised of the following:

	January 30, 2016								January 31, 2015
(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and Cash Equivalents	$	25,035	$	25,035	$	—	$	—	$	1,096	$	1,096	$	—	$	—
Common / Collective Trusts
Long Credit	19,463		—		19,463		—		25,317		—		25,317		—
Intermediate Credit	7,380		—		7,380		—		17,972		—		17,972		—
U.S. Treasury Strips	2,778		—		2,778		—		—		—		—		—
High Yield	266		—		266		—		2,674		—		2,674		—
Global Real Estate	241		—		241		—		2,894		—		2,894		—
U.S. Equity Index	196		—		196		—		2,183		—		2,183		—
International Equities	182		—		182		—		2,034		—		2,034		—
U.S. Small Cap	95		—		95		—		1,122		—		1,122		—
Total	$	55,636	$	25,035	$	30,601	$	—	$	55,292	$	1,096	$	54,196	$	—

Savings Plans

We have a savings plan with a 401(k) deferral feature and a nonqualified deferred compensation plan with a similar deferral feature for eligible employees. We contribute a matching percentage of employee contributions. Our matching contributions are subject to Internal Revenue Service (“IRS”) regulations. For 2015, 2014, and 2013, we expensed $6.3 million, $5.9 million, and $5.7 million, respectively, related to our matching contributions. In connection with our nonqualified deferred compensation plan, we had liabilities of $17.5 million and $17.2 million at January 30, 2016 and January 31, 2015, respectively.

NOTE 9 – INCOME TAXES

The provision for income taxes from continuing operations was comprised of the following:

(In thousands)	2015			2014			2013
Current:
U.S. Federal	$	73,421		$	74,235		$	81,270
U.S. State and local	10,660			12,840			14,506
Total current tax expense	84,081			87,075			95,776
Deferred:
U.S. Federal	56			(2,022		)	(8,275		)
U.S. State and local	(295		)	186			(1,986		)
Total deferred tax expense	(239		)	(1,836		)	(10,261		)
Income tax provision	$	83,842		$	85,239		$	85,515

Net deferred tax assets fluctuated by items that are not reflected in deferred tax expense in the above table, primarily related to matters associated with discontinued operations. Net deferred tax assets increased by $0.4 million in 2015, decreased by $24.3 million in 2014, and increased by $22.0 million in 2013 as a result of deferred income tax expense associated with our discontinued operations. Additionally, net deferred tax assets also increased by $0.8 million in 2015, increased by $4.0 million in 2014, and decreased by $2.3 million in 2013, principally from pension-related charges recorded in accumulated other comprehensive loss.

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Reconciliation between the statutory federal income tax rate and the effective income tax rate for continuing operations was as follows:

	2015		2014		2013
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
Effect of:
State and local income taxes, net of federal tax benefit	3.0		3.8		3.6
Work opportunity tax and other employment tax credits	(1.1	)	(0.7	)	(1.0	)
Valuation allowance	—		—		—
Other, net	0.1		0.3		0.1
Effective income tax rate	37.0	%	38.4	%	37.7	%

Income tax payments and refunds were as follows:

(In thousands)	2015			2014			2013
Income taxes paid	$	56,158		$	69,919		$	122,672
Income taxes refunded	(818		)	(135		)	(551		)
Net income taxes paid	$	55,340		$	69,784		$	122,121

Deferred taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax, including income tax uncertainties. Significant components of our deferred tax assets and liabilities were as follows:

(In thousands)	January 30, 2016			January 31, 2015
Deferred tax assets:
Workers’ compensation and other insurance reserves	$	33,531		$	32,242
Compensation related	31,478			28,047
Accrued rent	23,540			26,283
Uniform inventory capitalization	18,488			17,649
Depreciation and fixed asset basis differences	10,523			9,972
Pension plans	7,815			9,086
Accrued state taxes	7,119			6,869
State tax credits, net of federal tax benefit	4,253			4,048
Accrued operating liabilities	2,189			1,751
Other	19,775			20,099
Valuation allowances	(2,419		)	(2,373		)
Total deferred tax assets	156,292			153,673
Deferred tax liabilities:
Accelerated depreciation and fixed asset basis differences	70,698			67,299
Lease construction reimbursements	15,602			15,317
Prepaid expenses	6,625			6,247
Workers’ compensation and other insurance reserves	4,329			4,203
Other	11,299			14,314
Total deferred tax liabilities	108,553			107,380
Net deferred tax assets	$	47,739		$	46,293

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We have the following income tax loss and credit carryforwards at January 30, 2016 (amounts are shown net of tax excluding the federal income tax effect of the state and local items):

(In thousands)
U.S. State and local:
State net operating loss carryforwards	$	82	Expires fiscal years 2020 through 2025
California enterprise zone credits	6,245		Predominately expires fiscal year 2023
Other state credits	298		Expires fiscal years through 2025
Total income tax loss and credit carryforwards	$	6,625

Income taxes payable on our consolidated balance sheets have been reduced by the tax benefits primarily associated with share-based compensation. We receive an income tax deduction upon the exercise of non-qualified stock options and the vesting of restricted stock. Tax benefits of $0.7 million, $1.2 million, and $0.2 million in 2015, 2014, and 2013, respectively, were credited directly to shareholders' equity related to share-based compensation deductions in excess of expense recognized for these awards.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for 2015, 2014, and 2013:

(In thousands)	2015			2014			2013
Unrecognized tax benefits - beginning of year	$	14,922		$	16,650		$	16,019
Gross increases - tax positions in current year	939			898			991
Gross increases - tax positions in prior period	872			820			1,247
Gross decreases - tax positions in prior period	(430		)	(2,418		)	(532		)
Settlements	(732		)	(488		)	(4		)
Lapse of statute of limitations	(1,799		)	(566		)	(949		)
Foreign currency translation	—			26			(122		)
Unrecognized tax benefits - end of year	$	13,772		$	14,922		$	16,650

At the end of 2015 and 2014, the total amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate is $8.9 million and $9.6 million, respectively, after considering the federal tax benefit of state and local income taxes of $4.3 million and $4.7 million, respectively. Unrecognized tax benefits of $0.5 million and $0.6 million in 2015 and 2014, respectively, relate to tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The uncertain timing items could result in the acceleration of the payment of cash to the taxing authority to an earlier period.

We recognized an expense (benefit) associated with interest and penalties on unrecognized tax benefits of approximately $0.1 million, $0.5 million, and $0.5 million during 2015, 2014, and 2013, respectively, as a component of income tax expense. The amount of accrued interest and penalties recognized in the accompanying consolidated balance sheets at January 30, 2016 and January 31, 2015 was $6.1 million and $6.0 million, respectively.

We are subject to U.S. federal income tax, income tax of multiple state and local jurisdictions, and Canadian and provincial taxes. The statute of limitations for assessments on our federal income tax returns for periods prior to 2012 has lapsed. In addition, the state income tax returns filed by us are subject to examination generally for periods beginning with 2006, although state income tax carryforward attributes generated prior to 2006 and non-filing positions may still be adjusted upon examination. We have various state returns in the process of examination or administrative appeal. Generally, the time limit for reassessing returns for Canadian and provincial income taxes for periods prior to the year ended October 3, 2010 have lapsed.

We have estimated the reasonably possible expected net change in unrecognized tax benefits through January 28, 2017, based on expected cash and noncash settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations for unrecognized tax benefits.  The estimated net decrease in unrecognized tax benefits for the next 12 months is approximately $3.0 million.  Actual results may differ materially from this estimate.

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NOTE 10 – COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

On May 21, May 22 and July 2, 2012, three shareholder derivative lawsuits were filed in the U.S. District Court for the Southern District of Ohio against us and certain of our current and former outside directors and executive officers (Jeffrey Berger, David Kollat, Brenda Lauderback, Philip Mallott, Russell Solt, Dennis Tishkoff, Robert Claxton, Joe Cooper, Steven Fishman, Charles Haubiel, Timothy Johnson, John Martin, Norman Rankin, Paul Schroeder, Robert Segal and Steven Smart). The lawsuits were consolidated, and, on August 13, 2012, plaintiffs filed a consolidated complaint, which generally alleges that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The consolidated complaint asserts claims under Ohio law for breach of fiduciary duty, unjust enrichment, misappropriation of trade secrets and corporate waste and seeks declaratory relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses.

The defendants filed a motion to dismiss the consolidated complaint, which was granted by the Court in an Opinion and Order dated April 14, 2015, pursuant to which plaintiffs’ claims were all dismissed with prejudice, with the exception of their claim for corporate waste, which was dismissed without prejudice. On May 5, 2015, plaintiffs filed a Motion for Leave to File Verified Consolidated Amended Shareholder Derivative Complaint, which seeks to replead the claim for corporate waste that was dismissed without prejudice by the Court, as well as a Motion for Reconsideration and, in the Alternative, for Certification of Question of State Law to the Supreme Court of Ohio. Defendants’ responses to both motions were filed on May 29, 2015. On August 3, 2015, the Court granted Plaintiffs’ Motion for Leave to File Verified Consolidated Amended Shareholder Derivative Complaint, and Plaintiffs filed the amended complaint on the same date, asserting a claim for corporate waste. On September 30, 2015, defendants filed an answer to the amended complaint. The case is currently in discovery.

We received a letter dated January 28, 2013, sent on behalf of a shareholder demanding that our Board of Directors investigate and take action in connection with the allegations made in the derivative and securities lawsuits described above. The shareholder indicated that he would commence a derivative lawsuit if our Board of Directors failed to take the demanded action. On March 6, 2013, our Board of Directors referred the shareholder’s letter to a committee of independent directors to investigate the matter. That committee, with the assistance of independent outside counsel, investigated the allegations in the shareholder’s demand letter and, on August 28, 2013, reported its findings to our Board of Directors along with its recommendation that the Board reject the shareholder’s demand. Our Board of Directors unanimously accepted the recommendation of the demand investigation committee and, on September 9, 2013, outside counsel for the committee sent a letter to counsel for the shareholder informing the shareholder of the Board’s determination. On October 18, 2013, the shareholder filed a derivative lawsuit in the U.S. District Court for the Southern District of Ohio against us and each of the current and former outside directors and executive officers named in the 2012 shareholder derivative lawsuit. The plaintiff’s complaint generally alleges that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The complaint asserts claims under Ohio law for breach of

fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste and misappropriation of trade secrets and seeks damages, injunctive relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses.

The defendants filed a motion to dismiss the complaint, which was granted by the Court in an Opinion and Order dated April 14, 2015, which dismissed the plaintiff’s claims with prejudice with the exception of his claim for corporate waste and his assertion that our Board of Directors wrongfully rejected his demand to take action against the individually named defendants. On May 5, 2015, the Court so ordered the parties’ stipulation, staying plaintiff’s time to seek leave to amend his complaint in order to make a request to inspect the Company’s books and records pursuant to Ohio Revised Code §1701.37, and plaintiff served that request for inspection on May 8, 2015. On August 17, 2015 plaintiff filed an Amended Verified Shareholder Derivative Complaint. On September 30, 2015, defendants moved to dismiss the amended complaint. As of November 20, 2015 the motion was fully briefed and awaits decision.

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On July 9, 2012, a putative securities class action lawsuit was filed in the U.S. District Court for the Southern District of Ohio on behalf of persons who acquired our common shares between February 2, 2012 and April 23, 2012. This lawsuit was filed against us, Lisa Bachmann, Mr. Cooper, Mr. Fishman and Mr. Haubiel. The complaint in the putative class action generally alleges that the defendants made statements concerning our financial performance that were false or misleading. The complaint asserts claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 and seeks damages in an unspecified amount, plus attorneys’ fees and expenses. The lead plaintiff filed an amended complaint on April 4, 2013, which added Mr. Johnson as a defendant, removed Ms. Bachmann as a defendant, and extended the putative class period to August 23, 2012. On May 6, 2013, the defendants filed a motion to dismiss the putative class action complaint. On January 21, 2016, the Court granted in part and denied in part the defendants’ motion to dismiss, allowing some claims to move forward. The case is entering the early stages of discovery.

On February 10, 2014, a shareholder derivative lawsuit was filed in the Franklin County Common Pleas Court in Columbus, Ohio, against us and certain of our current and former outside directors and executive officers (David Campisi, Steven Fishman, Joe Cooper, Charles Haubiel, Timothy Johnson, Robert Claxton, John Martin, Norman Rankin, Paul Schroeder, Robert Segal, Steven Smart, David Kollat, Jeffrey Berger, James Chambers, Peter Hayes, Brenda Lauderback, Philip Mallott, Russell Solt, James Tener and Dennis Tishkoff). The plaintiff’s complaint generally alleges that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The complaint also alleges that we and various individual defendants made false and misleading statements regarding our Canadian operations prior to our announcement on December 5, 2013 that we were exiting the Canadian market. The complaint asserts claims under Ohio law for breach of fiduciary duty, unjust enrichment, waste of corporate assets and misappropriation of insider information and seeks damages, injunctive relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses. At the parties’ request, the court has stayed this lawsuit until after the judge in the federal lawsuits discussed in the preceding paragraphs has ruled on the motions to dismiss pending in all those federal lawsuits.

We believe that the shareholder derivative and putative class action lawsuits are without merit, and we intend to defend ourselves vigorously against the allegations levied in these lawsuits. While a loss from these lawsuits is reasonably possible, at this time, we cannot reasonably estimate the amount of any loss that may result or whether the lawsuits will have a material impact on our financial statements.

On October 1, 2013, we received a subpoena from the District Attorney for the County of Alameda, State of California, seeking information concerning our handling of hazardous materials and hazardous waste in the State of California. We have provided information and are cooperating with the authorities from multiple counties and cities in California in connection with this ongoing matter. While a loss related to this matter is reasonably possible, at this time, we cannot reasonably estimate the possible loss or range of loss that may arise from this matter or whether this matter will have a material impact on our financial statements. In October 2014, Big Lots received a notice of a second violation from the California Air Resources Board alleging that it sold certain products that contained volatile organic compounds in excess of regulated limits (windshield washer fluid). This matter is in its early stages and settlement discussions are continuing. We anticipate that any resolution of this matter is likely to exceed $100,000.

In 2013, we sold certain tabletop torch and citronella products manufactured by a third party. In August 2013, we recalled these products and discontinued their sale in our stores. In 2014, we were named as a defendant in a number of lawsuits relating to these products alleging personal injuries suffered as a result of negligent shelving and pairing of the products, product design, manufacturing and marketing defects and/or breach of warranties. Although we believe that we are entitled to indemnification from the third party manufacturer of the products for all of the expenses that we have incurred (and may in the future incur) with respect to these matters and that these expenses are covered by our insurance (subject to a $1 million deductible), in the second quarter of 2015, we (1) determined that our ability to obtain any recovery from the manufacturer may be limited because, among other things, the manufacturer has exhausted its applicable insurance coverage, is domiciled outside the United States and has been dissolved by its parent and (2) became engaged in litigation with our excess insurance carrier regarding the scope of our coverage. In the second quarter of 2015, we settled one of the lawsuits and reached an agreement in principle to settle another lawsuit, which was later finalized in the third quarter of 2015. Two additional lawsuits remain pending against Big Lots in the United States District Court for the Western District of Pennsylvania and the United States District Court for the District of New Jersey, respectively. Both of the outstanding lawsuits are in the discovery phase. During the second quarter of 2015, we recorded a $4.5 million charge related to these matters.

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

We are self-insured for certain losses relating to property, general liability, workers' compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is paid by employees, and we have purchased stop-loss coverage in order to limit significant exposure in these areas. Accrued insurance liabilities are actuarially determined based on claims filed and estimates of claims incurred but not reported. We use letters of credit, which amounted to $55.0 million at January 30, 2016, as collateral to back certain of our self-insured losses with our claims administrators.

We have purchase obligations for outstanding purchase orders for merchandise issued in the ordinary course of our business that are valued at $434.4 million, the entirety of which represents obligations due within one year of January 30, 2016. In addition, we have purchase commitments for future inventory purchases totaling $33.9 million at January 30, 2016. We paid $11.3 million, $16.8 million, and $21.7 million related to this commitment during 2015, 2014, and 2013, respectively. We are not required to meet any periodic minimum purchase requirements under this commitment. The term of the commitment extends until the purchase requirement is satisfied. We have additional purchase obligations in the amount of $181.4 million primarily related to distribution and transportation, information technology, print advertising, energy procurement, and other store security, supply, and maintenance commitments.

NOTE 11 – DERIVATIVE INSTRUMENTS

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

Our outstanding derivative instrument contracts at January 30, 2016 were comprised of the following:

(In thousands)	2015
Diesel fuel collars (in gallons)	8,175

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

(In thousands)		Assets / (Liabilities)
Derivative Instrument	Balance Sheet Location	2015
Diesel fuel collars	Other current assets	$	78
	Other assets	794
	Accrued operating expenses	(2,799		)
	Other liabilities	(2,738		)
Total derivative instruments		$	(4,665	)

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

(In thousands)		Amount of Gain
Derivative Instrument	Statements of Operations Location	2015
Diesel fuel collars
Realized	Other income (expense)	$	(535	)
Unrealized	Other income (expense)	(4,665		)
Total derivative instruments		$	(5,200	)

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

NOTE 12 – DISCONTINUED OPERATIONS

Our discontinued operations for 2015, 2014, and 2013, were comprised of the following:

(In thousands)	2015			2014			2013
Canadian operations	$	165		$	(35,998	)	$	(40,918	)
Wholesale business	(164		)	(248		)	(4,371		)
KB Toys matters	—			9			5,248
Other	(1		)	—			—
Total loss from discontinued operations, pretax	$	—		$	(36,237	)	$	(40,041	)

Canadian Operations

During the fourth quarter of 2013, we announced our intention to wind down our Canadian operations. We began the wind down activities during the fourth quarter of 2013, which included the closing of our Canadian distribution centers. We completed the wind down activities during the first quarter of 2014, which included the closure of our Canadian stores and corporate offices. Therefore, we determined the results of our Canadian operations should be reported as discontinued operations. The results of our Canadian operations historically consisted of sales of product to retail customers, the costs associated with those products, and selling and administrative expenses, including personnel, purchasing, warehousing, distribution, occupancy and overhead costs. In the first quarter of 2014, the results of our Canadian operations also included significant contract termination costs of $23.0 million, severance charges of $2.2 million and a loss on the realization of our cumulative translation adjustment on our investment in our Canadian operations of $5.1 million.

In addition to the costs associated with our Canadian operations, we reclassified to discontinued operations the direct expenses incurred by our U.S. operations to facilitate the wind down. These costs primarily consist of professional fees. We also reclassified the income tax benefit that our U.S. operations was expected to, and did, generate as a result of the wind down of our Canadian operations, based principally on our ability to recover a worthless stock deduction in the foreseeable future. During 2015, 2014, and 2013, the amount of this income tax expense (benefit) that we recognized was approximately $0.2 million, $(13.8) million, and $(24.4) million, respectively.

The loss from discontinued Canadian operations presented in our consolidated statements of operations was comprised of the following:

(In thousands)	2015			2014			2013
Net sales	$	—		$	6,040		$	177,157
Cost of sales (exclusive of depreciation expense shown separately below)	3			3,356			119,221
Gross margin	(3		)	2,684			57,936
Selling and administrative expenses	(224		)	33,419			95,713
Depreciation expense	—			2			1,894
Operating profit (loss)	221			(30,737		)	(39,671		)
Interest expense	—			(18		)	(46		)
Other income (expense)	(56		)	(5,243		)	(1,201		)
Income (loss) from discontinued operations before income taxes	165			(35,998		)	(40,918		)
Income tax expense (benefit)	206			(13,771		)	(24,397		)
Loss from discontinued operations	$	(41	)	$	(22,227	)	$	(16,521	)

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Wholesale Business

During the third quarter of 2013, we announced our intention to wind down the operations of our wholesale business. During the fourth quarter of 2013, we executed our wind down plan and ceased the operations of our wholesale business; therefore, we determined the results of our wholesale business should be reported as discontinued operations. The results of operations of our wholesale business primarily consisted of sales of product to wholesale customers, the costs associated with those products, and selling and administrative expenses, including personnel, purchasing, warehousing, distribution, occupancy and overhead costs.

KB Toys Matters

We acquired the KB Toys business from Melville Corporation (now known as CVS New York, Inc., and together with its subsidiaries “CVS”) in May 1996. As part of that acquisition, we provided, among other things, an indemnity to CVS with respect to any losses resulting from KB Toys' failure to pay all monies due and owing under any KB Toys lease or mortgage obligation. While we controlled the KB Toys business, we provided guarantees with respect to a limited number of additional KB Toys store leases. We sold the KB Toys business to KB Acquisition Corp. (“KBAC”), an affiliate of Bain Capital, pursuant to a Stock Purchase Agreement. KBAC similarly agreed to indemnify us with respect to all lease and mortgage obligations. These guarantee and lease obligations are collectively referred to as the “KB Lease Obligations.”

On January 14, 2004, KBAC and certain affiliated entities (collectively referred to as “KB-I”) filed for bankruptcy protection pursuant to Chapter 11 of title 11 of the United States Code. In 2007, we reduced our liabilities for potential remaining claims to zero for the KB-I bankruptcy. During the fourth quarter of 2013, we received a final distribution from the KB-I bankruptcy estate in the amount of $2.1 million.

On August 30, 2005, in connection with the acquisition by an affiliate of Prentice Capital Management of majority ownership of KB-I, KB-I emerged from its 2004 bankruptcy (the KB Toys business that emerged from bankruptcy is hereinafter referred to as “KB-II”). In 2007, we entered into an agreement with KB-II and various Prentice Capital entities which we believe provides a cap on our liability under the existing KB Lease Obligations and an indemnity from the Prentice Capital entities with respect to any renewals, extensions, modifications or amendments of the KB Lease Obligations which otherwise could potentially expose us to additional incremental liability beyond the date of the agreement, September 24, 2007. Under the agreement, KB-II is required to update us periodically with respect to the status of any remaining leases for which they believe we have a guarantee or indemnification obligation. In addition, we have the right to request a statement of the net asset value of Prentice Capital Offshore in order to monitor the sufficiency of the indemnity.

On December 11, 2008, KB-II filed for bankruptcy protection pursuant to Chapter 11 of title 11 of the United States Code. Based on information provided to us by KB-II, we believe that we continue to have KB Lease Obligations with respect to certain KB Toys stores (“KB-II Bankruptcy Lease Obligations”). In the fourth fiscal quarter of 2008, we recorded a charge in the amount of $5.0 million, pretax, in income (loss) from discontinued operations to reflect the estimated amount that we expect to pay for KB-II Bankruptcy Lease Obligations. In the fourth quarter of 2013, we recorded approximately $3.1 million in income for the KB-II Bankruptcy Lease Obligations to reduce the amount on our consolidated balance sheet to zero as of February 1, 2014. We based this reversal on the following factors: (1) we had not received any new demand letters from landlords during the past two years; (2) all prior demands against us by landlords had been settled or paid or the landlords had stopped pursuing their demands; (3) the KB-II bankruptcy occurred more than five years prior to the end of 2013 and most of the lease rejections occurred more than two years prior to the end of 2013; and (4) we believed that the likelihood of new claims against us was remote, and, if incurred, the amount would be immaterial.

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NOTE 13 – COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the components of accumulated other comprehensive loss, net of tax, during 2013, 2014, and 2015:

(In thousands)	Foreign currency translation			Pension Plan			Total accumulated other comprehensive loss
Balance at February 2, 2013	$	(1,433	)	$	(11,897	)	$	(13,330	)
Other comprehensive income (loss) before reclassifications	(3,589		)	2,352			(1,237		)
Amounts reclassified from accumulated other comprehensive loss	—			1,056			1,056
Period change	(3,589		)	3,408			(181		)
Balance at February 1, 2014	(5,022		)	(8,489		)	(13,511		)
Other comprehensive income (loss) before reclassifications	(39		)	(8,180		)	(8,219		)
Amounts reclassified from accumulated other comprehensive loss	5,061			2,013			7,074
Period change	5,022			(6,167		)	(1,145		)
Balance at January 31, 2015	—			(14,656		)	(14,656		)
Other comprehensive income (loss) before reclassifications	—			(3,730		)	(3,730		)
Amounts reclassified from accumulated other comprehensive loss	—			2,409			2,409
Period change	—			(1,321		)	(1,321		)
Balance at January 30, 2016	$	—		$	(15,977	)	$	(15,977	)

The amounts reclassified from accumulated other comprehensive income (loss) associated with our pension plans have been reclassified to selling and administrative expenses in our statement of operations. Please see note 8 to the consolidated financial statements for further information on our pension plans.

The amounts reclassified from accumulated other comprehensive income (loss) associated with foreign currency translation have been reclassified to loss from discontinued operations in our statements of operations, as the amounts related to our Canadian operations. Please see note 12 to the consolidated financial statements for further information on our discontinued operations.

NOTE 14 - SALE OF REAL ESTATE

In October 2013, we sold company-owned real property in California, on a component of which we operated a store, for $5.1 million. Concurrently with the sale, we entered into a lease agreement with the purchaser of the property which allowed us to continue to operate our store on an uninterrupted basis. As a result of the sale and concurrent leaseback, we determined that only a portion of the gain on the transaction could be recognized at that time. Based on the terms of the transaction, we recognized a gain of $3.6 million during the third quarter of 2013 and deferred a gain of $0.8 million, which will be amortized over the committed lease term.

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NOTE 15 – BUSINESS SEGMENT DATA

We use the following seven merchandise categories, which match our internal management and reporting of merchandise net sales: Food, Consumables, Soft Home, Hard Home, Furniture, Seasonal, and Electronics & Accessories. The Food category includes our beverage & grocery, candy & snacks, and specialty foods departments. The Consumables category includes our health and beauty, plastics, paper, chemical, and pet departments. The Soft Home category includes the 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, greeting cards, and home maintenance departments. The Furniture category includes our upholstery, mattress, ready-to-assemble, and case goods departments. The Seasonal category includes our lawn & garden, summer, Christmas, toys, and other holiday departments. The Electronics & Accessories category includes the electronics, jewelry, hosiery, and infant accessories departments. In the first quarter of 2015, we realigned our merchandise categories to be consistent with our merchandising team. See the Reclassifications section of note 1 to the consolidated financial statements for additional information.

We periodically assess, and potentially enact minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

The following table presents net sales data by merchandise category:

(In thousands)	2015		2014		2013
Furniture	$	1,135,757	$	1,051,165	$	961,749
Consumables	944,389		953,028		918,124
Food	845,541		821,915		747,840
Seasonal	845,085		877,086		907,787
Soft Home	598,777		569,730		537,798
Hard Home	477,451		510,095		565,126
Electronics & Accessories	343,582		394,059		486,331
Net sales	$	5,190,582	$	5,177,078	$	5,124,755

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NOTE 16 – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized fiscal quarterly financial data for 2015 and 2014 is as follows:

Fiscal Year 2015	First			Second			Third			Fourth			Year
(In thousands, except per share amounts) (a)
Net sales	$	1,280,455		$	1,209,686		$	1,116,474		$	1,583,967		$	5,190,582
Gross margin	504,116			475,834			440,007			647,229			2,067,186
Income (loss) from continuing operations	32,308			17,711			(1,703		)	94,692			143,008
(Loss) income from discontinued operations	(95		)	(75		)	195			(160		)	(135		)
Net income (loss)	32,213			17,636			(1,508		)	94,532			142,873
Earnings (loss) per share - basic:
Continuing operations	$	0.61		$	0.35		$	(0.03	)	$	1.93		$	2.83
Discontinued operations	—			—			—			—			—
	$	0.61		$	0.35		$	(0.03	)	$	1.93		$	2.83
Earnings (loss) per share - diluted:
Continuing operations	$	0.60		$	0.35		$	(0.03	)	$	1.91		$	2.81
Discontinued operations	—			—			—			—			—
	$	0.60		$	0.34		$	(0.03	)	$	1.91		$	2.80
Fiscal Year 2014	First			Second			Third			Fourth			Year
(In thousands, except per share amounts) (a)
Net sales	$	1,281,271		$	1,195,363		$	1,107,095		$	1,593,349		$	5,177,078
Gross margin	493,556			469,527			430,942			649,929			2,043,954
Income (loss) from continuing operations	28,581			17,212			(3,115		)	93,983			136,661
(Loss) income from discontinued operations	(25,233		)	2,726			(326		)	448			(22,385		)
Net income (loss)	3,348			19,938			(3,441		)	94,431			114,276
Earnings (loss) per share - basic:
Continuing operations	$	0.50		$	0.31		$	(0.06	)	$	1.78		$	2.49
Discontinued operations	(0.44		)	0.05			(0.01		)	0.01			(0.41		)
	$	0.06		$	0.36		$	(0.06	)	$	1.79		$	2.08
Earnings (loss) per share - diluted:
Continuing operations	$	0.50		$	0.31		$	(0.06	)	$	1.76		$	2.46
Discontinued operations	(0.44		)	0.05			(0.01		)	0.01			(0.40		)
	$	0.06		$	0.36		$	(0.06	)	$	1.77		$	2.06

(a) Earnings per share calculations for each fiscal quarter are based on the applicable weighted-average shares outstanding for each period and the sum of the earnings per share for the four fiscal quarters may not necessarily be equal to the full year earnings per share amount.

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NOTE 17 – SUBSEQUENT EVENT

On March 1, 2016, our Board of Directors authorized the repurchase of up to $250.0 million of our common shares (“2016 Repurchase Program”). Pursuant to the 2016 Repurchase Program, we may repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. Common shares acquired through the 2016 Repurchase Program will be available to meet obligations under our equity compensation plans and for general corporate purposes. The 2016 Repurchase Program has no scheduled termination date and will be funded with cash and cash equivalents, cash generated from operations or, if needed, by drawing on the 2011 Credit Agreement.

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

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Management's Report on Internal Control over Financial Reporting

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

Management assessed the effectiveness of our internal control over financial reporting as of January 30, 2016. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 Framework). Based on this assessment, management, including our Chief Executive Officer and Chief Financial Officer, concluded that we maintained effective internal control over financial reporting as of January 30, 2016.

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

Changes in Internal Control over Financial Reporting

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

Item 9B. Other Information

None.

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information contained under the captions “Proposal One: Election of Directors,” “Governance,” and “Stock Ownership” in the 2016 Proxy Statement, with respect to directors, shareholder nomination procedures, the code of ethics, the Audit Committee, our audit committee financial experts, and Section 16(a) beneficial ownership reporting compliance, is incorporated herein by reference in response to this item. The information contained in Part I of this Form 10-K under the caption “Supplemental Item. Executive Officers of the Registrant,” with respect to executive officers, is incorporated herein by reference in response to this item.

Item 11. Executive Compensation

The information contained under the captions “Governance,” “Director Compensation,” and “Executive Compensation” in the 2016 Proxy Statement, with respect to corporate Compensation Committee interlocks and insider participation, director compensation, the Compensation Committee Report, and executive compensation, is incorporated herein by reference in response to this item.

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

Equity Compensation Plan Information

The following table summarizes information as of January 30, 2016, relating to our equity compensation plans pursuant to which our common shares may be issued.

		Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#)		Weighted-average exercise price of outstanding options, warrants, and rights ($)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
Plan Category		(a)		(b)		(c)
Equity compensation plans approved by security holders		2,195,131	(1)(2)	38.26	(3)	4,353,175	(4)
Equity compensation plans not approved by security holders		—		—		—
Total		2,195,131		38.26	(3)	4,353,175
(1)	Includes stock options, PSUs, and restricted stock units granted under the 2012 LTIP, the 2005 LTIP, and the Director Stock Option Plan. In addition, we had 430,654 shares of unvested restricted stock outstanding under the 2012 LTIP and the 2005 LTIP.
(2)	The common shares issuable upon exercise of outstanding stock options granted under each shareholder-approved plan are as follows:
	2012 LTIP	566,776
	2005 LTIP	593,126
	Director Stock Option Plan	15,000
(3)	The weighted average exercise price only represents stock options and does not take into account the PSUs and the restricted stock units granted under the 2012 LTIP.
(4)	The common shares available for issuance under the 2012 LTIP are limited to 4,353,175 common shares. There are no common shares available for issuance under any of the other shareholder-approved plans.

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The Director Stock Option Plan terminated on May 30, 2008. The 2005 LTIP expired on May 16, 2012. The 2012 LTIP was approved in May 2012. See note 7 to the accompanying consolidated financial statements.

The information contained under the caption “Stock Ownership” in the 2016 Proxy Statement, with respect to the security ownership of certain beneficial owners and management, is incorporated herein by reference in response to this item.

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

The information contained under the caption “Governance - Determination of Director Independence” and “Governance - Related Person Transactions” in the 2016 Proxy Statement, with respect to the review of director independence and transactions with related persons, is incorporated herein by reference in response to this item.

Item 14. Principal Accounting Fees and Services

The information contained under the captions “Audit Committee Disclosure - Audit and Non-Audit Services Pre-Approval Policy” and “Audit Committee Disclosure - Fees Paid to Independent Registered Public Accounting Firm” in the 2016 Proxy Statement, with respect to the Audit Committee's pre-approval policies and procedures and the fees paid to Deloitte & Touche LLP, is incorporated herein by reference in response to this item.

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Part IV

Item 15. Exhibits, Financial Statement Schedules

Index to Consolidated Financial Statements, Financial Statement Schedules and Exhibits

(a)    Documents filed as part of this report:

(1)    Financial Statements

Reports of Independent Registered Public Accounting Firm	38
Consolidated Statements of Operations	40
Consolidated Statements of Comprehensive Income	41
Consolidated Balance Sheets	42
Consolidated Statements of Shareholders' Equity	43
Consolidated Statements of Cash Flows	44
Notes to Consolidated Financial Statements	45

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

(2)    Financial Statement Schedules

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

(3)     Exhibits. Exhibits marked with an asterisk (*) are filed herewith. The Exhibit marked with two asterisks (**) is furnished electronically with this Annual Report. Copies of exhibits will be furnished upon written request and payment of our reasonable expenses in furnishing the exhibits. Exhibits 10.1 through 10.38 are management contracts or compensatory plans or arrangements.

Exhibit No.	Document
2	Agreement of Merger (incorporated herein by reference to Exhibit 2 to our Form 10-Q for the quarter ended May 5, 2001).
3.1	Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3(a) to our Form 10-Q for the quarter ended May 5, 2001).
3.2	Amendment to the Amended Articles of Incorporation of Big Lots, Inc. (incorporated herein by reference to Exhibit 3.1 to our Form 8-K dated May 27, 2010).
3.3	Code of Regulations (incorporated herein by reference to Exhibit 3(b) to our Form 10-Q for the quarter ended May 5, 2001).
4	Specimen Common Share Certificate (incorporated herein by reference to Exhibit 4(a) to our Form 10-K for the year ended February 2, 2002).
10.1	Big Lots, Inc. 1996 Performance Incentive Plan (incorporated herein by reference to Exhibit 10 to our Post-Effective Amendment No. 1 to Form S-8 dated June 29, 2001).
10.2	Amendment to the Big Lots, Inc. 1996 Performance Incentive Plan, effective May 18, 2005 (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated August 17, 2005).
10.3	Amendment to the Big Lots, Inc. 1996 Performance Incentive Plan, effective March 4, 2008 (incorporated herein by reference to Exhibit 10.4 to our Form 10-Q for the quarter ended May 3, 2008).
10.4	Form of Non-Qualified Stock Option Grant Agreement under the Big Lots, Inc. 1996 Performance Incentive Plan (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated September 9, 2004).
10.5	Big Lots 2005 Long-Term Incentive Plan, as amended and restated effective May 27, 2010 (incorporated herein by reference to Exhibit 4.4 to our Form S-8 dated March 3, 2011).
10.6	Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated February 21, 2006).

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10.7	Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated March 4, 2009).
10.8	Form of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated March 4, 2009).
10.9	Form of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement for CEO (incorporated herein by reference to Exhibit 10.5 to our Form 8-K dated March 3, 2010).
10.10	Form of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement for Outside Directors (incorporated herein by reference to Exhibit 10.2 to our Form 10-Q dated July 31, 2010).
10.11	Big Lots 2012 Long-Term Incentive Plan, as amended and restated effective May 29, 2014 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 29, 2014).
10.12	Form of Big Lots 2012 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated May 23, 2012).
10.13	Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated May 23, 2012).
10.14	Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Retention Award Agreement (incorporated herein by reference to Exhibit 10.14 to our Form 10-K for the year ended February 2, 2013).
10.15	Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Award Agreement for Nonemployee Directors (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated May 23, 2012).
10.16	Form of Big Lots 2012 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.9 to our Form 8-K dated April 29, 2013).
10.17	Form of Big Lots 2012 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated March 4, 2015).
10.18	Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Units Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated March 4, 2015).
10.19	Big Lots, Inc. Amended and Restated Director Stock Option Plan (incorporated herein by reference to Exhibit 10 to our Post-Effective Amendment No. 1 to Form S-8).
10.20	First Amendment to Big Lots, Inc. Amended and Restated Director Stock Option Plan, effective August 20, 2002 (incorporated herein by reference to Exhibit 10(d) to our Form 10-Q for the quarter ended August 3, 2002).
10.21	Amendment to Big Lots, Inc. Amended and Restated Director Stock Option Plan, effective March 5, 2008 (incorporated herein by reference to Exhibit 10.5 to our Form 10-Q for the quarter ended May 3, 2008).
10.22	Form of Option Award Agreement under the Big Lots, Inc. Amended and Restated Director Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated September 9, 2004).
10.23	Big Lots 2006 Bonus Plan, as amended and restated effective May 29, 2014 (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated May 29, 2014).
10.24	Big Lots Savings Plan (incorporated herein by reference to Exhibit 10.8 to our Form 10-K for the year ended January 29, 2005).
10.25*	Big Lots Supplemental Savings Plan, as amended and restated effective December 31, 2015.
10.26	Big Lots Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10.10 to our Form 10-K for the year ended January 29, 2005).
10.27*	Big Lots Supplemental Defined Benefit Pension Plan, as amended and restated effective December 31, 2015.
10.28	Big Lots Executive Benefit Plan (incorporated herein by reference to Exhibit 10(m) to our Form 10-K for the year ended January 31, 2004).
10.29	First Amendment to Big Lots Executive Benefit Plan (incorporated herein by reference to Exhibit 10.11 to our Form 10-Q for the quarter ended November 1, 2008).
10.30	Employment Agreement with David J. Campisi (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated April 29, 2013).
10.31	Executive Employment Agreement with David J. Campisi (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated March 17, 2015).
10.32	Second Amended and Restated Employment Agreement with Lisa M. Bachmann (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated April 29, 2013).
10.33	Retirement and Consulting Agreement with Steven S. Fishman (incorporated herein by reference to Exhibit 10.10 to our Form 8-K dated April 29, 2013).
10.34	Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.12 to our Form 10-Q for the quarter ended November 1, 2008).

78

10.35	Form of Executive Severance Agreement (incorporated herein by reference to Exhibit 10.13 to our Form 10-Q for the quarter ended November 1, 2008).
10.36	Form of Senior Executive Severance Agreement (incorporated herein by reference to Exhibit 10.14 to our Form 10-Q for the quarter ended November 1, 2008).
10.37	Big Lots Executive Severance Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated August 28, 2014).
10.38	Form of Big Lots Executive Severance Plan Acknowledgement and Agreement (incorporated by reference to Exhibit 10.2 to our Form 8-K dated August 28, 2014).
10.39	Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc. and Big Lots Canada, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated July 22, 2011).
10.40	First Amendment to Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc. and Big Lots Canada, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 30, 2013).
10.41	Second Amendment to Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 28, 2015).
10.42	Security Agreement between Big Lots Stores, Inc. and Big Lots Capital, Inc. (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated October 29, 2004).
10.43	Stock Purchase Agreement between KB Acquisition Corporation and Consolidated Stores Corporation (incorporated herein by reference to Exhibit 2(a) to our Form 10-Q for the quarter ended October 28, 2000).
10.44	Acquisition Agreement between Big Lots, Inc. and Liquidation World Inc. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 26, 2011).
10.45	Big Lots, Inc. Non-Employee Director Compensation Package and Share Ownership Requirements.
21*	Subsidiaries.
23*	Consent of Deloitte & Touche LLP.
24*	Power of Attorney for Jeffrey P. Berger, James R. Chambers, Marla C. Gottschalk, Cynthia T. Jamison, Philip E. Mallott, Nancy A. Reardon, Wendy L. Schoppert, and Russell E. Solt.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**	XBRL Instance Document.

79

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29^th day of March 2016.

BIG LOTS, INC.

By: /s/ David J. Campisi

David J. Campisi

Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 29^th day of March 2016.

By: /s/ David J. Campisi	/s/ Timothy A. Johnson
David J. Campisi	Timothy A. Johnson
Chief Executive Officer and President	Executive Vice President, Chief Administrative Officer and Chief Financial Officer
(Principal Executive Officer)	(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)
/s/ Jeffrey P. Berger *	/s/ Philip E. Mallott *
Jeffrey P. Berger	Philip E. Mallott
Director	Director
/s/ James R. Chambers *	/s/ Nancy A. Reardon *
James R. Chambers	Nancy A. Reardon
Director	Director
/s/ Marla C. Gottschalk *	/s/ Wendy L. Schoppert *
Marla C. Gottschalk	Wendy L. Schoppert
Director	Director
/s/ Cynthia T. Jamison *	/s/ Russell E. Solt *
Cynthia T. Jamison	Russell E. Solt
Director	Director

* The above named Directors of the Registrant execute this report by Ronald A. Robins, Jr., their attorney-in-fact, pursuant to the power of attorney executed by the above-named Directors all in the capacities indicated and on the 9^th day of March 2016, and filed herewith.

By: /s/ Ronald A. Robins, Jr.

Ronald A. Robins, Jr.

Attorney-in-Fact

80

EX-10.25

EXHIBIT 10.25

BIG LOTS

SUPPLEMENTAL SAVINGS PLAN

AMENDED AND RESTATED

EFFECTIVE AS OF DECEMBER 31, 2015

BIG LOTS

SUPPLEMENTAL SAVINGS PLAN

TABLE OF CONTENTS

		Page
PURPOSE		4
CONCEPT		4
EFFECTIVE DATE		4
ARTICLE I	PARTICIPATION
	Section 1.1 - Eligibility and Participation	5
	Section 1.2 - Conditions of Participation	5
	Section 1.3 - Election to Defer	5
	Section 1.4 - Matching Employer Contributions	6
	Section 1.5 - Deferred Accounts	6
	Section 1.6 - Statement of Accounts	7
	Section 1.7 - Special 2015 Transition Contribution	7
ARTICLE II	BENEFIT DISTRIBUTIONS FROM THE PLAN
	Section 2.1 -Time of Distributions	8
	Section 2.2 -Form of Distributions	8
	Section 2.3 - Change in Control	9
	Section 2.4 - Six Month Distribution Delay of Non-Grandfathered Amounts	9
	Section 2.5 - Withholding & Payroll Taxes	9
	Section 2.6 - Beneficiary Designation	9
ARTICLE III	WITHDRAWALS
	Section 3.1 - Hardship Withdrawals	10
	Section 3.2 - Withdrawal Procedures	10
ARTICLE IV	COMMITTEE
	Section 4.1 - Committee	11
	Section 4.2 - Committee Procedures	11
ARTICLE V	ADMINISTRATION
	Section 5.1 - Administrative Powers and Duties	12
	Section 5.2 - Expenses & Taxes	12
	Section 5.3 - Records	12
	Section 5.4 - Determinations	12
	Section 5.5 - Legal Incompetency	13
	Section 5.6 - Action by the Employer	13
	Section 5.7 - Exemption From Liability; Indemnification	13
	Section 5.8 - Nonalienation of Benefits	13
ARTICLE VI	INCLUSION AND WITHDRAWAL OF EMPLOYERS

2

	Section 6.1 - Inclusion of Employers	14
	Section 6.2 - Withdrawal of Employers	14
	Section 6.3 - Sale or Liquidation of Employers	14
	Section 6.4 - Transfer Between Participating Employers	14
ARTICLE VII	MISCELLANEOUS PROVISIONS
	Section 7.1 - Employment and Other Rights	15
	Section 7.2 - Right to Benefits	15
	Section 7.3 - Offsets to Benefits	15
	Section 7.4 - Amendment and Termination	15
	Section 7.5 -Income Inclusion Under Section 409A of the Code	16
	Section 7.6 - Claims Procedure	16
ARTICLE VIII	DEFINITIONS
	Section 8.1 - Affiliate	19
	Section 8.2 - Associate	19
	Section 8.3 - Base Compensation	19
	Section 8.4 - Beneficiary	19
	Section 8.5 - Board	19
	Section 8.6 - Change in Control	19
	Section 8.7 - Code	20
	Section 8.8 - Committee	20
	Section 8.9 - Company	20
	Section 8.10 -Compensation	20
	Section 8.11 - Deferral Agreement	20
	Section 8.12 - Deferred Account	20
	Section 8.13 - Employer	21
	Section 8.14 - ERISA	21
	Section 8.15 - Fiscal Year Compensation	21
	Section 8.16 - Grandfathered Amounts	21
	Section 8.17 - Highly Compensated Employee	21
	Section 8.18 - Matching Employer Contributions	21
	Section 8.19 - Non-Grandfathered Amounts	21
	Section 8.20 - Participant	21
	Section 8.21 - Performance Bonus	22
	Section 8.22 - Plan Year	22
	Section 8.23 - Termination	22
	Section 8.24 - Unforeseeable Emergency	22
ARTICLE IX	GENERAL PROVISIONS
	Section 9.1 - ERISA Status	23
	Section 9.2 - Compliance with Section 409A of the Code	23
	Section 9.3 - Construction	23
	Section 9.4 - Controlling Law	23
	Section 9.5 - Effect of Invalidity of Provision	23
ARTICLE X	JOINDER AGREEMENT & FORMS	24

3

BIG LOTS

SUPPLEMENTAL SAVINGS PLAN

Purpose

The purpose of this nonqualified deferred compensation plan is to promote the success of the Company and Affiliates who are participating Employers in the Plan (now known as the Big Lots Supplemental Savings Plan), by providing a means for certain Highly Compensated Employees to defer Compensation.

Concept

The Plan is designed to provide Participants with a supplemental vehicle through which to defer Compensation and related Matching Employer Contributions (if applicable) in a manner substantially similar to deferrals made pursuant to elections under the Company’s tax-qualified 401(k) plan.

The Plan is intended and designed to coordinate with the Company’s tax-qualified 401(k) plan in a manner consistent with the intent of the Company, as described below. All contributions deferred under the Plan shall be made without regard to the deferrals made with respect to the 401(k) plan and shall be treated as unfunded contributions. In no event may any Participant in the Plan defer an aggregate amount of Compensation in excess of seventy-five percent (75%) of the Participant’s Base Compensation and one hundred percent (100%) of the Participant’s Fiscal Year Compensation and/or Performance Bonus.

The Plan is an unfunded, supplemental executive deferred compensation plan structured to benefit Participants in a manner that provides incentive to improve the profitability, competitiveness and growth of the Company and Affiliates who are participating Employers in the Plan.

Effective Date

The Plan as evidenced by this document shall become effective as of December 31, 2015, and is an amendment and restatement of the Plan originally effective as of January 1, 1991, which was subsequently amended and restated on November 16, 1992, on January 1, 2003, on January 1, 2008, and again on January 1, 2014, and which may be further amended from time to time.

4

ARTICLE I

PARTICIPATION

Section 1.1 - Eligibility and Participation

Associates of an Employer who are considered Highly Compensated Employees shall be eligible to participate in the Plan not earlier than the later of the first date of their employment with the Employer and the date that the Associate is first classified as a Highly Compensated Employee of an Employer. The Committee, in its sole and final discretion, may determine which Associates who are eligible to participate in the Plan shall become Participants and the effective date of that eligibility. Notwithstanding, all Associates who were Participants in the Plan as of January 1, 2008 shall continue to participate in the Plan on and after said date.

Section 1.2 - Conditions of Participation

An Associate shall not become a Participant until he or she completes and returns a Deferral Agreement to the Committee making such elections as are required by such Deferral Agreement within the time limits imposed by the Plan and set forth in Section 1.3 of the Plan. By submitting a Deferral Agreement, each Participant shall be deemed conclusively, for all purposes, to have assented to the terms and provisions of the Plan and shall be bound thereby. Certain restrictions shall apply to those Participants who constitute “Officers” or “Directors” of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and attending regulations as adopted and interpreted by the Securities and Exchange Commission as they relate to investments (if any) in shares of the Company.

Section 1.3 - Election to Defer

(a) Each Participant must submit a completed Deferral Agreement to the Committee no later than the applicable election date set forth below.

(i) Base Compensation. A Deferral Agreement with respect to any Base Compensation for services performed during a Plan Year must be submitted no later than December 31 preceding the Plan Year in which such services will be performed.

(ii) First Year of Eligibility. In the discretion of the Committee, during a Plan Year in which an Associate first becomes a Participant in the Plan, the Deferral Agreement must be submitted to the Committee no later than thirty (30) days after the date on which the Associate first becomes eligible to participate in the Plan. Such Deferral Agreement shall be effective only with respect to Base Compensation relating to services performed after the date of such election. For purposes of this Section 1.3(a)(ii), an Associate is first eligible to participate in the Plan only if the Associate is not a participant (or eligible to participate) in any other arrangement of any Employer that would be treated as a single nonqualified deferred compensation plan along with the Plan under Treasury Regulation §1.409A-1(c)(2).

(iii) Performance Bonus. In the discretion of the Committee, a Deferral Agreement with respect to any Performance Bonus must be submitted by the date that is no later than six (6) months before the end of the performance period on which the Performance Bonus is based; provided, that in no event may an election to defer be made after such Performance Bonus has become readily ascertainable.

5

(iv) Fiscal Year Compensation. In the discretion of the Committee, a Deferral Agreement with respect to any Fiscal Year Compensation for services performed during an Employer’s fiscal year must be submitted no later than the last day of the previous fiscal year of the Employer.

(b) For each subsequent Plan Year, a Participant may amend his or her existing elections by submitting a new Deferral Agreement no later than the latest date for which an election to defer may be made, as provided in Section 1.3(a) of the Plan. An election by a Participant that has not been amended pursuant to this Section 1.3(b) shall be deemed to be a new election for the subsequent Plan Year.

(c) The minimum annual amount that a Participant shall elect to defer under the Plan for any Plan Year shall not be less than $1,000.

Section 1.4 - Matching Employer Contributions

Each Employer shall cause Matching Employer Contributions to be credited to a Participant’s Deferred Account under the Plan, to the extent determined by the Board and in an amount as the Board, in its sole discretion, determines to be appropriate. Matching Employer Contributions shall vest according to the following schedule:

Years of Vesting Service at Termination	Vested Percentage of Matching Employee Contributions
Less than 2	0%
2	25%
3	50%
4	75%
5 or more	100%

Notwithstanding the foregoing, a Participant shall be fully vested in any unvested Matching Employer Contributions in the event of the Participant’s Termination due to death, disability or retirement. For purposes of the Plan, the determination of whether a Participant is disabled or has retired shall be made by reference to the Big Lots Savings Plan.

Section 1.5 - Deferred Accounts

(a) All Compensation deferred under the Plan and Matching Employer Contributions, if any, shall be credited to the Participant’s Deferred Account in the same manner as though contributed as permissible salary deferrals or matching contributions to the tax-qualified 401(k) plan. Separate Deferred Accounts shall be created and maintained for each Participant to reflect the appropriate allocation of deferred Compensation and Matching Employer Contributions to the accounts and investment funds maintained for the Participant. Such accounts and investment funds shall be established solely for recordkeeping purposes, shall not be required to be informally or formally funded or held in specific investments or as separated assets, and shall meet all of the requirements of Section 7.2 hereof as pertinent to unfunded, nonqualified deferred compensation

6

plans. Credits and charges shall be made to the Deferred Accounts as described in subsections (b) and (c) of this Section 1.5.

(b) The Committee may, for administrative purposes, establish unit values for one or more investment funds (or any portion thereof) and maintain the accounts setting forth each Participant’s interest in such investment fund (or any portion thereof) in terms of such units, all in accordance with such rules and procedures that the Committee shall deem fair, equitable and administratively feasible. A Participant’s interest in an investment fund (or any portion thereof) in the event a unit account is established shall be determined by multiplying the then value of a unit in said investment fund (or any portion thereof) by the number of units then credited to the Participant’s Deferred Account.

(c) To extent authorized by the Board, a Participant shall have the authority to make investment elections with respect to deferred Compensation and any Matching Employer Contributions in a manner as prescribed by the Committee, including but not limited to electronic and telephonic means. Such investment authority, however, shall not give ownership rights to the Participant of his or her Deferred Account, but said Deferred Account shall continue to be owned and held in the name of the applicable Employer and subject to creditors’ rights as described in Section 7.2 of the Plan.

Section 1.6 - Statement of Accounts

The Committee shall cause to be provided to each Participant (or Beneficiary as applicable), as soon as practical after the close of each calendar quarter, a statement in such form as the Company deems desirable, setting forth the Participant’s current Deferred Account balances.

Section 1.7 - Special 2015 Transition Contribution

Each Employer shall cause a “Special 2015 Transition Contribution” to be credited to a Participant’s Deferred Account under the Plan provided that such Participant is a Highly Compensated Employee as of December 31, 2015, who is employed by such Employer on December 31, 2015 (including a Participant who is on an approved leave of absence or layoff on that date), and who participated in the Big Lots Defined Benefit Pension Plan on December 31, 2015. The Special 2015 Transition Contribution shall equal 20% of an eligible Participant’s Compensation (as defined under the Big Lots Defined Benefit Pension Plan) for the 2015 calendar year. The Special 2015 Transition Contribution shall be fully vested at all times.

7

ARTICLE II

BENEFIT DISTRIBUTIONS FROM THE PLAN

Section 2.1 -Time of Distributions

(a) Unless the Participant has elected a different time of payment with regard to a Deferred Subaccount pursuant to Section 2.1(b) and except as provided in Section 2.5, a Participant’s Deferred Subaccount will be paid (or begin to be paid) within ninety (90) days after a Participant’s Termination.

(b) Notwithstanding the foregoing, with respect to each Non-Grandfathered Deferred Subaccount of a Participant, the Participant may elect to receive (or begin to receive) a distribution of the applicable Deferred Subaccount as soon as administratively feasible, but no later than 90 days, following the date designated by the Participant on a properly submitted Deferral Agreement (unless payment delay is required pursuant to Section 2.5).

(c) Notwithstanding any election to the contrary, all Deferred Accounts shall be distributed within 90 days following the Participant’s death.

Section 2.2 -Form of Distributions

(a) Unless the Participant has elected a different form of payment with regard to a Deferred Subaccount pursuant to Section 2.2(b), distributions from the Plan shall be paid in a lump sum cash settlement; provided, however, that Participants subject to Section 16 of the Exchange Act shall receive their distributions in a manner that complies with the requirements of the Exchange Act.

(b) Notwithstanding the foregoing, with respect to each Non-Grandfathered Deferred Subaccount of a Participant, the Participant may elect to receive distribution of the applicable Deferred Subaccount in annual installment payments payable over the number of years (not to exceed 10 years) specified by the Participant in a properly submitted Deferral Agreement. Installment payments shall be treated as a single payment within the meaning of Code §409A.

Section 2.3 - Changes to the Elected Time and Form of Distribution for Non-Grandfathered Accounts

A Participant may elect to change the time or form of distribution of such Participant’s Non-Grandfathered Deferred Subaccount(s) to any other time permitted under Section 2.1 and or form of payment permitted under Section 2.2 by filing a new Deferral Agreement with the Committee specifying the new form or time for payment; provided, however, that (a) such change may not take effect until at least 12 months after the date on which the election is made, (b) the payment with respect to which such election is made must be deferred (other than a distribution upon death, Change in Control or an Unforeseeable Emergency) for at least five years from the date such payment would otherwise be paid, and (c) any such election affecting a distribution at a specified time or pursuant to a fixed schedule may not be made less than 12 months before the date the lump sum or first installment was scheduled to be paid. Any election to change the timing of a scheduled distribution for a Deferred Subaccount must delay all payments for that Deferred Subaccount.

8

Section 2.4 - Change in Control

In the event that a Change in Control of the Company occurs, the Committee shall cause an immediate lump sum distribution of the Deferred Accounts (whether or not vested) under the Plan to be made to all Participants within ninety (90) days following the occurrence of the Change in Control.

Section 2.5 - Six Month Distribution Delay of Non-Grandfathered Amounts

If a Participant is a “specified employee,” within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees, on the date of his or her Termination, no portion of any Non-Grandfathered Amounts payable in connection with the Participant’s Termination shall be paid during the the six (6) month period following such Termination (except in the event of the Participant’s death). Any payments that are suspended pursuant to this Section 2.5 shall be paid as soon as administratively practicable after the expiration of such six (6) month period.

Section 2.6 - Withholding & Payroll Taxes

The Employer shall have the power and the right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising under the Plan. This amount may be: (i) withheld from other amounts due to the Participant; (ii) withheld from any payment being made to a Participant under this Plan; or (iii) collected directly from the Participant. Determinations by the Committee as to withholding shall be binding on the Participant and any applicable Beneficiary.

Section 2.7 - Beneficiary Designation

Each Participant may from time to time designate any person or persons (who may be designated contingently or successively and who may be an entity other than a natural person) as their Beneficiary or Beneficiaries to whom Plan benefits are paid if the Participant dies before receipt of all such benefits. Such Beneficiary designation(s) shall not be subject to the surviving spouse limitations/requirements applicable to tax-qualified retirement plans. Each Beneficiary designation shall be filed in the written form prescribed by the Committee and will be effective only when filed with the Committee during the Participant’s lifetime. Each written Beneficiary designation filed shall cancel all Beneficiary designations previously filed with the Committee. A Participant may revoke a Beneficiary designation only by filing with the Committee, during the Participant’s lifetime, either a superseding Beneficiary designation, or such other writing in a form and manner prescribed by the Committee. The revocation of a Beneficiary designation shall not require the consent of the designated Beneficiary(ies).

If any Participant is not survived by a Beneficiary as designated above, any death benefit payable hereunder shall be paid to the executor or administrator of the Participant’s estate.

A surviving Beneficiary of a Participant may designate a Beneficiary to whom Plan benefits are to be paid if (a) the Beneficiary’s death occurs before receipt of all benefits otherwise payable, and (b) without survival of a secondary Beneficiary appointed by the Participant. If such a surviving Beneficiary dies before receiving the entire death benefit and has not designated a Beneficiary (or such Beneficiary has died), the remainder of such benefits shall be paid to the executor or administrator of such Beneficiary’s estate.

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ARTICLE III

WITHDRAWALS

Section 3.1 - Hardship Withdrawals

A participant may request a distribution from all or part of his or her Deferred Account upon the occurrence of an Unforeseeable Emergency. The amount of this distribution, however, may not be greater than the amount reasonably necessary to satisfy the emergency need or, if less, the value of the Participant’s Deferred Account as of the distribution date. As a condition of receiving a distribution under this Section 3.1, the Participant must file a written application with the Committee specifying the nature of the Unforeseeable Emergency and the amount needed to address that circumstance and supplying any other information the Committee, in its discretion, may need to ensure that the conditions specified in this Section 3.1 are satisfied. Notwithstanding the foregoing, a distribution on account of an Unforeseeable Emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the Plan.

Any deferrals by a Participant who obtains a hardship distribution pursuant to Treasury Regulation §1.401(k)-(d)(3) from a tax-qualified defined contribution plan of any Employer will be cancelled following the date of such distribution. A Participant whose deferrals have been cancelled pursuant to this Section 3.1 may elect to make later deferrals of his or Compensation only in accordance with Section 1.3 of the Plan.

Section 3.2 - Withdrawal Procedures

The Committee shall from time to time adopt the necessary procedures to be followed in the event a Participant seeks to elect a hardship withdrawal under Section 3.1. All procedures instituted by the Committee shall be binding upon the Participant.

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ARTICLE IV

COMMITTEE

Section 4.1 - Committee

The retirement committee of the Company’s tax-qualified 401(k) plan shall be the Committee of the Plan in accordance with the intention of the Board, as expressed herein.

Section 4.2 - Committee Procedures

A Committee member who at any time hereunder is a Participant shall not have any vote in any decision under the Plan made primarily with respect to such Committee member or such member’s or administrator’s benefits hereunder. In this event, the decision shall be made by a majority of the Committee members or if the Plan is administrated by one individual, then by the Board.

All actions of the Committee shall be by majority vote and may be taken with or without a meeting. If taken without a meeting, the action shall be in writing and signed by a majority of the members.

In the event of any disagreement among the Committee members at any time acting hereunder and authorized to act with respect to any matter, the decision of the majority of said Committee members shall be controlling and shall be binding and conclusive upon the Committee, the Participants, and their Beneficiaries and upon the respective successors, assigns, executors, administrators, heirs, next-of-kin and distributees of all the foregoing.

Subject to the provisions of this Section 4.2, each additional and each successor Committee member at any time acting hereunder shall have all of the rights and powers (including discretionary rights and powers) and all of the privileges and immunities hereby conferred upon the initial Committee members hereunder, and all of the duties and obligations so imposed upon the initial Committee members hereunder.

Except as otherwise may be required by any applicable law, no Committee member at any time acting hereunder shall be required to give any bond or other security for the faithful performance of duties as such Committee member.

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ARTICLE V

ADMINISTRATION

Section 5.1 - Administrative Powers and Duties

The Board shall designate such officer(s) of the Company to be the authorized administrator of the Plan and to have the primary administrative responsibility with respect to the Plan in coordination with and under the direction of the Committee. The administrator shall serve at the pleasure of the Board and the Committee and shall administer the Plan. All policy and administrative functions shall be the full and total responsibility of the administrator who shall perform said functions under the direction of the Committee. The administrator shall interpret the provisions of the Plan where necessary and may adopt procedures for the administration of the Plan that are consistent with the provisions of the Plan.

The Committee may retain auditors, accountants, recordkeepers, legal counsel, consultants and other counsel, including persons acting in a similar capacity for an Employer and who may be Associates, to assist in the administration of the Plan. The opinion of any such counsel shall be full and complete authority and protection in respect to any action taken, suffered or omitted by the Committee or administrator designated by the Board in good faith and in accordance with such opinion.

Section 5.2 - Expenses & Taxes

The Employer shall pay the reasonable expenses incurred by the Committee and others performing services relative to the administration of the Plan, including the fees and compensation of the persons referred to in Section 5.1.

Any gains or losses attributable to the Deferred Account of the Participants shall be gains or losses attributable to the Employer and shall be income of the Employer.

Section 5.3 - Records

The Employers and the Committee shall each keep such records and shall each give reasonable notice to the other of such information, that shall be proper, necessary or desirable to effectuate the purposes of the Plan, including, without in any manner limiting the generality of the foregoing, records and information with respect to deferral elections, Deferred Accounts, dates of employment and terminations, and determinations made hereunder. In addition, the Employer and the Committee shall be protected in acting upon any notice or other communication purporting to be signed by any person and reasonably believed to be genuine and accurate, including the Participant’s current mailing address.

Section 5.4 - Determinations

All determinations hereunder made by the Company or the Committee shall be made in the sole and absolute final discretion of the Company or of the Committee, as the case may be.

In the event that any dispute shall arise hereunder, including, without in any manner limiting the generality of the foregoing, any matter relating to the eligibility of any person to participate, the participation of any person, the amount payable to any person, and the applicability and the interpretation of the provisions of the Plan, the decision of the Committee upon such matter shall be binding and conclusive upon the Company, the Committee, the Participant, and Beneficiary(ies) and the successors, assigns, heirs and distributees of all the foregoing.

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Section 5.5 - Legal Incompetency

The Committee may direct payment either directly to an incompetent or disabled person, whether because of minority or mental or physical disability, or to the guardian of such person, or to the person having custody, without further liability on the part of the Employer, Committee, or any person, for the amounts of such payment to the person on whose account such payment is made.

Section 5.6 - Action by the Employer

Any action by an Employer under the Plan may be by resolution of the applicable board of directors (or other managing body), or by a person(s) duly authorized by resolution of said board of directors (or managing body) to take such action(s).

Section 5.7 - Exemption From Liability; Indemnification

The Committee shall be free from all liability, for acts, omissions and conduct, and for the acts, omissions and conduct of duly appointed agents, in the administration of the Plan, except for those acts or omissions and conduct resulting from willful misconduct and gross negligence.

The Company shall indemnify the Committee and any Associate, officer or director of the Company or an applicable Employer against any claims, loss, damage, expense and liability, by insurance or otherwise, reasonably incurred by the individual in connection with any action or failure to act by reason of membership on the Committee or performance of an authorized duty or responsibility for or on behalf of the Company or any applicable Employer pursuant to the Plan unless the same is judicially determined to be the result of the individual’s willful misconduct or gross negligence. Such indemnification by the Company shall be made only to the extent such expense or liability is not payable to or on behalf of such person under any liability insurance coverage. The foregoing right to indemnification shall be in addition to any other rights to which any such person may be entitled as a matter of law.

Section 5.8 - Nonalienation of Benefits

Except as otherwise provided by law, no benefit, payment or distribution under the Plan shall be subject either to the claim of any creditor of a Participant or Beneficiary(ies), or to attachment, garnishment, levy, execution or other legal or equitable process, by any creditor of such person, and no such person shall have any right to alienate, commute, anticipate or assign (either at law or equity) all or any portion of any benefit, payment or distribution under the Plan.

The Plan shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder.

In the event that any Participant’s benefits are garnished or attached by order of any court, the Committee may elect to bring an action for a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid by the Plan. During the pendency of said action, any benefits that become payable may be paid into the court as they become payable, to be distributed by the court to the recipient as it deems proper at the close of said action.

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ARTICLE VI

INCLUSION AND WITHDRAWAL OF EMPLOYERS

Section 6.1 - Inclusion of Employers

Any Affiliate that is authorized by the Board to participate in the Plan may elect to become an Employer by action of its own board of directors (or other managing body) and by entering into a Joinder Agreement, a copy of which is attached hereto as Exhibit A.

Section 6.2 - Withdrawal of Employers

The Company may, at any time in its sole discretion, determine to exclude any Employer from the Plan. Any Employer may similarly elect to discontinue its participation in the Plan at any time by giving sixty (60) days prior written notice of its intent to so withdraw.

The exclusion or withdrawal of an Employer from the Plan shall not adversely affect the administration of amounts already credited to the Deferred Account under the Plan of any Participant employed by such Employer, with respect to which amounts the Plan shall be continued until all such amounts under the Plan have been paid by the Employer or otherwise liquidated under applicable law or judicial judgment. Notwithstanding the foregoing, any exclusion of or withdrawal by an Employer shall not have any effect on elections made with respect to the Participant’s taxable year and the Company’s taxable year in which the withdrawal or exclusion occurred.

Section 6.3 - Sale or Liquidation of Employers

In the event the Company should sell or otherwise directly or indirectly dispose of sufficient interest in an Employer so that it no longer owns eighty (80) percent of such company, or an Employer is liquidated, the Company shall assume payment of such Employer’s remaining deferred compensation obligations under the Plan.

Section 6.4 - Transfer Between Participating Employers

In the event that a Participant’s employment is transferred from one participating Employer to another, the transfer shall not adversely affect the administration of amounts then credited to the Deferred Account of such Participant on, or as of the date of, transfer and the Participant’s prior participating Employer shall remain obligated to pay such deferred benefits in accordance with the provisions of the Plan in effect prior to the date of such transfer. The Participant’s new participating Employer shall become obligated under the terms of the Plan to pay any deferred compensation amounts credited to the Participant’s Deferred Account upon and after said date of transfer.

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ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 - Employment and Other Rights

Nothing contained herein shall require an Employer to continue any Participant in its employ, nor does the Plan create any rights of any Participant or Beneficiary or any obligation on the part of an Employer other than those set forth herein. The benefits payable under the Plan shall be independent of, and in addition to, any other employment agreements that may exist from time to time concerning any other compensation or benefits payable by Employers.

Section 7.2 - Right to Benefits

The sole interest of each Participant and each Beneficiary under the Plan shall be to receive the benefits provided herein as and when the same shall become due and distributable in accordance with the terms hereof and applicable elections hereunder, and neither any Participant nor any Beneficiary shall have any right, title or interest (legal or equitable) in or to any of the specific property or assets of an Employer. All benefits hereunder shall be distributed solely from the general assets of the applicable Employer and no Employer shall maintain any separate fund or other separate assets to provide any benefits hereunder. In no manner shall any property or assets of an Employer be deemed or construed through any of the provisions of the Plan to be held in trust for the benefit of any Participant or designated Beneficiary or to be collateral security for the performance of the obligations imposed by the Plan on an Employer. The rights of any Participant hereunder and any Beneficiary of the Participant shall be solely those of an unfunded and unsecured creditor in respect to the promise of an Employer to pay benefits in the future.

Section 7.3 - Offsets to Benefits

Notwithstanding any provisions of the Plan to the contrary, any Employer or the Committee may, in its sole and absolute final discretion determine and offset any amounts to be paid to a Participant under the Plan against any amounts up to $5,000 which such Participant may owe to such Employer to the extent permitted by Treasury Regulation §1.409A-3(j)(4)(xiii).

Section 7.4 - Amendment and Termination

While the Employers intend to continue the Plan indefinitely, the Plan may be amended, suspended or terminated at any time by the Board; provided, that no such amendment, suspension or termination shall adversely affect the administration of amounts already credited to Deferred Accounts under the Plan, with respect to which amounts the Plan shall continue until all deferred Compensation and applicable Matching Employer Contributions (if any) credited to Deferred Accounts under the Plan have been distributed in accordance with Article II. In the event it should be determined for any reason by an applicable agency of the federal government or by any court of competent jurisdiction that the Plan does not satisfy the exclusions of Section 201(2), Section 301(a)(3) and Section 401(a)(1) of ERISA, the Plan shall be deemed terminated as of the date of such determination unless alternative action by the Board is taken.

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Section 7.5 -Income Inclusion Under Section 409A of the Code

The Committee may accelerate the time or schedule of a distribution to a Participant to pay an amount the Participant includes in income as a result of the Plan failing to meet the requirements of Section 409A of the Code and the regulations promulgated thereunder. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with Section 409A of the Code and the regulations promulgated thereunder.

Section 7.6 - Claims Procedure

(a) Filing Claims. In general, neither Participants nor their Beneficiaries need to present a formal claim for benefits under the Plan in order to qualify for rights or benefits under the Plan. If, however, any Participant or Beneficiary (“claimant”) is not granted the rights or benefits to which the person believes him or herself to be entitled, a formal claim for benefits must be filed in accordance with this Section 7.6. A claim by any person must be presented to the Committee within the maximum time permitted by law or under regulations promulgated by the Secretary of Labor or his or her delegate pertaining to claims procedures. The claims official will, within a reasonable time, and not later than the maximum period of time specified by law or under regulation, consider the claim and will issue his or her determination thereon in writing. If the claim is granted, the appropriate distribution or payment will be made. Before deciding the claim, the claims official will review the provisions of the Plan and other relevant Plan documents, including similar claims, to ensure and verify that the claim is made in accordance with those documents and that the decision is applied consistently with regard to similarly situated claimants.

(b) Notification to Claimant. If a claim request is wholly or partially denied, the Committee will furnish to the claimant a notice of the decision within 90 days, (or if the claim is a claim on account of disability, no later than 45 days after the receipt of such claim) in writing and in a manner calculated to be understood by the claimant, which notice will contain the following information:

(i) Specific reason or reasons for the denial;

(ii) Specific references to pertinent Plan provisions upon which the denial is based;

(iii) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

(iv) An explanation of the Plan’s claims review procedure describing the steps to be taken by a claimant who wishes to submit his claims for review and the time limits applicable to such procedures;

(v) A statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination upon review; and

(vi) In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information set forth in Employee Benefits Security Administration Regulation §2560.503-1(g)(1)(v).

If special circumstances require the extension of the 45-day or 90-day period described above, the claimant will be notified before the end of the initial period of the circumstances requiring the extension

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and the date by which the claims official expects to reach a decision. Any extension for deciding a claim will not be for more than an additional 90-day period, or, if the claim is a claim on account of disability, for not more than two additional 30-day periods.

(c) Review Procedure. The claimant or his authorized representative may, with respect to any denied claim:

(i) Request a review upon a written application filed within 60 days (180 days in the case of a denial of a claim on account of disability) after receipt by the claimant of written notice of the denial of his claim;

(ii) Review and receive copies of all documents relating to the claimant’s claim for benefits, free of charge; and

(iii) Submit documents, records, issues and comments in writing.

Any request or submission will be in writing and will be directed to the Committee (or its designee). The Committee (or its designee) will have the sole responsibility for the review of any denied claim and will take all steps appropriate in the light of its findings.

(d) Decision on Review. The Committee (or its designee) will render a decision upon review not later than 60 days (45 days in the case of a claim on account of disability) after receipt of the request for review. If special circumstances (such as the need to hold a hearing on any matter pertaining to the denied claim) warrant additional time, the decision will be rendered as soon as possible, but not later than 60 days after receipt of the request for review. Written notice of any such extension will be furnished to the claimant prior to the commencement of the extension. This notice will indicate the special circumstances requiring the extension and the date by which the Committee expects to render a decision and will be provided to the claimant prior to the expiration of the initial 45-day or 60-day period. The Committee will consider all information submitted by the claimant, regardless of whether the information was part of the original claim. The decision on review will be in writing and will include:

(i) Specific reason or reasons for the decision;

(ii) Specific references to pertinent Plan provisions upon which the decision is based;

(iii) The claimant’s ability to review and receive copies of all documents relating to the claimant’s claim for benefits, free of charge;

(iv) An explanation of any voluntary review procedures describing the steps to be taken by a claimant who wishes to submit his claims for review and the time limits applicable to such procedures; and

(v) A statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

In the case of a claim on account of disability, the review of the denied claim shall be conducted by a named fiduciary who is neither the individual who made the benefit determination nor a subordinate of such person and no deference shall be given to the initial benefit determination. For issues involving medical judgment, the named fiduciary must consult with an independent health care professional who may not be the health care professional who decided the initial claim. To the extent permitted by law, the decision of the claims official (if no review is properly requested) or the decision of the review official on

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review, as the case may be, will be final and binding on all parties. No legal action for benefits under the Plan will be brought unless and until the claimant has exhausted his or her remedies under this Section 7.6.

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ARTICLE VIII

DEFINITIONS

For the purposes of the Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

Section 8.1 - Affiliate

“Affiliate” means all persons with whom the Company would be considered a single employer under Sections 414(b) and (c) of the Code.

Section 8.2 - Associate

“Associate” means an individual who is currently employed by the Company or any other Employer.

Section 8.3 - Base Compensation

“Base Compensation” means the gross base salary and annual bonus (other than any Performance Bonus or Fiscal Year Compensation) that, absent a deferral election under this Plan or any tax-qualified plan of the Company or an Affiliate, earned by a Participant in any year for services performed for the Company and/or any Affiliate.

Section 8.4 - Beneficiary

“Beneficiary” means the person, persons, or entity designated, whether by Participant election or default, to receive any death benefits payable under this Plan.

Section 8.5 - Board

“Board” means the Board of Directors of the Company.

Section 8.6 - Change in Control

“Change in Control” means the occurrence of any one of the following actions or events:

(a) With respect to Grandfathered Amounts:

(i) Any person or group (as defined in Section 13 of Exchange Act) other than the Company or an Affiliate becomes the beneficial owner of, or has the right to acquire (by contract, option, warrant, conversion of convertible securities or otherwise), twenty (20) percent or more of the outstanding common shares of the Company entitled to vote for the election of directors; or

(ii) A majority of the Board is replaced within any period of two (2) years or less by directors not approved by the majority of the directors of the Company in office at the beginning of such period, or a majority of the Board at any date consists of persons not so approved; or

(iii) The shareholders of the Company approve an agreement to merge or consolidate the Company with another company other than an Affiliate or an agreement to sell or otherwise dispose of all or substantially all of the assets to an entity other than an Affiliate.

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(b) With respect to Non-Grandfathered Amounts:

(i) The acquisition by any person, or more than one person acting as a group, of shares of the Company that, together with the shares the Company held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of all of the shares of the Company; or

(ii) A majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(iii) The acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of ownership of shares possessing thirty (30) percent or more of the total voting power of all of the shares of the Company; or

(iv) The acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of assets of the Company that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

The definition of Change in Control contained herein in this subsection (b) shall be interpreted in a manner that is consistent with the definition of “change in control event” under Section 409A of the Code and the Treasury Regulations promulgated thereunder.

Section 8.7 - Code

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

Section 8.8 - Committee

“Committee” means that person or persons appointed by the Company to represent the Company in the administration of the Plan pursuant to the provisions of Article IV.

Section 8.9 - Company

“Company” means Big Lots, Inc. (and prior to May 16, 2001, Consolidated Stores Corporation).

Section 8.10 -Compensation

“Compensation” means the Base Compensation, Fiscal Year Compensation and any Performance Bonus payable to a Participant for services performed for the Company or any other Employer.

Section 8.11 - Deferral Agreement

“Deferral Agreement” means an agreement filed by a Participant to effect deferrals of Compensation hereunder and, effective January 1, 2015, to select the time and form of payment for such deferrals. The Committee may permit or require Deferral Agreements to be submitted electronically.

Section 8.12 - Deferred Account

“Deferred Account” means the account or accounts maintained by the Committee for each Participant pursuant to Article I. A separate Deferred Account shall be maintained for each Participant.

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Additionally, separate “Deferred Subaccounts” shall be maintained to account for Non-Grandfathered Amounts and Grandfathered Amounts, to account for different distribution elections pursuant to Section 2.1 regarding the time of distribution or pursuant to Section 2.2 regarding the form of distribution, as well as any other subaccount necessary to reflect the nature of the account and various investment fund allocations of the Participant. A Participant’s Deferred Account shall be utilized solely as a device for the measurement and determination of the amounts to be distributed to or on behalf of a Participant pursuant to the Plan; provided, however, that such Deferred Account shall not constitute or be treated as a trust fund of any kind nor be deemed a funding arrangement under the Code or ERISA.

Section 8.13 - Employer

“Employer” means the Company and/or an Affiliate that participates in the Plan pursuant to Section 6.1.

Section 8.14 - ERISA

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Section 8.15 - Fiscal Year Compensation

“Fiscal Year Compensation” means “fiscal year compensation” as defined under Section 409A of the Code, relating to a period of service that is coextensive with one or more consecutive taxable years of any Employer of which no amount is paid or payable during the taxable year(s) of the Associate or Participant constituting the period of service.

Section 8.16 - Grandfathered Amounts

“Grandfathered Amounts” means the portion, if any, of a Participant’s Deferred Account that was earned and vested within the meaning of Section 409A of the Code under the Plan before January 1, 2005 and any earnings (whether actual or notional) attributable to such portion of the Participant’s Deferred Account, or to such income.

Section 8.17 - Highly Compensated Employee

“Highly Compensated Employee” means an individual who is employed by the Company or any other Employer and who is a “highly compensated employee” as that term is defined in Section 414(q) of the Code for an applicable calendar year.

Section 8.18 - Matching Employer Contributions

“Matching Employer Contributions” means contributions, if any, made by the Employer pursuant to Section 1.4 of the Plan. Any Matching Employer Contributions shall be made at the sole and final discretion of the Board.

Section 8.19 - Non-Grandfathered Amounts

“Non-Grandfathered Amounts” means the portion, if any, of a Participant’s Deferred Account that are not Grandfathered Amounts.

Section 8.20 - Participant

“Participant” means any Highly Compensated Employee who becomes a participant pursuant to Section 1.1 of the Plan and who then elects to participate in the Plan as described in Article I.

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Section 8.21 - Performance Bonus

“Performance Bonus” means compensation the amount of which, or the entitlement to which, is contingent on the satisfaction of organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months; provided that such criteria have been established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relates and the outcome is substantially uncertain at the time the criteria are established, and that constitutes “performance-based compensation” within the meaning of Treasury Regulation §1.409A-1(e).

Section 8.22 - Plan Year

“Plan Year” means the twelve (12) month period beginning each January 1 (i.e., the calendar year).

Section 8.23 - Termination

“Termination” means a termination of the relationship between a Participant and all Affiliates that would be considered a “separation from service” as defined under Section 409A of the Code and Treasury Regulation §1.409A-1(h), except that for purposes of determining whether a Termination has occurred with respect to an Affiliate, Sections 1563(a)(1), (2) and (3) of the Code (for purposes of determining a controlled group of corporations under Section 414(b) of the Code) and Treasury Regulation §1.414(c)-2 (for purposes of determining trades or businesses, whether or not incorporated, that are under common control for purposes of Section 414(c) of the Code) shall be applied without substituting the phrase “at least 50 percent” for “at least 80 percent” in each place it appears in such sections.

Section 8.24 - Unforeseeable Emergency

“Unforeseeable Emergency” means a severe financial hardship to the Participant within the meaning of Treasury Regulation §1.409A-3(i)(3) resulting from: (i) an illness or accident of the Participant or the Participant’s spouse, Beneficiary, or dependent (as defined in Section 152 of the Code, without reference to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code); (ii) loss of the Participant’s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

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ARTICLE IX

GENERAL PROVISIONS

Section 9.1 - ERISA Status

The Plan shall constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a group of Highly Compensated Employees of any Employer.

Section 9.2 - Compliance with Section 409A of the Code

It is intended that the Plan comply with Section 409A of the Code and the regulations promulgated thereunder (and any subsequent notices or guidance issued by the Internal Revenue Service), and the Plan will be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant.

Section 9.3 - Construction

In the construction of the Plan, the masculine shall include the feminine and the singular shall include the plural in all cases where such meanings would be appropriate.

Section 9.4 - Controlling Law

The law of the state of the Company’s incorporation shall be the controlling state law in all matters relating to the Plan and shall apply to the extent that it is not preempted by the laws of the United States of America.

Section 9.5 - Effect of Invalidity of Provision

If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provision had not been included.

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EX-10.27

EXHIBIT 10.27

BIG LOTS

SUPPLEMENTAL DEFINED BENEFIT PENSION PLAN

As amended and restated

Effective: December 31, 2015

BIG LOTS

SUPPLEMENTAL DEFINED BENEFIT PENSION PLAN

PREAMBLE

Effective January 1, 1996, Consolidated Stores Corporation adopted the Consolidated Stores Corporation Supplemental Defined Benefit Pension Plan, for a select group of highly compensated employees to ensure that the overall retirement pension benefit said group of highly compensated employees would receive would be equal to what the benefit would have been had the Consolidated Stores Corporation Defined Benefit Pension Plan not been amended to freeze said employees’ accrued retirement pension benefits.

Effective May 16, 2001, the name of the Company changed to Big Lots, Inc. and effective as of such date the name of this Plan changed to the Big Lots, Inc. Supplemental Defined Benefit Pension Plan. This Plan was amended and restated in its entirely effective January 1, 2003 to incorporate certain administrative changes, including the Plan name change.

The Plan was amended and restated effective January 1, 2008, January 1, 2010 and January 1, 2014. The Plan is now being amended and restated effective as of December 31, 2015 to freeze participation and benefits and to authorize the termination of the Plan effective as of that date.

This Plan is an unfunded, supplemental executive deferred compensation plan structured to benefit such employees described above in a manner that provides said employees full pension benefits and that provides the incentive for said employees to improve the profitability, competitiveness and growth of Big Lots, Inc. and its affiliates.

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ARTICLE I

DEFINITIONS

1.1 “Basic Retirement Plan” means the Big Lots Defined Benefit Pension Plan, as amended.

1.2 “Basic Retirement Benefit” means the annual benefit to which a Participant is entitled from the Basic Retirement Plan, in the form of a single life annuity commencing on his Retirement Date and ending on the first day of the month during which his death occurs. The Basic Retirement Plan Benefit assumes immediate commencement of benefits with applicable early payment reductions as may be applied under the Basic Retirement Plan.

1.3 “Beneficiary” means the person, persons or entity designated, whether by Participant election or default, to receive the Death Benefit payable under this Plan.

1.4 “Change in Control” shall mean the occurrence of any one of the following actions or events:

(a) The acquisition by any person, or more than one person acting as a group, of shares of the Company that, together with the shares of the Company held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of all of the shares of the Company; or

(b) A majority of the members of the board of directors of the Company is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors of the Company prior to the date of the appointment or election; or

(c) The acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of ownership of shares possessing thirty (30) percent or more of the total voting power of all of the shares of the Company; or

(d) The acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of assets of the Company that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

The definition of Change in Control contained herein in this subsection (b)shall be interpreted in a manner that is consistent with the definition of “change in control event” under Code Section 409A and the Treasury Regulations promulgated thereunder.

1.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.6 “Committee” means the Committee is authorized to establish Plan policy and review Plan discretionary decisions pursuant to the terms of this Plan, as described in Section 6.1 of this Plan.

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1.7 “Company” means Big Lots, Inc. (and prior to May 16, 2001, Consolidated Stores Corporation, a Delaware corporation).

1.8 “Compensation” means remuneration in the form described in Section 1.10(a) of the Basic Retirement Plan.

1.9 “Credited Service” means service as defined in Section 1.31(b) of the Basic Retirement Plan.

1.10 “Death Benefit” means the benefit provided to the Beneficiary of a deceased Participant pursuant to Section 4.3 of this Plan.

1.11 “Effective Date” means December 31, 2015, the effective date of this amended and restated Plan.

1.12 “Employer” means the Company and/or an applicable participating Related Company.

1.13 “Entitlement Date” means, with respect to any Participant, the date of such Participant’s Separation from Service that also constitutes “Normal Retirement,” “Early Retirement” or “Late Retirement,” each as defined in the Basic Retirement Plan.

1.14 “Final Average Compensation” means the average monthly Compensation of a Participant as defined in Section 1.10(b) of the Basic Retirement Plan.

1.15 “Participant” means any individual who is eligible to participate in this Plan pursuant to Article II of this Plan.

1.16 “Plan” means the Big Lots Supplemental Defined Benefit Pension Plan, the terms of which are set forth herein and as they may be amended from time to time (and prior to May 16, 2001, the Consolidated Stores Supplemental Defined Benefit Pension Plan).

1.17 “Plan Administrator” means the Company, notwithstanding the fact that certain administrative functions under or with respect to this Plan have been delegated to the Committee pursuant to the provisions of Article VII of this Plan.

1.18 “Related Company” means:

(a) For any calendar year prior to January 1, 2005, any Related Company as determined or designated as such by the Company under any prior version of this Plan, but only with respect to an employee who became a Participant in this Plan prior to January 1, 2005 under such determination or designation; and

(b) For any calendar year commencing on or after January 1, 2005, and for purposes of determining whether any employee is eligible to become a Participant after January 1, 2005, a Related Company shall mean all persons whom, along with the

4

Company, would be considered a “service recipient” within the meaning of Treasury Regulation §1.409A-1(g).

1.19 “Retirement Date” means that date a Participant is otherwise eligible to retire under the terms of the Basic Retirement Plan.

1.20 “Separation from Service” shall mean a “separation from service” of a Participant from all Employers, as that phrase is defined under Code Section 409A and Treasury Regulation §1.409A-1(h). For purposes of determining whether a “Separation from Service” has occurred with respect to an Affiliate, Code Sections 1563(a)(1), (2) and (3) (for purposes of determining a controlled group of corporations under Code Section 414(b)) and Treasury Regulation §1.414(c)-2 (for purposes of determining trades or businesses, whether or not incorporated, that are under common control for purposes of Code Section 414(c)) shall be applied by retaining the phrase “at least 80 percent” in each place it appears in such sections.

1.21 “Specified Employee” means a “specified employee” as defined under Code Section 409A and Treasury Regulation §1.409A-1(i) and as determined under the Company’s policy for determining specified employees.

1.22 “Supplemental Retirement Benefit” means the benefit described in Section 3.2 of this Plan calculated in the “normal form” as described in Section 7.1 of the Basic Retirement Plan.

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ARTICLE II

PARTICIPATION

2.1 An employee of an Employer who is a participant in the Basic Retirement Plan shall be eligible to participate in this Plan provided the following conditions have been met:

(a) The employee was an active participant in the Basic Retirement Plan on December 31, 1996; and

(b) The employee was a “highly compensated employee” on December 31, 1996, as that term was defined in Code Section 414(q) as in effect on December 31, 1996.

2.2 An existing employee of an Employer who was not a highly compensated employee on December 31, 1995, who subsequently becomes a highly compensated employee (determined by reference to Code Section 414(q) as in effect for the plan year of the Basic Retirement Plan in which such determination is made) shall become a Participant in this Plan on the first day of the following plan year. Notwithstanding the foregoing, in no event shall an employee become a Participant in the Plan after December 31, 2015.

2.3 Notwithstanding any other provision of this Plan to the contrary, any other employee of an Employer who is hired after March 31, 1994 or who is rehired after his prior service has been forfeited under Section 3.4(c) of the Basic Retirement Plan, and who, as a result, is not eligible to become a participant in the Basic Retirement Plan, shall not be eligible to participate in this Plan.

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ARTICLE III

ELIGIBILITY FOR AND AMOUNT OF BENEFITS

3.1 Entitlement Date: Each Participant shall be entitled to receive a Supplemental Retirement Benefit at his or her Entitlement Date.

3.2 Calculation of Supplemental Retirement Benefit. The Supplemental Retirement Benefit of each Participant as of the Participant’s Normal Retirement Date shall be calculated as follows:

(a) One percent (1%) of a Participant’s Final Average Compensation, multiplied by the Participant’s Credited Service (not to exceed 25 years); minus

(b) The greater of either:

(1) The accrued retirement pension of the Participant as determined under the Basic Retirement Plan in effect as of December 31, 1995, assuming the Participant terminated employment with the Company on March 31, 1996 or such later date that the Participant was determined to be a highly compensated employee under the terms of the Basic Retirement Plan; and

(2) The accrued retirement pension of the Participant as determined under Section 5.1 of the Basic Retirement Plan as in effect on December 31, 1995, without regard to Section 5.1(c) of the Basic Retirement Plan.

To the extent that a Participant commences benefits under the Plan as of a date other than the Participant’s Normal Retirement Date, the benefit will be adjusted to reflect early or late commencement in conformity with Sections 1.24(g), 5.2, 5.3, 5.4 and 5.5 of the Basic Retirement Plan.

A Participant’s benefit under this Section 3.2 shall be calculated based only on the Participant’s Final Average Compensation and Credited Service earned prior to December 31, 2015.

3.3 Continued Participation. An employee who becomes a Participant in this Plan shall remain a Participant until his Separation from Service with the Employer. To the extent a Participant is not entitled to a vested accrued retirement pension under the terms of the Basic Retirement Plan upon Separation from Service with the Employer other than by reason of death, disability, or retirement (as those terms are described and used in the Basic Retirement Plan), neither the Participant nor any Beneficiary nor any other person shall have a right to any benefit from this Plan with respect to such Participant.

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ARTICLE IV

FORM AND COMMENCEMENT OF BENEFITS

4.1 Time and Form of Payment

Supplemental Retirement Benefits shall be paid to Participants in a single-lump sum within ninety (90) days following such Participant’s Entitlement Date; provided, however, that the payment of Supplemental Retirement Benefits to any Specified Employee shall not be paid prior to the first business day after the date that is six (6) months following the date of the Specified Employee’s Separation from Service (or, if earlier, the Specified Employee’s death). The payment made on the first business day after the date that is six (6) months following the date of Separation from Service shall include the cumulative amount of any amounts that could not be paid or provided during such six-month period.

For purposes of clarity, the payment of Supplemental Retirement Benefits to a Participant who is not a Specified Employee shall be made as of the date described below:

(a) For a Participant whose Separation from Service occurs after the Participant has satisfied the age and service conditions for Early Retirement under the Basic Retirement Plan, the Supplemental Retirement Benefit shall be paid within ninety (90) days following the Participant’s Separation from Service.

(b) For a Participant whose Separation from Service occurs on or before the Participant’s Normal Retirement Date and before the Participant has satisfied the service conditions for Early Retirement under the Basic Retirement Plan, the Supplemental Retirement Benefit shall be paid within ninety (90) days following the Participant’s Normal Retirement Date (as defined under the Basic Retirement Plan).

(c) For a Participant whose Separation from Service occurs after satisfying the service condition for Early Retirement under the Basic Retirement Plan but before satisfying the age condition for Early Retirement, the Supplemental Retirement Benefit shall be paid within ninety (90) days following the date the Participant satisfies such age condition.

(d) For a Participant whose Separation from Service occurs after the Participant’s Normal Retirement Date, the Supplemental Retirement Benefit shall be paid within ninety (90) days following the Participant’s Separation from Service.

Notwithstanding the foregoing, if the Participant is a Specified Employee, the benefit payment timing described above shall delayed to the extent that the payment date described above would fall within the first six (6) months following the date of the Participant’s Separation from Service. In that event, the benefit shall be paid within thirty (30) days following the six (6) month anniversary of the Participant’s Separation from Service.

8

4.2 Change in Control. Notwithstanding the foregoing, all Supplemental Retirement Benefits shall become immediately payable and shall be paid in a lump-sum within ninety (90) days following a Change in Control.

4.3 Death Benefit: The Beneficiary(ies) of a deceased eligible Participant shall be entitled to a Death Benefit, payable in a lump sum within ninety (90) days after the date of the Participant’s death, calculated as follows:

(a) A lump sum amount equal to the actuarial equivalent (as that term is defined in Section 1.1 of the Basic Retirement Plan as of the date of the Participant’s death) of the Participant’s accrued Supplemental Retirement Benefit, reduced for early payment as described in Section 5.2 of the Basic Retirement Plan, and computed on the assumption that the Participant had Separated from Service on his date of death, survived to the earliest retirement age under this Plan and died on the day after that earliest retirement age; minus

(b) The death benefit determined and payable pursuant to Section 6.1(b) of the Basic Retirement Plan.

4.4    Beneficiary Designation

Each Participant may from time to time designate any person or persons (who may be designated contingently or successively and who may be an entity other than a natural person) as their Beneficiary or Beneficiaries to whom Plan benefits are paid if the Participant dies before receipt of all such benefits. Such Beneficiary designation(s) shall not be subject to the surviving spouse limitations/requirements applicable to tax-qualified retirement plans. Each Beneficiary designation shall be filed in the written form prescribed by the Committee and will be effective only when filed with the Committee during the Participant’s lifetime. Each written Beneficiary designation filed shall cancel all Beneficiary designations previously filed with the Committee. A Participant may revoke a Beneficiary designation only by filing with the Committee, during the Participant’s lifetime, either a superseding Beneficiary designation, or such other writing in a form and manner prescribed by the Committee. The revocation of a Beneficiary designation shall not require the consent of the designated Beneficiary(ies).

If any Participant is not survived by a Beneficiary as designated above, any death benefit payable hereunder shall be paid to the executor or administrator of the Participant’s estate.

A surviving Beneficiary of a Participant may designate a Beneficiary to whom Plan benefits are to be paid if (a) the Beneficiary’s death occurs before receipt of all benefits otherwise payable, and (b) without survival of a secondary Beneficiary appointed by the Participant. If such a surviving Beneficiary dies before receiving the entire death benefit and has not designated a Beneficiary (or such Beneficiary has died), the remainder of such benefits shall be paid to the executor or administrator of such Beneficiary’s estate.

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ARTICLE V

AMENDMENT AND TERMINATION

5.1 Amendment and Termination: The Company intends this Plan to be permanent but reserves the right to amend or terminate this Plan when, in its sole discretion, such amendment or termination is advisable. Any such amendment or termination shall be made pursuant to a resolution of the board of directors of the Company and shall be effective as of the date of resolution.

5.2 Liquidation. The Company reserves the right to terminate and liquidate this Plan when, in its sole discretion, such termination and liquidation is advisable. Any such termination and liquidation shall be made pursuant to the resolution of the board of directors of the Company and shall be effective as of the date of resolution, unless an earlier date is specified. No termination shall directly or indirectly deprive any Participant or Beneficiary of the payment of all or any portion of any Supplemental Retirement Benefit or Death Benefit that had commenced prior to the effective date of the resolution amending this Plan. Notwithstanding the foregoing. the Company may terminate and liquidate this Plan by distributing all vested Supplemental Retirement Benefits to Participants only under the circumstances, and in accordance with the requirements, described in Treasury Regulation §1.409A-3(ix).

5.3 The Plan shall be terminated effective as of December 31, 2015 and notwithstanding Article IV, all benefits shall be distributed in a single lump sum payable between the first and second anniversary of the date of the board resolution to irrevocably terminate the Plan.

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ARTICLE VI

COMMITTEE

6.1 The Committee shall be the same committee that administers the Basic Retirement Plan and shall administer this Plan in accordance with the intention of the board of directors of the Company as expressed herein.

6.2 No Committee member at any time hereunder who is a Participant shall have any vote in any decision of the Committee made primarily with respect to such Committee member’s benefits hereunder. All actions of the Committee may be taken with or without a meeting and shall be in writing and signed by a majority of the members of the Committee.

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ARTICLE VII

ADMINISTRATION

7.1 The Committee shall have the primary administrative responsibility with respect to this Plan. All policy and discretionary decisions as well as administrative decisions shall be the responsibility of the Committee and they shall be made in conjunction with and not inconsistent with the policy and administrative decisions made by the Committee as they relate to the Basic Retirement Plan. The Committee shall interpret the provisions of this Plan where necessary and follow procedures for the administration of this Plan that are consistent with the provisions of the Basic Retirement Plan.

7.2 Expenses incurred by the Committee and the Plan Administrator in the administration of this Plan, including the fees and compensation of suitors, actuaries, accountants, legal counsel and other counsel retained by the Committee to carry out the intent and purpose of this Plan, shall be paid by the Employer.

7.3 The Committee shall keep such records as are reasonably needed to effectuate the purposes of this Plan. Any forms needed to carry out the provisions of this Plan shall be established and maintained by the Plan Administrator.

7.4 All determinations made by the Committee, including, but not limited to, the purpose and intent of this Plan, the benefits payable under this Plan, and eligibility to participate, shall be made in the sole and absolute discretion of the Committee. Such decisions shall be binding on all Participants, Beneficiaries, successors, assigns, executors, administrators, heirs, next-of-kin, and distributees of all the foregoing.

7.5 Except as provided by law, no benefit, payment or distribution under this Plan shall be subject either to the claim of any creditor of a Participant or Beneficiary, or to attachment, garnishment, levy, execution or other legal or equitable process, by any creditor of such Participant. No such Participant shall have any right to alienate, commute, anticipate or assign all or any portion of any benefit, payment or distribution under this Plan.

7.6 Claims Procedure.

(a) Filing Claims. In general, neither Participants nor their Beneficiaries need to present a formal claim for benefits under this Plan in order to qualify for rights or benefits under this Plan. If, however, any Participant or Beneficiary (“claimant”) is not granted the rights or benefits to which the person believes him or herself to be entitled, a formal claim for benefits must be filed in accordance with this Section 7.6. A claim by any person must be presented to the Committee within the maximum time permitted by law or under regulations promulgated by the Secretary of Labor or his or her delegate pertaining to claims procedures. The claims official will, within a reasonable time, and not later than the maximum

12

period of time specified by law or under regulation, consider the claim and will issue his or her determination thereon in writing. If the claim is granted, the appropriate distribution or payment will be made. Before deciding the claim, the claims official will review the provisions of this Plan and other relevant Plan documents, including similar claims, to ensure and verify that the claim is made in accordance with those documents and that the decision is applied consistently with regard to similarly situated claimants.

(b) Notification to Claimant. If a claim request is wholly or partially denied, the Committee will furnish to the claimant a notice of the decision within 90 days, (or if the claim is a claim on account of disability, no later than 45 days after the receipt of such claim) in writing and in a manner calculated to be understood by the claimant, which notice will contain the following information:

(i) Specific reason or reasons for the denial;

(ii) Specific references to pertinent Plan provisions upon which the denial is based;

(iii) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

(iv) An explanation of this Plan’s claims review procedure describing the steps to be taken by a claimant who wishes to submit his claims for review and the time limits applicable to such procedures;

(v) A statement of the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), following an adverse determination upon review; and

(vi) In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information set forth in Employee Benefits Security Administration Regulation §2560.503-1(g)(1)(v).

If special circumstances require the extension of the 45-day or 90-day period described above, the claimant will be notified before the end of the initial period of the circumstances requiring the extension and the date by which the claims official expects to reach a decision. Any extension for deciding a claim will not be for more than an additional 90-day period, or, if the claim is a claim on account of disability, for not more than two additional 30-day periods.

13

(c) Review Procedure. The claimant or his authorized representative may, with respect to any denied claim:

(i) Request a review upon a written application filed within 60 days (180 days in the case of a denial of a claim on account of disability) after receipt by the claimant of written notice of the denial of his claim;

(ii) Review and receive copies of all documents relating to the claimant’s claim for benefits, free of charge; and

(iii) Submit documents, records, issues and comments in writing.

Any request or submission will be in writing and will be directed to the Committee (or its designee). The Committee (or its designee) will have the sole responsibility for the review of any denied claim and will take all steps appropriate in the light of its findings.

(d) Decision on Review. The Committee (or its designee) will render a decision upon review not later than 60 days (45 days in the case of a claim on account of disability) after receipt of the request for review. If special circumstances (such as the need to hold a hearing on any matter pertaining to the denied claim) warrant additional time, the decision will be rendered as soon as possible, but not later than 60 days after receipt of the request for review. Written notice of any such extension will be furnished to the claimant prior to the commencement of the extension. This notice will indicate the special circumstances requiring the extension and the date by which the Committee expects to render a decision and will be provided to the claimant prior to the expiration of the initial 45-day or 60-day period. The Committee will consider all information submitted by the claimant, regardless of whether the information was part of the original claim. The decision on review will be in writing and will include:

(i) Specific reason or reasons for the decision;

(ii) Specific references to pertinent Plan provisions upon which the decision is based;

(iii) The claimant’s ability to review and receive copies of all documents relating to the claimant’s claim for benefits, free of charge;

(iv) An explanation of any voluntary review procedures describing the steps to be taken by a claimant who wishes to submit his claims for review and the time limits applicable to such procedures; and

(v) A statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

14

In the case of a claim on account of disability, the review of the denied claim shall be conducted by a named fiduciary who is neither the individual who made the benefit determination nor a subordinate of such person and no deference shall be given to the initial benefit determination. For issues involving medical judgment, the named fiduciary must consult with an independent health care professional who may not be the health care professional who decided the initial claim. To the extent permitted by law, the decision of the claims official (if no review is properly requested) or the decision of the review official on review, as the case may be, will be final and binding on all parties. No legal action for benefits under this Plan will be brought unless and until the claimant has exhausted his or her remedies under this Section 7.6.

15

ARTICLE VIII

PARTICIPATING RELATED COMPANIES

8.1 Any Employer that is a Related Company and that is authorized by the board of directors of the Company to participate in this Plan may elect to participate by action of its own board of directors (or other managing body) and by entering into an agreement, a copy of which shall be attached hereto and made a part of this Plan.

8.2 The Company may, at any time and in its sole discretion, determine to exclude any Employer from this Plan. Any Employer may similarly elect to withdraw its participation by giving sixty (60) days prior written notice of its intent to withdraw.

8.3 A sale or liquidation of an Employer by the Company such that the Company no longer owns eighty (80) percent of such Employer, or the Employer is liquidated, the Company shall assume payment of such Employer’s remaining obligations and liabilities under this Plan.

16

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Nothing contained herein shall require the Company or any other Employer to continue any Participant in its employ, or require any Participant to continue in the employ of the Company or any other Employer, nor does this Plan create any rights of any Participant or Beneficiary or any obligations on the part of the Company or any other Employer other than those set forth herein. The benefits payable under this Plan shall be independent of, and in addition to, any other employment agreements that may exist from time to time concerning any other compensation of benefits payable by any Employer.

9.2 The sole interest of each Participant and each Beneficiary under this Plan shall be to receive the deferred compensation benefits provided herein as and when the same shall become due and payable in accordance with the terms hereof; and, neither any Participant nor any Beneficiary shall have any right, title or interest (legal or equitable) in or to any of the specific property or assets of the Company or any other Employer. All benefits hereunder shall be paid solely from the general assets of the Employers and no Employer shall maintain any separate fund or other separated assets to provide any benefits hereunder. In no manner shall any property of any Participant or Beneficiary be used as collateral security for the performance of the obligations imposed by this Plan on the Employers. The rights of a Participant or Beneficiary hereunder shall be solely those of an unfunded and unsecured creditor in respect to the promise of the Employers to make contributions to this Plan or to pay benefits to the Participant or Beneficiary in the future.

9.3 Notwithstanding any provisions of this Plan to the contrary, an Employer may in its sole and absolute discretion determine and offset any amount to be paid to a Participant under this Plan against any amount up to $5,000 that such Participant may owe to such Employer to the extent permitted by Treasury Regulation §1.409A-3(j)(4)(xiii).

9.4 The Employer shall have the power and right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising under the Plan. This amount may be: (i) withheld from other amounts due to the Participant; (ii) withheld from any payment being made to a Participant under this Plan; or (iii) collected directly from the Participant. Determinations by the Committee as to withholding shall be binding on the Participant and any applicable Beneficiary.

17

ARTICLE X

GENERAL PROVISIONS

10.1 This Plan shall constitute a plan that is unfunded and that is maintained primarily for the purpose of providing deferred compensation in the form of a retirement benefit for a select group of highly compensated employees, as determined by the board of directors of the Company in its sole and absolute discretion.

10.2 The laws of the State of Ohio shall be the controlling state law in all matters relating to this Plan and shall apply to the extent that this Plan is not preempted by any law of the United States of America.

10.3 If any provision of this Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and this Plan shall be construed and enforced as if such provision had not been included.

10.4 This Plan is intended to comply with the requirements imposed by Code Section 409A and the Treasury Regulations promulgated thereunder (and any subsequent notices or guidance issued by the Internal Revenue Service), and this Plan will be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant.

10.5 The Company may accelerate the time or schedule of a distribution to a Participant to pay an amount the Participant includes in income as a result of this Plan failing to meet the requirements of Code Section 409A and the Treasury Regulations promulgated thereunder. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A and the Treasury Regulations promulgated thereunder.

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EX-21

EXHIBIT 21

SUBSIDIARIES

Name	Jurisdiction
Big Lots Capital, Inc.	OH
Big Lots F&S, Inc.	OH
Big Lots Online LLC	OH
Big Lots Stores, Inc.	OH
BLSI Property, LLC	DE
Capital Retail Systems, Inc.	OH
Closeout Distribution, Inc.	PA
Consolidated Property Holdings, Inc.	NV
CSC Distribution, Inc.	AL
C.S. Ross Company	OH
Durant DC, LLC	OH
Great Basin LLC	DE
Industrial Products of New England, Inc.	ME
Mac Frugal's Bargains Close‑outs Inc.	DE
Midwestern Home Products, Inc.	DE
PNS Stores, Inc.	CA
Sahara LLC	DE
Sonoran LLC	DE
Tool and Supply Company of New England, Inc.	DE
West Coast Liquidators, Inc.	CA
Barn Acquisition Corporation	DE
Fashion Barn, Inc.	NY
Fashion Barn of Oklahoma, Inc.	OK
Fashion Bonanza, Inc.	NY
Midwestern Home Products Company, Ltd.	OH
Rogers Fashion Industries, Inc.	NY
SS Investments Corporation	DE
BLC LLC	DE
Liquidation Services, Inc.	DE
Liquidation World U.S.A. Holding Corp.	DE
Liquidation World U.S.A Inc.	DE
LQW Traders Inc.	DE
North American Solutions, Inc.	DE
Talon Wholesale, Inc.	DE
Big Lots eCommerce LLC	OH
AVDC, Inc.	IL

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements listed below on Form S-8 of our reports dated March 29, 2016, relating to the consolidated financial statements of Big Lots, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended January 30, 2016.

1)	Post-Effective Amendment No. 1 to Registration Statement No. 33-42502 on Form S-8 pertaining to Big Lots, Inc. Director Stock Option Plan;
2)	Post-Effective Amendment No. 1 to Registration Statement No. 33-42692 on Form S-8 pertaining to Big Lots, Inc. Supplemental Savings Plan;
3)	Post-Effective Amendment No. 2 to Registration Statement No. 33-19309 on Form S-8 pertaining to Big Lots, Inc. Savings Plan;
4)	Post-Effective Amendment No. 1 to Registration Statement No. 333-32063 on Form S-8 pertaining to Big Lots, Inc. 1996 Performance Incentive Plan;
5)	Registration Statement No. 333-140181 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan;
6)	Registration Statement No. 333-152481 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan;
7)	Registration Statement No. 333-172592 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan;
8)	Registration Statement No. 333-179836 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan; and
9)	Registration Statement No. 333-181619 on Form S-8 pertaining to the Big Lots 2012 Long-Term Incentive Plan.

/s/ DELOITTE & TOUCHE LLP

Dayton, Ohio

March 29, 2016

EX-24

EXHIBIT 24

POWER OF ATTORNEY

Each director of Big Lots, Inc. (the “Company”) whose signature appears below hereby appoints Ronald A. Robins, Jr. as the undersigned's attorney to sign, in the undersigned's name and behalf of each such director and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission (the “Commission”), the Company's Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended January 30, 2016, and likewise to sign and file with the Commission any and all amendments thereto, including any and all exhibits and other documents required to be included therewith, and the Company hereby also appoints Ronald A. Robins, Jr. as its attorney-in-fact with like authority to sign and file the Form 10-K and any amendments thereto granting to such attorneys-in-fact full power of substitution and revocation, and hereby ratifying all that any such attorneys-in-fact or their substitutes may do by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this instrument to be effective as of March 9, 2016.

Signature	Title
/s/ Jeffrey P. Berger	Director
Jeffrey P. Berger
/s/ James R. Chambers	Director
James R. Chambers
/s/ Marla C. Gottschalk	Director
Marla C. Gottschalk
/s/ Cynthia T. Jamison	Director
Cynthia T. Jamison
/s/ Philip E. Mallott	Director
Philip E. Mallott
/s/ Nancy A. Reardon	Director
Nancy A. Reardon
/s/ Wendy L. Schoppert	Director
Wendy L. Schoppert
/s/ Russell E. Solt	Director
Russell E. Solt

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

I, David J. Campisi, certify that:

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

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

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

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

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

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Dated: March 29, 2016

By: /s/ David J. Campisi

David J. Campisi

Chief Executive Officer and President

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

I, Timothy A. Johnson, certify that:

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

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

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

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

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

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Dated: March 29, 2016

By: /s/ Timothy A. Johnson

Timothy A. Johnson

Executive Vice President, Chief Administrative Officer

and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

This certification is provided pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the annual report on Form 10-K (the “Report”) for the year ended January 30, 2016, of Big Lots, Inc. (the “Company”). I, David J. Campisi, Chief Executive Officer and President of the Company, certify that:

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

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

Dated: March 29, 2016

By: /s/ David J. Campisi

David J. Campisi

Chief Executive Officer and President

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

This certification is provided pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the annual report on Form 10-K (the “Report”) for the year ended January 30, 2016, of Big Lots, Inc. (the “Company”). I, Timothy A. Johnson, Executive Vice President, Chief Administrative Officer and Chief Financial Officer of the Company, certify that:

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

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

Dated: March 29, 2016

By: /s/ Timothy A. Johnson

Timothy A. Johnson

Executive Vice President, Chief Administrative Officer

and Chief Financial Officer

XML

Document And Entity Information - USD ($)	12 Months Ended
	Jan. 30, 2016	Mar. 25, 2016	Aug. 01, 2015
Document Information [Line Items]
Entity Registrant Name	BIG LOTS INC
Entity Central Index Key	0000768835
Current Fiscal Year End Date	--01-30
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		49,683,394
Entity Public Float			$ 2,100,837,274
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2016

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Income Statement [Abstract]
Net sales	$ 5,190,582	$ 5,177,078	$ 5,124,755
Cost of sales (exclusive of depreciation expense shown separately below)	3,123,396	3,133,124	3,117,386
Gross margin	2,067,186	2,043,954	2,007,369
Selling and administrative expenses	1,708,717	1,699,764	1,664,031
Depreciation expense	122,737	119,702	113,228
Operating profit	235,732	224,488	230,110
Interest expense	(3,683)	(2,588)	(3,293)
Other income (expense)	(5,199)	0	(12)
Income from continuing operations before income taxes	226,850	221,900	226,805
Income tax expense	83,842	85,239	85,515
Income from continuing operations	143,008	136,661	141,290
Loss from discontinued operations, net of tax (expense) benefit of $(135), $13,852, and $24,046 in fiscal years 2015, 2014 and 2013, respectively	(135)	(22,385)	(15,995)
Net income	$ 142,873	$ 114,276	$ 125,295
Earnings per common share - basic
Continuing operations	$ 2.83	$ 2.49	$ 2.46
Discontinued operations	0.00	(0.41)	(0.28)
Earnings per common share - basic	2.83	2.08	2.18
Earnings per common share - diluted
Continuing operations	2.81	2.46	2.44
Discontinued operations	0.00	(0.40)	(0.28)
Earnings per common share - diluted	2.80	2.06	2.16
Cash dividends declared per common share	$ 0.76	$ 0.51	$ 0.00

XML

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Income Statement [Abstract]
Discontinued Operation, tax expense (benefit)	$ 135	$ (13,852)	$ (24,046)

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Net income	$ 142,873	$ 114,276	$ 125,295
Other comprehensive income (loss):
Foreign currency translation	0	5,022	(3,589)
Amortization of pension, net of tax benefit of $(702), $(579), and $(665), respectively	1,119	884	1,005
Valuation adjustment of pension, net of tax expense (benefit) of $1,530, $4,613, and $(1,589), respectively	(2,440)	(7,051)	2,403
Total other comprehensive loss	(1,321)	(1,145)	(181)
Comprehensive income	$ 141,552	$ 113,131	$ 125,114

XML

Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Other comprehensive income
Amortization of pension, tax	$ (702)	$ (579)	$ (665)
Valuation adjustment of pension, tax	$ 1,530	$ 4,613	$ (1,589)

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 30, 2016	Jan. 31, 2015
Current assets:
Cash and cash equivalents	$ 54,144	$ 52,261
Inventories	849,982	851,669
Other current assets	90,306	95,345
Total current assets	994,432	999,275
Property and equipment - net	559,924	550,555
Deferred income taxes	47,739	46,293
Other assets	38,275	39,768
Total assets	1,640,370	1,635,891
Current liabilities:
Accounts payable	382,277	358,932
Property, payroll, and other taxes	76,568	76,924
Accrued operating expenses	81,756	62,955
Insurance reserves	40,661	38,824
Accrued salaries and wages	72,250	47,878
Income taxes payable	24,936	2,316
Total current liabilities	678,448	587,829
Long-term obligations	62,300	62,100
Deferred rent	59,454	65,930
Insurance reserves	58,359	55,606
Unrecognized tax benefits	17,789	17,888
Other liabilities	43,550	56,988
Shareholders' equity:
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued	0	0
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 49,101 shares and 52,912 shares, respectively	1,175	1,175
Treasury shares - 68,394 shares and 64,583 shares, respectively, at cost	(2,063,091)	(1,878,523)
Additional paid-in capital	588,124	574,454
Retained earnings	2,210,239	2,107,100
Accumulated other comprehensive loss	(15,977)	(14,656)
Total shareholders' equity	720,470	789,550
Total liabilities and shareholders' equity	$ 1,640,370	$ 1,635,891

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Jan. 30, 2016	Jan. 31, 2015
Shareholders' equity:
Preferred shares - authorized shares (in shares)	2,000	2,000
Preferred shares - par value (in dollars per share)	$ 0.01	$ 0.01
Preferred shares - shares issued (in shares)	0	0
Common shares - authorized shares (in shares)	298,000	298,000
Common shares - par value (in dollars per share)	$ 0.01	$ 0.01
Common shares - shares issued (in shares)	117,495	117,495
Common shares - outstanding shares (in shares)	49,101	52,912
Treasury shares - shares (in shares)	68,394	64,583

XML

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Performance Shares [Member]	Performance Shares [Member] Common Stock [Member]	Performance Shares [Member] Treasury Stock [Member]	Performance Shares [Member] Additional Paid-in Capital [Member]	Performance Shares [Member] Retained Earnings [Member]	Performance Shares [Member] Accumulated Other Comprehensive Loss [Member]
Balance at Feb. 02, 2013	$ 758,142	$ 1,175	$ (1,677,610)	$ 551,845	$ 1,896,062	$ (13,330)
Balance (in shares) at Feb. 02, 2013		57,269,000
Treasury stock (in shares) at Feb. 02, 2013			60,226,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income	125,114	$ 0	$ 0	0	125,295	(181)
Purchases of common shares	(214)	$ 0	$ (214)	0	0	0
Purchases of common shares, (in shares)		(6,000)	6,000
Exercise of stock options	$ 4,884	$ 0	$ 5,949	(1,065)	0	0
Exercise of stock options (in shares)	213,520	214,000	(214,000)
Restricted shares vested	$ 0	$ 0	$ 1,805	(1,805)	0	0
Restricted shares vested, (in shares)		65,000	(65,000)
Tax benefit from share-based awards	123	$ 0	$ 0	123	0	0
Share activity related to deferred compensation plan	195	$ 0	$ 29	166	0	0
Share activity related to deferred compensation plan (in shares)		6,000	(6,000)
Share-based employee compensation expense	13,183	$ 0	$ 0	13,183	0	0
Balance at Feb. 01, 2014	901,427	$ 1,175	$ (1,670,041)	562,447	2,021,357	(13,511)
Balance (in shares) at Feb. 01, 2014		57,548,000
Treasury stock (in shares) at Feb. 01, 2014			59,947,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income	113,131	$ 0	$ 0	0	114,276	(1,145)
Dividends declared	(28,533)	0	0	0	(28,533)	0
Purchases of common shares	(250,671)	$ 0	$ (250,671)	0	0	0
Purchases of common shares, (in shares)		(6,122,000)	6,122,000
Exercise of stock options	$ 42,606	$ 0	$ 39,440	3,166	0	0
Exercise of stock options (in shares)	1,389,040	1,389,000	(1,389,000)
Restricted shares vested	$ 0	$ 0	$ 1,995	(1,995)	0	0
Restricted shares vested, (in shares)		70,000	(70,000)
Performance shares vested							$ 0	$ 0	$ 716	$ (716)	$ 0	$ 0
Performance share vested, (in shares)								25,000	(25,000)
Tax benefit from share-based awards	994	$ 0	$ 0	994	0	0
Share activity related to deferred compensation plan	62	$ 0	$ 38	24	0	0
Share activity related to deferred compensation plan (in shares)		2,000	(2,000)
Share-based employee compensation expense	10,534	$ 0	$ 0	10,534	0	0
Balance at Jan. 31, 2015	$ 789,550	$ 1,175	$ (1,878,523)	574,454	2,107,100	(14,656)
Balance (in shares) at Jan. 31, 2015	52,912,000	52,912,000
Treasury stock (in shares) at Jan. 31, 2015	64,583,000		64,583,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income	$ 141,552	$ 0	$ 0	0	142,873	(1,321)
Dividends declared	(39,734)	0	0	0	(39,734)	0
Purchases of common shares	(201,867)	$ 0	$ (201,867)	0	0	0
Purchases of common shares, (in shares)		(4,403,000)	4,403,000
Exercise of stock options	$ 16,283	$ 0	$ 13,149	3,134	0	0
Exercise of stock options (in shares)	450,136	450,000	(450,000)
Restricted shares vested	$ 0	$ 0	$ 3,747	(3,747)	0	0
Restricted shares vested, (in shares)		128,000	(128,000)
Performance shares vested							$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Performance share vested, (in shares)								0	0
Tax benefit from share-based awards	687	$ 0	$ 0	687	0	0
Share activity related to deferred compensation plan	23	$ 0	$ 19	4	0	0
Share activity related to deferred compensation plan (in shares)		1,000	(1,000)
Other	497	$ 0	$ 384	113	0	0
Other, (in shares)		13,000	(13,000)
Share-based employee compensation expense	13,479	$ 0	$ 0	13,479	0	0
Balance at Jan. 30, 2016	$ 720,470	$ 1,175	$ (2,063,091)	$ 588,124	$ 2,210,239	$ (15,977)
Balance (in shares) at Jan. 30, 2016	49,101,000	49,101,000
Treasury stock (in shares) at Jan. 30, 2016	68,394,000		68,394,000

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Operating activities:
Net income	$ 142,873	$ 114,276	$ 125,295
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	108,054	105,849	102,196
Deferred income taxes	(617)	22,628	(32,138)
Non-cash share-based compensation expense	13,479	10,534	13,183
Excess tax benefit from share-based awards	(1,330)	(3,776)	(123)
Non-cash impairment charge	386	3,532	21,091
Loss (gain) on disposition of property and equipment	1,464	2,759	(3,036)
Unrealized loss on fuel derivatives	4,665	0	0
Pension expense, net of contributions	(5,312)	4,190	3,378
Change in assets and liabilities, excluding effects of foreign currency adjustments:
Inventories	1,687	63,336	1,385
Accounts payable	23,345	(6,864)	(27,468)
Current income taxes	29,305	(21,549)	(28,538)
Other current assets	(12,189)	3,181	420
Other current liabilities	22,282	20,718	4,350
Other assets	3,806	3,206	10,300
Other liabilities	10,454	(3,458)	8,039
Net cash provided by operating activities	342,352	318,562	198,334
Investing activities:
Capital expenditures	(125,989)	(93,460)	(104,786)
Cash proceeds from sale of property and equipment	12,773	2,783	7,260
Other	23	(72)	31
Net cash used in investing activities	(113,193)	(90,749)	(97,495)
Financing activities:
Net proceeds from (repayments of) borrowings under bank credit facility	200	(14,900)	(94,200)
Payment of capital lease obligations	(4,433)	(2,365)	(1,089)
Dividends paid	(38,530)	(27,828)	0
Proceeds from the exercise of stock options	16,283	42,606	4,884
Excess tax benefit from share-based awards	1,330	3,776	123
Payment for treasury shares acquired	(201,867)	(250,671)	(214)
Deferred bank credit facility fees paid	(779)	0	(895)
Other	520	62	195
Net cash used in financing activities	(227,276)	(249,320)	(91,196)
Impact of foreign currency on cash	0	5,139	(1,595)
Increase (Decrease) in cash and cash equivalents	1,883	(16,368)	8,048
Cash and cash equivalents:
Beginning of period	52,261	68,629	60,581
End of period	$ 54,144	$ 52,261	$ 68,629

XML

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Jan. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

We are a unique, non-traditional, discount retailer in the United States of America (“U.S.”).  At January 30, 2016, we operated 1,449 stores in 47 states. We intend to achieve our goal of exceeding our core customer’s expectations by offering a product assortment of value-priced merchandise that is meaningful to our core customer, combined with the quality and ease of the shopping experience. Our value-priced merchandise is sourced through both traditional and close-out channels.

Basis of Presentation

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

Management Estimates

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

Fiscal Periods

Our fiscal year ends on the Saturday nearest to January 31, which results in fiscal years consisting of 52 or 53 weeks.  Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.  Fiscal year 2015 (“2015”) was comprised of the 52 weeks that began on February 1, 2015 and ended on January 30, 2016.  Fiscal year 2014 (“2014”) was comprised of the 52 weeks that began on February 2, 2014 and ended on January 31, 2015.  Fiscal year 2013 (“2013”) was comprised of the 52 weeks that began on February 3, 2013 and ended on February 1, 2014.

Segment Reporting

We manage our business based on one segment, discount retailing. All of our stores are located in the U.S.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of amounts on deposit with financial institutions, outstanding checks, credit and debit card receivables, and highly liquid investments, including money market funds, which are unrestricted to withdrawal or use and which have an original maturity of three months or less. We review cash and cash equivalent balances on a bank by bank basis in order to identify book overdrafts. Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a given bank. We reclassify book overdrafts, if any, to accounts payable on our consolidated balance sheets. Amounts due from banks for credit and debit card transactions are typically settled in less than five days, and at January 30, 2016 and January 31, 2015, totaled $28.3 million and $26.6 million, respectively.

Investments

Investment securities are classified as available-for-sale, held-to-maturity, or trading at the date of purchase. Investments are recorded at fair value as either current assets or non-current assets based on the stated maturity or our plans to either hold or sell the investment. Unrealized holding gains and losses on trading securities are recognized in earnings. Unrealized holding gains and losses on available-for-sale securities are recognized in other comprehensive income, until realized. We did not own any held-to-maturity or available-for-sale securities as of January 30, 2016 and January 31, 2015.

Merchandise Inventories

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

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

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

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

Payments Received from Vendors

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

Store Supplies

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

Property and Equipment - Net

Depreciation and amortization expense of property and equipment are recorded on a straight‑line basis using estimated service lives. The estimated service lives of our depreciable property and equipment by major asset category were as follows:

Land improvements	15 years
Buildings	40 years
Leasehold improvements	5 years
Store fixtures and equipment	5 - 7 years
Distribution and transportation fixtures and equipment	5 - 15 years
Office and computer equipment	5 years
Computer software costs	5 - 8 years
Company vehicles	3 years

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

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

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

Long-Lived Assets

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

Closed Store Accounting

We recognize an obligation for the fair value of lease termination costs when we cease using the leased property in our operations. In measuring fair value of these lease termination obligations, we consider the remaining minimum lease payments, estimated sublease rentals that could be reasonably obtained, and other potentially mitigating factors. We discount the estimated obligation using the applicable credit adjusted interest rate, which results in accretion expense in periods subsequent to the period of initial measurement. We monitor the estimated obligation for lease termination liabilities in subsequent periods and revise our estimated liabilities, if necessary. Severance and benefits associated with terminating employees from employment are recognized ratably from the communication date through the estimated future service period, unless the estimated future service period is less than 60 days, in which case we recognize the impact at the communication date. Generally all other store closing costs are recognized when incurred.

Income Taxes

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

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

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

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

Pension

Pension assumptions are evaluated each year. Actuarial valuations are used to calculate the estimated expenses and obligations related to our pension plans. We review external data and historical trends to help determine the discount rate and expected long-term rate of return. Our objective in selecting a discount rate is to identify the best estimate of the rate at which the benefit obligations would be settled on the measurement date. In making this estimate, we review rates of return on high-quality, fixed-income investments available at the measurement date and expected to be available during the period to maturity of the benefits. This process includes a review of the bonds available on the measurement date with a quality rating of Aa or better. The expected long-term rate of return on assets is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations), and correlations of returns among the asset classes that comprise the plan’s asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumption for the expected long-term rate of return is primarily based on our expectation of a long-term, prospective rate of return. Our prospective expectations on long-term rate of return and discount rate were noticeably affected by the amendments to terminate our pension plans, as further discussed in note 8.

Insurance and Insurance-Related Reserves

We are self-insured for certain losses relating to property, general liability, workers’ compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is paid by employees. We purchase stop-loss coverage to limit significant exposure in these areas. Accrued insurance-related liabilities and related expenses are based on actual claims filed and estimates of claims incurred but not reported. The estimated accruals are determined by applying actuarially-based calculations. General liability and workers’ compensation liabilities are recorded at our estimate of their net present value, using a 4% discount rate, while other liabilities for insurance-related reserves are not discounted.

Fair Value of Financial Instruments

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

Level 1, defined as observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2, defined as observable inputs other than Level 1 inputs. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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

Commitments and Contingencies

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

Revenue Recognition

We recognize sales at the time the customer takes possession of the merchandise. Sales are recorded net of discounts and estimated returns and exclude any sales tax. The reserve for merchandise returns is estimated based on our prior return experience.

We sell gift cards in our stores and issue merchandise credits, typically as a result of customer returns, on stored value cards. We do not charge administrative fees on unused gift card or merchandise credit balances and our gift cards and merchandise credits do not expire. We recognize sales revenue related to gift cards and merchandise credits when (1) the gift card or merchandise credit is redeemed in a sales transaction by the customer or (2) breakage occurs. We recognize gift card and merchandise credit breakage when we estimate that the likelihood of the card or credit being redeemed by the customer is remote and we determine that we do not have a legal obligation to remit the value of unredeemed cards or credits to the relevant regulatory authority. We estimate breakage based upon historical redemption patterns. For 2015, 2014, and 2013, we recognized in net sales on our consolidated statements of operations breakage of $0.4 million, $0.2 million, and $0.2 million, respectively, related to unredeemed gift card and merchandise credit balances that had aged at least four years beyond the end of their original issuance month. The liability for the unredeemed cash value of gift cards and merchandise credits is recorded in accrued operating expenses.

We offer price hold contracts on merchandise. Revenue for price hold contracts is recognized when the customer makes the final payment and takes possession of the merchandise. Amounts paid by customers under price hold contracts are recorded in accrued operating expenses until a sale is consummated.

Cost of Sales

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

Selling and Administrative Expenses

Selling and administrative expenses include store expenses (such as payroll and occupancy costs) and costs related to warehousing, distribution, outbound transportation to our stores, advertising, purchasing, insurance, non-income taxes, and overhead. Selling and administrative expense rates may not be comparable to those of other retailers that include warehousing, distribution, and outbound transportation costs in cost of sales. Distribution and outbound transportation costs included in selling and administrative expenses were $159.4 million, $161.1 million, and $158.9 million for 2015, 2014, and 2013, respectively.

Rent Expense

Rent expense is recognized over the term of the lease and is included in selling and administrative expenses. We recognize minimum rent starting when possession of the property is taken from the landlord, which normally includes a construction or set-up period prior to store opening. When a lease contains a predetermined fixed escalation of the minimum rent, we recognize the related rent expense on a straight-line basis and record the difference between the recognized rental expense and the amounts payable under the lease as deferred rent. We also receive tenant allowances, which are recorded in deferred incentive rent and are amortized as a reduction to rent expense over the term of the lease.

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

Certain of our leases provide for contingent rents that are not measurable at the lease inception date. Contingent rent includes rent based on a percentage of sales that are in excess of a predetermined level. Contingent rent is excluded from minimum rent but is included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable.

Advertising Expense

Advertising costs, which are expensed as incurred, consist primarily of television and print advertising, internet and social media marketing and advertising, and in-store point-of-purchase presentations. Advertising expenses are included in selling and administrative expenses. Advertising expenses were $91.5 million, $97.5 million, and $97.9 million for 2015, 2014, and 2013, respectively.

Store Pre-opening Costs

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

Share-Based Compensation

Share-based compensation expense is recognized in selling and administrative expense in our consolidated statements of operations for all awards that we expect to vest. We estimate forfeitures based on historical information.

Non-vested Restricted Stock Awards

Compensation expense for our performance-based non-vested restricted stock awards is recorded based on fair value of the award on the grant date and the estimated achievement date of the performance criteria. An estimated target achievement date is determined at the time of the award grant based on historical and forecasted performance of similar measures. We monitor the projected achievement of the performance targets at each reporting period and make prospective adjustments to the estimated vesting period when our internal models indicate that the estimated achievement date differs from the date being used to amortize expense.

Non-vested Restricted Stock Units

We expense our non-vested restricted stock units with graded vesting as a single award with an average estimated life over the entire term of the award. The expense for the non-vested restricted stock units is recorded on a straight-line basis over the vesting period.

Performance Share Units

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

CEO Performance Share Units

For the PSUs granted to our CEO during 2013, compensation expense is recorded based on fair value of the award on the grant date and the estimated achievement date of the performance criteria. An estimated target achievement date for each tranche of the award was determined at the time of the award grant based on a Monte Carlo simulation.

Stock Options

We value and expense stock options with graded vesting as a single award with an average estimated life over the entire term of the award. The expense for options with graded vesting is recorded on a straight-line basis over the vesting period. Historically, we estimated the fair value of stock options using a binomial model. The binomial model takes into account variables such as volatility, dividend yield rate, risk-free rate, contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of retirement of the option holder in computing the value of the option. Expected volatility was based on historical implied volatilities from traded options on our common shares. The dividend yield on our common shares was assumed to be zero, since we had not paid dividends at the time of our most recent stock option grants in 2013, nor did we have intentions of doing so at that time. The risk-free rate was based on U.S. Treasury security yields at the time of the grant. The expected life was determined from the binomial model, which incorporates exercise and post-vesting forfeiture assumptions based on analysis of historical data.

Earnings per Share

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

Derivative Instruments

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

Other Comprehensive Income

Our other comprehensive income includes the impact of the amortization of our pension actuarial loss, net of tax, the revaluation of our pension actuarial loss, net of tax, and the impact of foreign currency translation.

Supplemental Cash Flow Disclosures

The following table provides supplemental cash flow information for 2015, 2014, and 2013:

(In thousands)	2015			2014			2013
Supplemental disclosure of cash flow information:
Cash paid for interest, including capital leases	$	3,204		$	1,921		$	2,687
Cash paid for income taxes, excluding impact of refunds	$	56,158		$	69,919		$	122,672
Gross proceeds from borrowings under the bank credit facility	$	1,588,200		$	1,550,900		$	1,330,100
Gross payments of borrowings under the bank credit facility	$	1,588,000		$	1,565,800		$	1,424,300
Non-cash activity:
Assets acquired under capital leases	$	10,180		$	20,982		$	—
Accrued property and equipment	$	9,808		$	10,974		$	5,296
Cash flows from discontinued operations:
Net cash (used in) provided by operating activities, discontinued operations	$	(2,846	)	$	(48,339	)	$	22,312
Net cash provided by (used in) investing activities, discontinued operations	$	—		$	522		$	(5,640	)

Reclassifications

Merchandise Categories

In the first quarter of 2015, we realigned select merchandise categories to be consistent with the changes in our merchandising team and our management reporting. Specifically, we reclassified our home décor and frames departments from our former Furniture & Home Décor category to our Soft Home category. Subsequently, we changed the name of our Furniture & Home Décor category to Furniture. In order to provide comparative information, we have reclassified our net sales by merchandise category into this revised alignment for all periods presented in note 15 to the consolidated financial statements.

We periodically assess, and make minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

Deferred Taxes

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes. This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a balance sheet. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We have early adopted this guidance as of January 30, 2016 and have applied the requirements retrospectively. The adoption of this guidance resulted in the reclassification of $39.2 million from current deferred income tax assets to noncurrent deferred income tax assets on the consolidated balance sheet as of January 31, 2015. The adoption of this guidance did not have any impact on our consolidated statements of operations or cash flows.

Recent Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. The pronouncement was originally set to be effective for annual and interim reporting periods beginning after December 15, 2016. In July 2015, the FASB approved a one-year deferral of the effective date from December 15, 2016 to December 15, 2017, but will allow for early adoption as of December 15, 2016. This ASU permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the impact this guidance will have on our consolidated financial statements as well as the expected adoption method.

In February 2016, the FASB issued ASU 2016-02, Leases. The update requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

Subsequent Events

We have evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, we are not aware of any events or transactions (other than those disclosed in notes 10 and 17) that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in our consolidated financial statements.

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Property and Equipment - Net

12 Months Ended

Jan. 30, 2016

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT - NET

PROPERTY AND EQUIPMENT - NET

Property and equipment - net consist of:

(In thousands)	January 30, 2016		January 31, 2015
Land and land improvements	$	51,523	$	51,044
Buildings and leasehold improvements	840,931		838,663
Fixtures and equipment	737,169		723,723
Computer software costs	132,101		129,994
Construction-in-progress	30,974		17,632
Property and equipment - cost	1,792,698		1,761,056
Less accumulated depreciation and amortization	1,232,774		1,210,501
Property and equipment - net	$	559,924	$	550,555

Property and equipment - cost includes $31.5 million and $24.3 million at January 30, 2016 and January 31, 2015, respectively, to recognize assets from capital leases. Accumulated depreciation and amortization includes $6.2 million and $4.4 million at January 30, 2016 and January 31, 2015, respectively, related to capital leases.

During 2015, 2014, and 2013, respectively, we invested $126.0 million, $93.5 million, and $104.8 million of cash in capital expenditures and we recorded $122.7 million, $119.7 million, and $113.2 million of depreciation expense.

We incurred $0.4 million, $3.5 million, and $7.8 million in asset impairment charges in 2015, 2014, and 2013, respectively. During 2015, we wrote down the value of long-lived assets at two stores identified as part of our annual store impairment review. The charges in 2014 were primarily related to our corporate aircraft, as we made the decision to no longer own and operate corporate aircraft and entered into sales agreements for both our corporate aircraft. Additionally, we wrote down the value of long-lived assets at three stores identified as part of our annual store impairment review. The total charges in 2013 principally related to the write-down of long-lived assets related to our former Canadian operations. With no expected future cash flows from our former Canadian operations beyond the first quarter of 2014, we impaired our property and equipment to its estimated salvage value at February 1, 2014, which resulted in an impairment charge of $6.5 million, which has been included in results from discontinued operations. The remaining charges in 2013 related to our continuing operations, which principally consisted of the write-down of long-lived assets at seven stores identified as part of our annual store impairment review.

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

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Bank Credit Facility

12 Months Ended

Jan. 30, 2016

Debt Disclosure [Abstract]

BANK CREDIT FACILITY

BANK CREDIT FACILITY

On July 22, 2011, we entered into a $700 million five-year unsecured credit facility, which was first amended on May 30, 2013. On May 28, 2015, we entered into a second amendment of the credit facility that, among other things, extended its term to May 30, 2020 (as amended, the “2011 Credit Agreement”). In connection with our original entry into the 2011 Credit Agreement, we paid bank fees and other expenses in the aggregate amount of $3.0 million, which are being amortized over the term of the agreement. In connection with the 2015 amendment of the 2011 Credit Agreement, we paid additional bank fees and other expenses in the aggregate amount of $0.8 million, which are being amortized over the term of the amended agreement.

Borrowings under the 2011 Credit Agreement are available for general corporate purposes and working capital.  The 2011 Credit Agreement includes a $30 million swing loan sublimit and a $150 million letter of credit sublimit.  The interest rates, pricing and fees under the 2011 Credit Agreement fluctuate based on our debt rating.  The 2011 Credit Agreement allows us to select our interest rate for each borrowing from multiple interest rate options.  The interest rate options are generally derived from the prime rate or LIBOR.  We may prepay revolving loans made under the 2011 Credit Agreement.  The 2011 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios – a leverage ratio and a fixed charge coverage ratio.  A violation of any of the covenants could result in a default under the 2011 Credit Agreement that would permit the lenders to restrict our ability to further access the 2011 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2011 Credit Agreement. At January 30, 2016, we had $62.3 million of borrowings outstanding under the 2011 Credit Agreement and $3.2 million was committed to outstanding letters of credit, leaving $634.5 million available under the 2011 Credit Agreement.  

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Fair Value Measurements

12 Months Ended

Jan. 30, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

In connection with our nonqualified deferred compensation plan, we had mutual fund investments of $17.3 million and $16.9 million at January 30, 2016 and January 31, 2015, respectively, which were recorded in other assets. These investments were classified as trading securities and were recorded at their fair value. The fair values of mutual fund investments were Level 1 valuations under the fair value hierarchy because each fund’s quoted market value per share was available in an active market.

The fair values of our long-term obligations under our bank credit facility are estimated based on the quoted market prices for the same or similar issues and the current interest rates offered for similar instruments. These fair value measurements are classified as Level 2 within the fair value hierarchy. Given the variable rate features and relatively short maturity of the instruments underlying our long-term obligations, the carrying value of these instruments approximates the fair value.

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Leases

12 Months Ended

Jan. 30, 2016

Leases [Abstract]

LEASES

LEASES

Leased property consisted primarily of 1,394 of our retail stores and certain transportation, information technology and other office equipment. Many of the store leases obligate us to pay for our applicable portion of real estate taxes, CAM, and property insurance. Certain store leases provide for contingent rents, have rent escalations, and have tenant allowances or other lease incentives. Many of our leases contain provisions for options to renew or extend the original term for additional periods.

Total rent expense, including real estate taxes, CAM, and property insurance, charged to continuing operations for operating leases consisted of the following:

(In thousands)	2015		2014		2013
Minimum rents	$	314,605	$	314,276	$	309,935
Contingent rents	637		312		308
Total rent expense	$	315,242	$	314,588	$	310,243

Future minimum rental commitments for leases, excluding closed store leases, real estate taxes, CAM, and property insurance, at January 30, 2016, were as follows:

Fiscal Year	(In thousands)
2016	$	249,556
2017	208,306
2018	172,415
2019	127,254
2020	85,260
Thereafter	93,899
Total leases	$	936,690

We have obligations for capital leases primarily for store asset protection equipment and office equipment, included in accrued operating expenses and other liabilities on our consolidated balance sheet. Scheduled payments for all capital leases at January 30, 2016, were as follows:

Fiscal Year	(In thousands)
2016	$	5,956
2017	5,235
2018	4,532
2019	4,532
2020	4,532
Thereafter	3,886
Total lease payments	$	28,673
Less amount to discount to present value	(3,293		)
Capital lease obligation per balance sheet	$	25,380

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Shareholders' Equity

12 Months Ended

Jan. 30, 2016

Equity [Abstract]

SHAREHOLDERS' EQUITY

SHAREHOLDERS’ EQUITY

Earnings per Share

There were no adjustments required to be made to weighted-average common shares outstanding for purposes of computing basic and diluted earnings per share and there were no securities outstanding in any year presented, which were excluded from the computation of earnings per share other than antidilutive stock options, restricted stock awards, and restricted stock units. Stock options outstanding that were excluded from the diluted share calculation because their impact was antidilutive at the end of 2015, 2014, and 2013 were as follows:

(In millions)	2015	2014	2013
Antidilutive stock options excluded from dilutive share calculation	0.1	1.1	2.8

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

A reconciliation of the number of weighted-average common shares outstanding used in the basic and diluted earnings per share computations is as follows:

(In thousands)	2015	2014	2013
Weighted-average common shares outstanding:
Basic	50,517	54,935	57,415
Dilutive effect of share-based awards	447	617	543
Diluted	50,964	55,552	57,958

Share Repurchase Programs

On March 4, 2015, our Board of Directors authorized a share repurchase program providing for the repurchase of $200 million of our common shares (“2015 Repurchase Program”). The 2015 Repurchase Program was exhausted during the second quarter of 2015. During 2015, we acquired approximately 4.4 million of our outstanding common shares for $200 million under the 2015 Repurchase Program.

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

Dividends

The Company declared and paid cash dividends per common share during the periods presented as follows:

	Dividends Per Share		Amount Declared		Amount Paid
2014:			(in thousands)		(in thousands)
Second quarter	$	0.17	$	9,585	$	9,366
Third quarter	0.17		9,718		9,457
Fourth quarter	0.17		9,230		9,005
Total	$	0.51	$	28,533	$	27,828
2015:			(in thousands)		(in thousands)
First quarter	$	0.19	$	10,479	$	10,197
Second quarter	0.19		10,069		9,734
Third quarter	0.19		9,549		9,267
Fourth quarter	0.19		9,637		9,332
Total	$	0.76	$	39,734	$	38,530

The amount of dividends declared may vary from the amount of dividends paid in a period based on certain instruments with restrictions on payment, including restricted stock awards, restricted stock units, and PSUs. The payment of future dividends will be at the discretion of our Board of Directors and will depend on our financial conditions, results of operations, capital requirements, compliance with applicable laws and agreements and any other factors deemed relevant by our Board of Directors.

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Share-Based Plans

12 Months Ended

Jan. 30, 2016

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

SHARE-BASED PLANS

SHARE-BASED PLANS

Our shareholders approved the Big Lots 2012 Long-Term Incentive Plan (“2012 LTIP”) in May 2012. The 2012 LTIP authorizes the issuance of incentive and nonqualified stock options, restricted stock, restricted stock units, deferred stock awards, PSUs, stock appreciation rights, cash-based awards, and other share-based awards. We have issued nonqualified stock options, restricted stock, restricted stock units, and PSUs under the 2012 LTIP. The number of common shares available for issuance under the 2012 LTIP consists of an initial allocation of 7,750,000 common shares plus any common shares subject to the 4,702,362 outstanding awards as of March 15, 2012 under the Big Lots 2005 Long-Term Incentive Plan (“2005 LTIP”) that, on or after March 15, 2012, cease for any reason to be subject to such awards (other than by reason of exercise or settlement). The Compensation Committee of our Board of Directors (“Committee”), which is charged with administering the 2012 LTIP, has the authority to determine the terms of each award. Nonqualified stock options granted to employees under the 2012 LTIP, the exercise price of which may not be less than the fair market value of the underlying common shares on the grant date, generally expire on the earlier of: (1) the seven year term set by the Committee; or (2) one year following termination of employment, death, or disability. The nonqualified stock options generally vest ratably over a four-year period; however, upon a change in control, all awards outstanding automatically vest.

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

We previously maintained the Big Lots Director Stock Option Plan (“Director Stock Option Plan”) for non-employee directors. The Director Stock Option Plan was terminated on May 30, 2008. The Director Stock Option Plan was administered by the Committee pursuant to an established formula. Neither the Board of Directors nor the Committee exercised any discretion in administration of the Director Stock Option Plan. Grants were made annually at an exercise price equal to the fair market value of the underlying common shares on the date of grant. The annual grants to each non-employee director of an option to acquire 10,000 of our common shares became fully exercisable over a three‑year period: 20% of the shares on the first anniversary, 60% on the second anniversary, and 100% on the third anniversary. Stock options granted to non-employee directors expire on the earlier of: (1) 10 years plus one month; (2) one year following death or disability; or (3) at the end of our next trading window one year following termination. In connection with the amendment to the 2005 LTIP in May 2008, our Board of Directors amended the Director Stock Option Plan so that no additional awards may be made under that plan. Our non-employee directors did not receive any stock options in 2015, 2014, and 2013, but did, as discussed below, receive restricted stock awards under the 2012 and 2005 LTIPs.

Share-based compensation expense was $13.5 million, $10.5 million and $13.2 million in 2015, 2014, and 2013, respectively. We historically used a binomial model to estimate the fair value of stock options on the grant date. The binomial model takes into account variables such as volatility, dividend yield rate, risk-free rate, contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of retirement of the option holder in computing the value of the option. Expected volatility is based on historical and current implied volatilities from traded options on our common shares. The dividend yield on our common shares was assumed to be zero since we had not paid dividends, nor did we have any plans to do so at the time of those grants. The risk-free rate was based on U.S. Treasury security yields at the time of the grant. The expected life was determined from the binomial model, which incorporates exercise and post-vesting forfeiture assumptions based on analysis of historical data.

Non-vested Restricted Stock

The following table summarizes the non-vested restricted stock awards and restricted stock units activity for fiscal years 2013, 2014, and 2015:

	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at February 2, 2013	783,609		$	42.25
Granted	458,576		35.53
Vested	(64,784	)	37.79
Forfeited	(513,300	)	41.86
Outstanding non-vested restricted stock at February 1, 2014	664,101		$	38.34
Granted	317,641		37.81
Vested	(70,155	)	34.54
Forfeited	(166,782	)	39.87
Outstanding non-vested restricted stock at January 31, 2015	744,805		$	38.13
Granted	217,767		49.00
Vested	(128,140	)	38.42
Forfeited	(49,283	)	40.28
Outstanding non-vested restricted stock at January 30, 2016	785,149		$	40.96

The non-vested restricted stock units granted in 2014 and 2015 generally vest, and are expensed, on a ratable basis over three years from the grant date of the award, if certain threshold financial performance objectives are achieved and the grantee remains employed by us through the vesting dates.

The non-vested restricted stock awards granted to employees in prior years vest if certain financial performance objectives are achieved. If we meet a threshold financial performance objective and the grantee remains employed by us, the restricted stock will vest on the opening of our first trading window five years after the grant date of the award. If we meet a higher financial performance objective and the grantee remains employed by us, the restricted stock will vest on the first trading day after we file our Annual Report on Form 10-K with the SEC for the fiscal year in which the higher objective is met.

As of January 30, 2016, we estimated a five-year period for vesting, and therefore expensing, of all non-vested restricted stock awards granted in prior years, as we do not anticipate achieving the higher financial performance objective for any outstanding restricted stock awards.

Performance Share Units

In 2013, in connection with his appointment as CEO and President, Mr. Campisi was awarded 37,800 PSUs, which vest based on the achievement of share price performance goals, that had a weighted average grant-date fair value per share of $34.68. The PSUs have a contractual term of seven years. In 2014, Mr. Campisi’s first two tranches for a total of 25,200 PSUs vested. If the performance goals applicable to the PSUs are not achieved prior to expiration, the awards will be forfeited. A total of 12,600 PSUs remain unvested and outstanding at January 30, 2016.

In 2014 and 2015, we issued, net of forfeitures, 433,350 and 219,784 PSUs, respectively, to certain members of management, which vest if certain financial performance objectives are achieved over a three-year performance period and the grantee remains employed by us during that period. At January 30, 2016, 653,134 nonvested PSUs, excluding the awards granted to Mr. Campisi at his appointment as CEO and President, were outstanding in the aggregate. The financial performance objectives for each fiscal year within the three-year performance period are approved by the Compensation Committee of our Board of Directors during the first quarter of the respective fiscal year.

As a result of the process used to establish the financial performance objectives, we will only meet the requirements of establishing a grant date for the PSUs when we communicate the financial performance objectives for the third fiscal year of the award to the award recipients, which will then trigger the service inception date, the fair value of the awards, and the associated expense recognition period. Therefore, we have recognized no expense for these issued PSUs in 2014 and 2015. If we meet the applicable threshold financial performance objectives over the three-year performance period and the grantee remains employed by us through the end of the performance period, the PSUs will vest on the first trading day after we file our Annual Report on Form 10-K for the last fiscal year in the performance period.

We expect to begin recognizing expense related to PSUs as follows:

Issue Year	Outstanding PSUs at January 30, 2016	Expected Valuation Date	Expected Expense Period
2014	379,794	March 2016	Fiscal 2016
2015	273,340	March 2017	Fiscal 2017
Total	653,134

Board of Directors' Awards

In 2015, 2014, and 2013, we granted to each non-employee member of our Board of Directors a restricted stock award. In 2015, each had a fair value on the grant date of approximately $110,000. These awards vest on the earlier of (1) the trading day immediately preceding the next annual meeting of our shareholders or (2) the death or disability of the grantee. However, the restricted stock award will not vest if the non-employee director ceases to serve on our Board of Directors before either vesting event occurs.

Stock Options

The weighted-average fair value of stock options granted and assumptions used in the stock option pricing model for each of the respective periods were as follows:

	2013
Weighted-average fair value of stock options granted	$	12.08
Risk-free interest rates	0.8		%
Expected life (years)	4.2
Expected volatility	41.9		%
Expected annual forfeiture rate	3.0		%

During 2014 and 2015, we granted no stock options.

The following table summarizes information about our stock options outstanding and exercisable at January 30, 2016:

Range of Prices				Options Outstanding				Options Exercisable
Greater Than		Less Than or Equal to		Options Outstanding	Weighted-Average Remaining Life (Years)	Weighted-Average Exercise Price		Options Exercisable	Weighted-Average Exercise Price
$	10.01	$	20.00	12,500	0.3	$	18.18	12,500	$	18.18
20.01		30.00		10,625	1.8	28.19		10,312	28.20
30.01		40.00		707,277	3.6	35.87		338,402	35.84
$	40.01	$	50.00	444,500	2.7	42.89		345,250	42.60
				1,174,902	3.2	$	38.26	706,464	$	38.72

A summary of the annual stock option activity for fiscal years 2013, 2014, and 2015 is as follows:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (000's)
Outstanding stock options at February 2, 2013	3,029,086		$	34.49
Granted	1,159,500		35.80
Exercised	(213,520	)	22.87
Forfeited	(597,763	)	38.97
Outstanding stock options at February 1, 2014	3,377,303		$	34.88
Granted	—		—
Exercised	(1,389,040	)	30.67
Forfeited	(285,050	)	39.19
Outstanding stock options at January 31, 2015	1,703,213		$	37.59
Granted	—		—
Exercised	(450,136	)	36.17
Forfeited	(78,175	)	35.84
Outstanding stock options at January 30, 2016	1,174,902		$	38.26	3.2	$	2,431
Vested or expected to vest at January 30, 2016	1,167,905		$	38.28	3.2	$	2,411
Exercisable at January 30, 2016	706,464		$	38.72	2.7	$	1,361

The stock options granted in prior years vest in equal amounts on the first four anniversaries of the grant date and have a contractual term of seven years.  The number of stock options expected to vest was based on our annual forfeiture rate assumption.

During 2015, 2014, and 2013, the following activity occurred under our share-based compensation plans:

(In thousands)	2015		2014		2013
Total intrinsic value of stock options exercised	$	5,980	$	18,614	$	2,646
Total fair value of restricted stock vested	$	6,259	$	2,825	$	2,237
Total fair value of performance shares vested	$	—	$	1,143	$	—

The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs, at January 30, 2016 was approximately $17.8 million.  This compensation cost is expected to be recognized through January 2019 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.8 years from January 30, 2016.

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Employee Benefit Plans

12 Months Ended

Jan. 30, 2016

Compensation and Retirement Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

Pension Benefits

We maintain the Pension Plan and Supplemental Pension Plan covering certain employees whose hire date was on or before April 1, 1994. Benefits under each plan are based on credited years of service and the employee’s compensation during the last five years of employment. The Supplemental Pension Plan is maintained for certain highly compensated executives whose benefits were frozen in the Pension Plan in 1996. The Supplemental Pension Plan is designed to pay benefits in the same amount as if the participants continued to accrue benefits under the Pension Plan. We have no obligation to fund the Supplemental Pension Plan, and all assets and amounts payable under the Supplemental Pension Plan are subject to the claims of our general creditors.

On October 31, 2015, our Board of Directors approved amendments to freeze benefits and terminate the Pension Plan. The Pension Plan discontinued accruing benefits on December 31, 2015 and the termination was effective January 31, 2016. On December 2, 2015, our Board of Directors approved amendments to freeze benefits and terminate the Supplemental Pension Plan. The Supplemental Pension Plan discontinued accruing benefits on December 31, 2015 and the termination was effective December 31, 2015.

It is expected to take 15 to 24 months from the date of the approved amendment to complete the termination of the Pension Plan and Supplemental Pension Plan. The pension liability will be settled through either lump sum payments or purchased annuities. At January 30, 2016, there were approximately 800 active participants in the Pension Plan and approximately 650 terminated vested participants. The terminated vested participants can elect to begin to receive benefits at any point in the future, while the active participants will be given the opportunity to receive a lump sum at some point during 2016. All remaining participants after the lump sum distributions are completed will have their benefits placed with an annuity provider at the termination distribution date.

In addition, in the fourth quarter of 2015, when we communicated the approved amendments to the participants of the Pension Plan, we informed Pension Plan participants that we would provide for a one-time transition benefit to participants who were actively employed on December 31, 2015. We recorded a charge in selling and administrative expenses for this one-time transition benefit of $7.0 million, which will be contributed to participants’ savings plan accounts in 2016.

The components of net periodic pension expense were comprised of the following:

(In thousands)	2015			2014			2013
Service cost - benefits earned in the period	$	1,923		$	1,951		$	2,086
Interest cost on projected benefit obligation	2,444			3,218			3,041
Expected investment return on plan assets	(2,628		)	(3,219		)	(2,893		)
Amortization of prior service cost	4			(34		)	(34		)
Amortization of transition obligation	—			—			12
Amortization of actuarial loss	1,817			1,497			1,692
Curtailment loss	191			—			—
Settlement loss	1,912			1,868			83
Net periodic pension cost	$	5,663		$	5,281		$	3,987

In 2015, 2014, and 2013, we incurred pretax non-cash settlement charges of $1.9 million, $1.9 million and $0.1 million, respectively. The settlement charges were caused by lump sum benefit payments made to plan participants in excess of combined annual service cost and interest cost for each year. As a result of executing the plan termination amendments, we recorded a curtailment loss, in our income statement, of $0.2 million to immediately recognize all unrecognized past service credits.

The weighted-average assumptions used to determine net periodic pension expense were:

	2015		2014		2013
Discount rate	3.3	%	5.0	%	4.6	%
Rate of increase in compensation levels	2.8	%	3.0	%	3.5	%
Expected long-term rate of return	5.2	%	6.0	%	5.1	%

The weighted-average assumptions used to determine benefit obligations were:

	2015		2014
Discount rate	1.2	%	3.3	%
Rate of increase in compensation levels	0.0	%	2.8	%

As a result of executing the plan termination amendments, we eliminated the assumption of future compensation increases.

The following schedule provides a reconciliation of projected benefit obligations, plan assets, funded status, and amounts recognized for the Pension Plan and Supplemental Pension Plan at January 30, 2016 and January 31, 2015:

(In thousands)	January 30, 2016			January 31, 2015
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	78,187		$	64,878
Service cost	1,923			1,951
Interest cost	2,444			3,218
Plan amendments	—			217
Plan curtailments	(7,291		)	—
Benefits and settlements paid	(7,564		)	(7,857		)
Actuarial loss	7,712			15,780
Projected benefit obligation at end of year	$	75,411		$	78,187
Change in plan assets:
Fair market value at beginning of year	$	55,292		$	56,329
Actual return on plan assets	(3,025		)	5,685
Employer contributions	10,933			1,135
Benefits and settlements paid	(7,564		)	(7,857		)
Fair market value at end of year	$	55,636		$	55,292
Under funded and net amount recognized	$	(19,774	)	$	(22,895	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	(19,774	)	$	(372	)
Noncurrent liabilities	—			(22,523		)
Net amount recognized	$	(19,774	)	$	(22,895	)

As a result of executing the plan termination amendments, the pension liability and other comprehensive loss were recalculated to reflect the elimination of future compensation increases, which resulted in a decrease of $7.3 million, before tax.

The following are components of accumulated other comprehensive income and, as such, are not yet reflected in net periodic pension expense:

(In thousands)	2015			2014
Unrecognized past service credit	$	—		$	(195	)
Unrecognized actuarial loss	(26,418		)	(24,074		)
Accumulated other comprehensive loss, pretax	$	(26,418	)	$	(24,269	)

We expect to reclassify $2.5 million of the actuarial loss into net periodic pension expense during 2016. Additionally, if we are able to complete the distribution of the pension plans during 2016, we will recognize the remaining unrecognized actuarial loss into income through settlement charges.

The following table sets forth certain information for the Pension Plan and the Supplemental Pension Plan at January 30, 2016 and January 31, 2015:

	Pension Plan				Supplemental Pension Plan
(In thousands)	January 30, 2016		January 31, 2015		January 30, 2016		January 31, 2015
Projected benefit obligation	$	70,046	$	72,659	$	5,365	$	5,528
Accumulated benefit obligation	70,046		65,627		5,365		4,667
Fair market value of plan assets	$	55,636	$	55,292	$	—	$	—

During 2015, we elected to make a $10.7 million contribution to the Pension Plan. During 2014, we elected not to make a discretionary contribution to the Pension Plan. Historically, our funding policy of the Pension Plan is to make annual contributions based on advice from our actuaries and the evaluation of our cash position, but not less than the minimum required by applicable regulations. As a result of executing the plan termination amendments, we expect to make a required contribution to the Pension Plan during 2016, in order to fund the payout of the final plan termination liability.

Using the same assumptions as those used to measure our benefit obligations, the Pension Plan and the Supplemental Pension Plan benefits expected to be paid in each of the following fiscal years are as follows:

Fiscal Year	(In thousands)
2016	$	76,186
2017	—
2018	—
2019	—
2020	—
2021 - 2025	$	—

Given the amendments to terminate the pension plans, we reclassified our benefit obligations as current and have reflected all of our benefits expected to be paid in 2016, though the distribution process may extend into 2017, as mentioned above.

Historically, our overall investment strategy was to earn a long-term rate of return sufficient to meet the liability needs of the Pension Plan, within prudent risk constraints.  As a result of executing the plan termination amendments, we modified our investment strategy to appropriately reduce our exposure to short-term risks, as we intend to complete the payout of the final plan termination liability within the next year.

Historically, our assets were classified as filling either a liability-hedging or a return-seeking role within our strategy. As a result of executing the plan termination amendments, assets can generally be considered as filling one of the following roles within our new strategy: (1) liability-hedging assets, which are designed to approximate the cash payment needs of the plan’s obligation and provide downside protection, primarily invested in long maturity investment grade bonds and U.S. treasury STRIPs; or (2) cash and cash equivalents, which are maintained to meet our expectations of near-term lump sum distributions and significantly reduce our exposure to the market risks associated with bond and equity instruments. Our current target allocation is approximately 30% liability-hedging assets and 70% cash and cash equivalents. Target allocations may change over time in response to changes in plan or market conditions. All assets must have readily ascertainable market values and be easily marketable. The portfolio of assets maintains a high degree of liquidity.

The investment managers have the discretion to invest within sub-classes of assets within the parameters of their investment guidelines. Fixed income managers can adjust duration exposure as deemed appropriate given current or expected market conditions.  Additionally, the investment managers have the authority to invest in financial futures contracts and financial options contracts for the purposes of implementing hedging strategies.  There were no futures contracts owned directly by the Pension Plan at January 30, 2016 and January 31, 2015. The primary benchmark for assessing the effectiveness of the Pension Plan investments is that of the plan’s liabilities themselves. Asset class returns are also judged relative to common benchmark indices such as the Russell 3000 and Barclay's Capital Long Credit Bond. Investment results and plan funded status are monitored daily, with a detailed performance review completed on a quarterly basis.

The fair value of our Pension Plan assets at January 30, 2016 and January 31, 2015 by asset category was comprised of the following:

	January 30, 2016								January 31, 2015
(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and Cash Equivalents	$	25,035	$	25,035	$	—	$	—	$	1,096	$	1,096	$	—	$	—
Common / Collective Trusts
Long Credit	19,463		—		19,463		—		25,317		—		25,317		—
Intermediate Credit	7,380		—		7,380		—		17,972		—		17,972		—
U.S. Treasury Strips	2,778		—		2,778		—		—		—		—		—
High Yield	266		—		266		—		2,674		—		2,674		—
Global Real Estate	241		—		241		—		2,894		—		2,894		—
U.S. Equity Index	196		—		196		—		2,183		—		2,183		—
International Equities	182		—		182		—		2,034		—		2,034		—
U.S. Small Cap	95		—		95		—		1,122		—		1,122		—
Total	$	55,636	$	25,035	$	30,601	$	—	$	55,292	$	1,096	$	54,196	$	—

Savings Plans

We have a savings plan with a 401(k) deferral feature and a nonqualified deferred compensation plan with a similar deferral feature for eligible employees. We contribute a matching percentage of employee contributions. Our matching contributions are subject to Internal Revenue Service (“IRS”) regulations. For 2015, 2014, and 2013, we expensed $6.3 million, $5.9 million, and $5.7 million, respectively, related to our matching contributions. In connection with our nonqualified deferred compensation plan, we had liabilities of $17.5 million and $17.2 million at January 30, 2016 and January 31, 2015, respectively.

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Income Taxes

12 Months Ended

Jan. 30, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The provision for income taxes from continuing operations was comprised of the following:

(In thousands)	2015			2014			2013
Current:
U.S. Federal	$	73,421		$	74,235		$	81,270
U.S. State and local	10,660			12,840			14,506
Total current tax expense	84,081			87,075			95,776
Deferred:
U.S. Federal	56			(2,022		)	(8,275		)
U.S. State and local	(295		)	186			(1,986		)
Total deferred tax expense	(239		)	(1,836		)	(10,261		)
Income tax provision	$	83,842		$	85,239		$	85,515

Net deferred tax assets fluctuated by items that are not reflected in deferred tax expense in the above table, primarily related to matters associated with discontinued operations. Net deferred tax assets increased by $0.4 million in 2015, decreased by $24.3 million in 2014, and increased by $22.0 million in 2013 as a result of deferred income tax expense associated with our discontinued operations. Additionally, net deferred tax assets also increased by $0.8 million in 2015, increased by $4.0 million in 2014, and decreased by $2.3 million in 2013, principally from pension-related charges recorded in accumulated other comprehensive loss.

Reconciliation between the statutory federal income tax rate and the effective income tax rate for continuing operations was as follows:

	2015		2014		2013
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
Effect of:
State and local income taxes, net of federal tax benefit	3.0		3.8		3.6
Work opportunity tax and other employment tax credits	(1.1	)	(0.7	)	(1.0	)
Valuation allowance	—		—		—
Other, net	0.1		0.3		0.1
Effective income tax rate	37.0	%	38.4	%	37.7	%

Income tax payments and refunds were as follows:

(In thousands)	2015			2014			2013
Income taxes paid	$	56,158		$	69,919		$	122,672
Income taxes refunded	(818		)	(135		)	(551		)
Net income taxes paid	$	55,340		$	69,784		$	122,121

Deferred taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax, including income tax uncertainties. Significant components of our deferred tax assets and liabilities were as follows:

(In thousands)	January 30, 2016			January 31, 2015
Deferred tax assets:
Workers’ compensation and other insurance reserves	$	33,531		$	32,242
Compensation related	31,478			28,047
Accrued rent	23,540			26,283
Uniform inventory capitalization	18,488			17,649
Depreciation and fixed asset basis differences	10,523			9,972
Pension plans	7,815			9,086
Accrued state taxes	7,119			6,869
State tax credits, net of federal tax benefit	4,253			4,048
Accrued operating liabilities	2,189			1,751
Other	19,775			20,099
Valuation allowances	(2,419		)	(2,373		)
Total deferred tax assets	156,292			153,673
Deferred tax liabilities:
Accelerated depreciation and fixed asset basis differences	70,698			67,299
Lease construction reimbursements	15,602			15,317
Prepaid expenses	6,625			6,247
Workers’ compensation and other insurance reserves	4,329			4,203
Other	11,299			14,314
Total deferred tax liabilities	108,553			107,380
Net deferred tax assets	$	47,739		$	46,293

We have the following income tax loss and credit carryforwards at January 30, 2016 (amounts are shown net of tax excluding the federal income tax effect of the state and local items):

(In thousands)
U.S. State and local:
State net operating loss carryforwards	$	82	Expires fiscal years 2020 through 2025
California enterprise zone credits	6,245		Predominately expires fiscal year 2023
Other state credits	298		Expires fiscal years through 2025
Total income tax loss and credit carryforwards	$	6,625

Income taxes payable on our consolidated balance sheets have been reduced by the tax benefits primarily associated with share-based compensation. We receive an income tax deduction upon the exercise of non-qualified stock options and the vesting of restricted stock. Tax benefits of $0.7 million, $1.2 million, and $0.2 million in 2015, 2014, and 2013, respectively, were credited directly to shareholders' equity related to share-based compensation deductions in excess of expense recognized for these awards.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for 2015, 2014, and 2013:

(In thousands)	2015			2014			2013
Unrecognized tax benefits - beginning of year	$	14,922		$	16,650		$	16,019
Gross increases - tax positions in current year	939			898			991
Gross increases - tax positions in prior period	872			820			1,247
Gross decreases - tax positions in prior period	(430		)	(2,418		)	(532		)
Settlements	(732		)	(488		)	(4		)
Lapse of statute of limitations	(1,799		)	(566		)	(949		)
Foreign currency translation	—			26			(122		)
Unrecognized tax benefits - end of year	$	13,772		$	14,922		$	16,650

At the end of 2015 and 2014, the total amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate is $8.9 million and $9.6 million, respectively, after considering the federal tax benefit of state and local income taxes of $4.3 million and $4.7 million, respectively. Unrecognized tax benefits of $0.5 million and $0.6 million in 2015 and 2014, respectively, relate to tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The uncertain timing items could result in the acceleration of the payment of cash to the taxing authority to an earlier period.

We recognized an expense (benefit) associated with interest and penalties on unrecognized tax benefits of approximately $0.1 million, $0.5 million, and $0.5 million during 2015, 2014, and 2013, respectively, as a component of income tax expense. The amount of accrued interest and penalties recognized in the accompanying consolidated balance sheets at January 30, 2016 and January 31, 2015 was $6.1 million and $6.0 million, respectively.

We are subject to U.S. federal income tax, income tax of multiple state and local jurisdictions, and Canadian and provincial taxes. The statute of limitations for assessments on our federal income tax returns for periods prior to 2012 has lapsed. In addition, the state income tax returns filed by us are subject to examination generally for periods beginning with 2006, although state income tax carryforward attributes generated prior to 2006 and non-filing positions may still be adjusted upon examination. We have various state returns in the process of examination or administrative appeal. Generally, the time limit for reassessing returns for Canadian and provincial income taxes for periods prior to the year ended October 3, 2010 have lapsed.

We have estimated the reasonably possible expected net change in unrecognized tax benefits through January 28, 2017, based on expected cash and noncash settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations for unrecognized tax benefits.  The estimated net decrease in unrecognized tax benefits for the next 12 months is approximately $3.0 million.  Actual results may differ materially from this estimate.

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Contingencies

12 Months Ended

Jan. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS, CONTINGENCIES, AND LEGAL PROCEEDINGS

COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

On May 21, May 22 and July 2, 2012, three shareholder derivative lawsuits were filed in the U.S. District Court for the Southern District of Ohio against us and certain of our current and former outside directors and executive officers (Jeffrey Berger, David Kollat, Brenda Lauderback, Philip Mallott, Russell Solt, Dennis Tishkoff, Robert Claxton, Joe Cooper, Steven Fishman, Charles Haubiel, Timothy Johnson, John Martin, Norman Rankin, Paul Schroeder, Robert Segal and Steven Smart). The lawsuits were consolidated, and, on August 13, 2012, plaintiffs filed a consolidated complaint, which generally alleges that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The consolidated complaint asserts claims under Ohio law for breach of fiduciary duty, unjust enrichment, misappropriation of trade secrets and corporate waste and seeks declaratory relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses.

The defendants filed a motion to dismiss the consolidated complaint, which was granted by the Court in an Opinion and Order dated April 14, 2015, pursuant to which plaintiffs’ claims were all dismissed with prejudice, with the exception of their claim for corporate waste, which was dismissed without prejudice. On May 5, 2015, plaintiffs filed a Motion for Leave to File Verified Consolidated Amended Shareholder Derivative Complaint, which seeks to replead the claim for corporate waste that was dismissed without prejudice by the Court, as well as a Motion for Reconsideration and, in the Alternative, for Certification of Question of State Law to the Supreme Court of Ohio. Defendants’ responses to both motions were filed on May 29, 2015. On August 3, 2015, the Court granted Plaintiffs’ Motion for Leave to File Verified Consolidated Amended Shareholder Derivative Complaint, and Plaintiffs filed the amended complaint on the same date, asserting a claim for corporate waste. On September 30, 2015, defendants filed an answer to the amended complaint. The case is currently in discovery.

We received a letter dated January 28, 2013, sent on behalf of a shareholder demanding that our Board of Directors investigate and take action in connection with the allegations made in the derivative and securities lawsuits described above. The shareholder indicated that he would commence a derivative lawsuit if our Board of Directors failed to take the demanded action. On March 6, 2013, our Board of Directors referred the shareholder’s letter to a committee of independent directors to investigate the matter. That committee, with the assistance of independent outside counsel, investigated the allegations in the shareholder’s demand letter and, on August 28, 2013, reported its findings to our Board of Directors along with its recommendation that the Board reject the shareholder’s demand. Our Board of Directors unanimously accepted the recommendation of the demand investigation committee and, on September 9, 2013, outside counsel for the committee sent a letter to counsel for the shareholder informing the shareholder of the Board’s determination. On October 18, 2013, the shareholder filed a derivative lawsuit in the U.S. District Court for the Southern District of Ohio against us and each of the current and former outside directors and executive officers named in the 2012 shareholder derivative lawsuit. The plaintiff’s complaint generally alleges that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The complaint asserts claims under Ohio law for breach of

fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste and misappropriation of trade secrets and seeks damages, injunctive relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses.

The defendants filed a motion to dismiss the complaint, which was granted by the Court in an Opinion and Order dated April 14, 2015, which dismissed the plaintiff’s claims with prejudice with the exception of his claim for corporate waste and his assertion that our Board of Directors wrongfully rejected his demand to take action against the individually named defendants. On May 5, 2015, the Court so ordered the parties’ stipulation, staying plaintiff’s time to seek leave to amend his complaint in order to make a request to inspect the Company’s books and records pursuant to Ohio Revised Code §1701.37, and plaintiff served that request for inspection on May 8, 2015. On August 17, 2015 plaintiff filed an Amended Verified Shareholder Derivative Complaint. On September 30, 2015, defendants moved to dismiss the amended complaint. As of November 20, 2015 the motion was fully briefed and awaits decision.

On July 9, 2012, a putative securities class action lawsuit was filed in the U.S. District Court for the Southern District of Ohio on behalf of persons who acquired our common shares between February 2, 2012 and April 23, 2012. This lawsuit was filed against us, Lisa Bachmann, Mr. Cooper, Mr. Fishman and Mr. Haubiel. The complaint in the putative class action generally alleges that the defendants made statements concerning our financial performance that were false or misleading. The complaint asserts claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 and seeks damages in an unspecified amount, plus attorneys’ fees and expenses. The lead plaintiff filed an amended complaint on April 4, 2013, which added Mr. Johnson as a defendant, removed Ms. Bachmann as a defendant, and extended the putative class period to August 23, 2012. On May 6, 2013, the defendants filed a motion to dismiss the putative class action complaint. On January 21, 2016, the Court granted in part and denied in part the defendants’ motion to dismiss, allowing some claims to move forward. The case is entering the early stages of discovery.

On February 10, 2014, a shareholder derivative lawsuit was filed in the Franklin County Common Pleas Court in Columbus, Ohio, against us and certain of our current and former outside directors and executive officers (David Campisi, Steven Fishman, Joe Cooper, Charles Haubiel, Timothy Johnson, Robert Claxton, John Martin, Norman Rankin, Paul Schroeder, Robert Segal, Steven Smart, David Kollat, Jeffrey Berger, James Chambers, Peter Hayes, Brenda Lauderback, Philip Mallott, Russell Solt, James Tener and Dennis Tishkoff). The plaintiff’s complaint generally alleges that the individual defendants traded in our common shares based on material, nonpublic information concerning our guidance for fiscal 2012 and the first quarter of fiscal 2012 and the director defendants failed to suspend our share repurchase program during such trading activity. The complaint also alleges that we and various individual defendants made false and misleading statements regarding our Canadian operations prior to our announcement on December 5, 2013 that we were exiting the Canadian market. The complaint asserts claims under Ohio law for breach of fiduciary duty, unjust enrichment, waste of corporate assets and misappropriation of insider information and seeks damages, injunctive relief and disgorgement to us of proceeds from any wrongful sales of our common shares, plus attorneys’ fees and expenses. At the parties’ request, the court has stayed this lawsuit until after the judge in the federal lawsuits discussed in the preceding paragraphs has ruled on the motions to dismiss pending in all those federal lawsuits.

We believe that the shareholder derivative and putative class action lawsuits are without merit, and we intend to defend ourselves vigorously against the allegations levied in these lawsuits. While a loss from these lawsuits is reasonably possible, at this time, we cannot reasonably estimate the amount of any loss that may result or whether the lawsuits will have a material impact on our financial statements.

On October 1, 2013, we received a subpoena from the District Attorney for the County of Alameda, State of California, seeking information concerning our handling of hazardous materials and hazardous waste in the State of California. We have provided information and are cooperating with the authorities from multiple counties and cities in California in connection with this ongoing matter. While a loss related to this matter is reasonably possible, at this time, we cannot reasonably estimate the possible loss or range of loss that may arise from this matter or whether this matter will have a material impact on our financial statements. In October 2014, Big Lots received a notice of a second violation from the California Air Resources Board alleging that it sold certain products that contained volatile organic compounds in excess of regulated limits (windshield washer fluid). This matter is in its early stages and settlement discussions are continuing. We anticipate that any resolution of this matter is likely to exceed $100,000.

In 2013, we sold certain tabletop torch and citronella products manufactured by a third party. In August 2013, we recalled these products and discontinued their sale in our stores. In 2014, we were named as a defendant in a number of lawsuits relating to these products alleging personal injuries suffered as a result of negligent shelving and pairing of the products, product design, manufacturing and marketing defects and/or breach of warranties. Although we believe that we are entitled to indemnification from the third party manufacturer of the products for all of the expenses that we have incurred (and may in the future incur) with respect to these matters and that these expenses are covered by our insurance (subject to a $1 million deductible), in the second quarter of 2015, we (1) determined that our ability to obtain any recovery from the manufacturer may be limited because, among other things, the manufacturer has exhausted its applicable insurance coverage, is domiciled outside the United States and has been dissolved by its parent and (2) became engaged in litigation with our excess insurance carrier regarding the scope of our coverage. In the second quarter of 2015, we settled one of the lawsuits and reached an agreement in principle to settle another lawsuit, which was later finalized in the third quarter of 2015. Two additional lawsuits remain pending against Big Lots in the United States District Court for the Western District of Pennsylvania and the United States District Court for the District of New Jersey, respectively. Both of the outstanding lawsuits are in the discovery phase. During the second quarter of 2015, we recorded a $4.5 million charge related to these matters.

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

We are self-insured for certain losses relating to property, general liability, workers' compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is paid by employees, and we have purchased stop-loss coverage in order to limit significant exposure in these areas. Accrued insurance liabilities are actuarially determined based on claims filed and estimates of claims incurred but not reported. We use letters of credit, which amounted to $55.0 million at January 30, 2016, as collateral to back certain of our self-insured losses with our claims administrators.

We have purchase obligations for outstanding purchase orders for merchandise issued in the ordinary course of our business that are valued at $434.4 million, the entirety of which represents obligations due within one year of January 30, 2016. In addition, we have purchase commitments for future inventory purchases totaling $33.9 million at January 30, 2016. We paid $11.3 million, $16.8 million, and $21.7 million related to this commitment during 2015, 2014, and 2013, respectively. We are not required to meet any periodic minimum purchase requirements under this commitment. The term of the commitment extends until the purchase requirement is satisfied. We have additional purchase obligations in the amount of $181.4 million primarily related to distribution and transportation, information technology, print advertising, energy procurement, and other store security, supply, and maintenance commitments.

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Derivative Instruments

12 Months Ended

Jan. 30, 2016

Derivative [Line Items]

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS

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

Our outstanding derivative instrument contracts at January 30, 2016 were comprised of the following:

(In thousands)	2015
Diesel fuel collars (in gallons)	8,175

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

(In thousands)		Assets / (Liabilities)
Derivative Instrument	Balance Sheet Location	2015
Diesel fuel collars	Other current assets	$	78
	Other assets	794
	Accrued operating expenses	(2,799		)
	Other liabilities	(2,738		)
Total derivative instruments		$	(4,665	)

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

(In thousands)		Amount of Gain
Derivative Instrument	Statements of Operations Location	2015
Diesel fuel collars
Realized	Other income (expense)	$	(535	)
Unrealized	Other income (expense)	(4,665		)
Total derivative instruments		$	(5,200	)

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

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Discontinued Operations

12 Months Ended

Jan. 30, 2016

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

Our discontinued operations for 2015, 2014, and 2013, were comprised of the following:

(In thousands)	2015			2014			2013
Canadian operations	$	165		$	(35,998	)	$	(40,918	)
Wholesale business	(164		)	(248		)	(4,371		)
KB Toys matters	—			9			5,248
Other	(1		)	—			—
Total loss from discontinued operations, pretax	$	—		$	(36,237	)	$	(40,041	)

Canadian Operations

During the fourth quarter of 2013, we announced our intention to wind down our Canadian operations. We began the wind down activities during the fourth quarter of 2013, which included the closing of our Canadian distribution centers. We completed the wind down activities during the first quarter of 2014, which included the closure of our Canadian stores and corporate offices. Therefore, we determined the results of our Canadian operations should be reported as discontinued operations. The results of our Canadian operations historically consisted of sales of product to retail customers, the costs associated with those products, and selling and administrative expenses, including personnel, purchasing, warehousing, distribution, occupancy and overhead costs. In the first quarter of 2014, the results of our Canadian operations also included significant contract termination costs of $23.0 million, severance charges of $2.2 million and a loss on the realization of our cumulative translation adjustment on our investment in our Canadian operations of $5.1 million.

In addition to the costs associated with our Canadian operations, we reclassified to discontinued operations the direct expenses incurred by our U.S. operations to facilitate the wind down. These costs primarily consist of professional fees. We also reclassified the income tax benefit that our U.S. operations was expected to, and did, generate as a result of the wind down of our Canadian operations, based principally on our ability to recover a worthless stock deduction in the foreseeable future. During 2015, 2014, and 2013, the amount of this income tax expense (benefit) that we recognized was approximately $0.2 million, $(13.8) million, and $(24.4) million, respectively.

The loss from discontinued Canadian operations presented in our consolidated statements of operations was comprised of the following:

(In thousands)	2015			2014			2013
Net sales	$	—		$	6,040		$	177,157
Cost of sales (exclusive of depreciation expense shown separately below)	3			3,356			119,221
Gross margin	(3		)	2,684			57,936
Selling and administrative expenses	(224		)	33,419			95,713
Depreciation expense	—			2			1,894
Operating profit (loss)	221			(30,737		)	(39,671		)
Interest expense	—			(18		)	(46		)
Other income (expense)	(56		)	(5,243		)	(1,201		)
Income (loss) from discontinued operations before income taxes	165			(35,998		)	(40,918		)
Income tax expense (benefit)	206			(13,771		)	(24,397		)
Loss from discontinued operations	$	(41	)	$	(22,227	)	$	(16,521	)

Wholesale Business

During the third quarter of 2013, we announced our intention to wind down the operations of our wholesale business. During the fourth quarter of 2013, we executed our wind down plan and ceased the operations of our wholesale business; therefore, we determined the results of our wholesale business should be reported as discontinued operations. The results of operations of our wholesale business primarily consisted of sales of product to wholesale customers, the costs associated with those products, and selling and administrative expenses, including personnel, purchasing, warehousing, distribution, occupancy and overhead costs.

KB Toys Matters

We acquired the KB Toys business from Melville Corporation (now known as CVS New York, Inc., and together with its subsidiaries “CVS”) in May 1996. As part of that acquisition, we provided, among other things, an indemnity to CVS with respect to any losses resulting from KB Toys' failure to pay all monies due and owing under any KB Toys lease or mortgage obligation. While we controlled the KB Toys business, we provided guarantees with respect to a limited number of additional KB Toys store leases. We sold the KB Toys business to KB Acquisition Corp. (“KBAC”), an affiliate of Bain Capital, pursuant to a Stock Purchase Agreement. KBAC similarly agreed to indemnify us with respect to all lease and mortgage obligations. These guarantee and lease obligations are collectively referred to as the “KB Lease Obligations.”

On January 14, 2004, KBAC and certain affiliated entities (collectively referred to as “KB-I”) filed for bankruptcy protection pursuant to Chapter 11 of title 11 of the United States Code. In 2007, we reduced our liabilities for potential remaining claims to zero for the KB-I bankruptcy. During the fourth quarter of 2013, we received a final distribution from the KB-I bankruptcy estate in the amount of $2.1 million.

On August 30, 2005, in connection with the acquisition by an affiliate of Prentice Capital Management of majority ownership of KB-I, KB-I emerged from its 2004 bankruptcy (the KB Toys business that emerged from bankruptcy is hereinafter referred to as “KB-II”). In 2007, we entered into an agreement with KB-II and various Prentice Capital entities which we believe provides a cap on our liability under the existing KB Lease Obligations and an indemnity from the Prentice Capital entities with respect to any renewals, extensions, modifications or amendments of the KB Lease Obligations which otherwise could potentially expose us to additional incremental liability beyond the date of the agreement, September 24, 2007. Under the agreement, KB-II is required to update us periodically with respect to the status of any remaining leases for which they believe we have a guarantee or indemnification obligation. In addition, we have the right to request a statement of the net asset value of Prentice Capital Offshore in order to monitor the sufficiency of the indemnity.

On December 11, 2008, KB-II filed for bankruptcy protection pursuant to Chapter 11 of title 11 of the United States Code. Based on information provided to us by KB-II, we believe that we continue to have KB Lease Obligations with respect to certain KB Toys stores (“KB-II Bankruptcy Lease Obligations”). In the fourth fiscal quarter of 2008, we recorded a charge in the amount of $5.0 million, pretax, in income (loss) from discontinued operations to reflect the estimated amount that we expect to pay for KB-II Bankruptcy Lease Obligations. In the fourth quarter of 2013, we recorded approximately $3.1 million in income for the KB-II Bankruptcy Lease Obligations to reduce the amount on our consolidated balance sheet to zero as of February 1, 2014. We based this reversal on the following factors: (1) we had not received any new demand letters from landlords during the past two years; (2) all prior demands against us by landlords had been settled or paid or the landlords had stopped pursuing their demands; (3) the KB-II bankruptcy occurred more than five years prior to the end of 2013 and most of the lease rejections occurred more than two years prior to the end of 2013; and (4) we believed that the likelihood of new claims against us was remote, and, if incurred, the amount would be immaterial.

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Components of Accumulated Other Comprehensive Income

12 Months Ended

Jan. 30, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE LOSS

COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the components of accumulated other comprehensive loss, net of tax, during 2013, 2014, and 2015:

(In thousands)	Foreign currency translation			Pension Plan			Total accumulated other comprehensive loss
Balance at February 2, 2013	$	(1,433	)	$	(11,897	)	$	(13,330	)
Other comprehensive income (loss) before reclassifications	(3,589		)	2,352			(1,237		)
Amounts reclassified from accumulated other comprehensive loss	—			1,056			1,056
Period change	(3,589		)	3,408			(181		)
Balance at February 1, 2014	(5,022		)	(8,489		)	(13,511		)
Other comprehensive income (loss) before reclassifications	(39		)	(8,180		)	(8,219		)
Amounts reclassified from accumulated other comprehensive loss	5,061			2,013			7,074
Period change	5,022			(6,167		)	(1,145		)
Balance at January 31, 2015	—			(14,656		)	(14,656		)
Other comprehensive income (loss) before reclassifications	—			(3,730		)	(3,730		)
Amounts reclassified from accumulated other comprehensive loss	—			2,409			2,409
Period change	—			(1,321		)	(1,321		)
Balance at January 30, 2016	$	—		$	(15,977	)	$	(15,977	)

The amounts reclassified from accumulated other comprehensive income (loss) associated with our pension plans have been reclassified to selling and administrative expenses in our statement of operations. Please see note 8 to the consolidated financial statements for further information on our pension plans.

The amounts reclassified from accumulated other comprehensive income (loss) associated with foreign currency translation have been reclassified to loss from discontinued operations in our statements of operations, as the amounts related to our Canadian operations. Please see note 12 to the consolidated financial statements for further information on our discontinued operations.

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Sale of Real Estate

12 Months Ended

Jan. 30, 2016

Sale of Real Estate [Abstract]

SALE OF REAL ESTATE

SALE OF REAL ESTATE

In October 2013, we sold company-owned real property in California, on a component of which we operated a store, for $5.1 million. Concurrently with the sale, we entered into a lease agreement with the purchaser of the property which allowed us to continue to operate our store on an uninterrupted basis. As a result of the sale and concurrent leaseback, we determined that only a portion of the gain on the transaction could be recognized at that time. Based on the terms of the transaction, we recognized a gain of $3.6 million during the third quarter of 2013 and deferred a gain of $0.8 million, which will be amortized over the committed lease term.

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Business Segment Data

12 Months Ended

Jan. 30, 2016

Segment Reporting [Abstract]

BUSINESS SEGMENT DATA

BUSINESS SEGMENT DATA

We use the following seven merchandise categories, which match our internal management and reporting of merchandise net sales: Food, Consumables, Soft Home, Hard Home, Furniture, Seasonal, and Electronics & Accessories. The Food category includes our beverage & grocery, candy & snacks, and specialty foods departments. The Consumables category includes our health and beauty, plastics, paper, chemical, and pet departments. The Soft Home category includes the 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, greeting cards, and home maintenance departments. The Furniture category includes our upholstery, mattress, ready-to-assemble, and case goods departments. The Seasonal category includes our lawn & garden, summer, Christmas, toys, and other holiday departments. The Electronics & Accessories category includes the electronics, jewelry, hosiery, and infant accessories departments. In the first quarter of 2015, we realigned our merchandise categories to be consistent with our merchandising team. See the Reclassifications section of note 1 to the consolidated financial statements for additional information.

We periodically assess, and potentially enact minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

The following table presents net sales data by merchandise category:

(In thousands)	2015		2014		2013
Furniture	$	1,135,757	$	1,051,165	$	961,749
Consumables	944,389		953,028		918,124
Food	845,541		821,915		747,840
Seasonal	845,085		877,086		907,787
Soft Home	598,777		569,730		537,798
Hard Home	477,451		510,095		565,126
Electronics & Accessories	343,582		394,059		486,331
Net sales	$	5,190,582	$	5,177,078	$	5,124,755

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Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Jan. 30, 2016

Quarterly Financial Information Disclosure [Abstract]

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized fiscal quarterly financial data for 2015 and 2014 is as follows:

Fiscal Year 2015	First			Second			Third			Fourth			Year
(In thousands, except per share amounts) (a)
Net sales	$	1,280,455		$	1,209,686		$	1,116,474		$	1,583,967		$	5,190,582
Gross margin	504,116			475,834			440,007			647,229			2,067,186
Income (loss) from continuing operations	32,308			17,711			(1,703		)	94,692			143,008
(Loss) income from discontinued operations	(95		)	(75		)	195			(160		)	(135		)
Net income (loss)	32,213			17,636			(1,508		)	94,532			142,873
Earnings (loss) per share - basic:
Continuing operations	$	0.61		$	0.35		$	(0.03	)	$	1.93		$	2.83
Discontinued operations	—			—			—			—			—
	$	0.61		$	0.35		$	(0.03	)	$	1.93		$	2.83
Earnings (loss) per share - diluted:
Continuing operations	$	0.60		$	0.35		$	(0.03	)	$	1.91		$	2.81
Discontinued operations	—			—			—			—			—
	$	0.60		$	0.34		$	(0.03	)	$	1.91		$	2.80
Fiscal Year 2014	First			Second			Third			Fourth			Year
(In thousands, except per share amounts) (a)
Net sales	$	1,281,271		$	1,195,363		$	1,107,095		$	1,593,349		$	5,177,078
Gross margin	493,556			469,527			430,942			649,929			2,043,954
Income (loss) from continuing operations	28,581			17,212			(3,115		)	93,983			136,661
(Loss) income from discontinued operations	(25,233		)	2,726			(326		)	448			(22,385		)
Net income (loss)	3,348			19,938			(3,441		)	94,431			114,276
Earnings (loss) per share - basic:
Continuing operations	$	0.50		$	0.31		$	(0.06	)	$	1.78		$	2.49
Discontinued operations	(0.44		)	0.05			(0.01		)	0.01			(0.41		)
	$	0.06		$	0.36		$	(0.06	)	$	1.79		$	2.08
Earnings (loss) per share - diluted:
Continuing operations	$	0.50		$	0.31		$	(0.06	)	$	1.76		$	2.46
Discontinued operations	(0.44		)	0.05			(0.01		)	0.01			(0.40		)
	$	0.06		$	0.36		$	(0.06	)	$	1.77		$	2.06

(a) Earnings per share calculations for each fiscal quarter are based on the applicable weighted-average shares outstanding for each period and the sum of the earnings per share for the four fiscal quarters may not necessarily be equal to the full year earnings per share amount.

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Subsequent Event

12 Months Ended

Jan. 30, 2016

Subsequent Event [Line Items]

SUBSEQUENT EVENT

SUBSEQUENT EVENT

On March 1, 2016, our Board of Directors authorized the repurchase of up to $250.0 million of our common shares (“2016 Repurchase Program”). Pursuant to the 2016 Repurchase Program, we may repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. Common shares acquired through the 2016 Repurchase Program will be available to meet obligations under our equity compensation plans and for general corporate purposes. The 2016 Repurchase Program has no scheduled termination date and will be funded with cash and cash equivalents, cash generated from operations or, if needed, by drawing on the 2011 Credit Agreement.

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

12 Months Ended

Jan. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Description and Basis of Presentation [Text Block]

Description of Business

We are a unique, non-traditional, discount retailer in the United States of America (“U.S.”).  At January 30, 2016, we operated 1,449 stores in 47 states. We intend to achieve our goal of exceeding our core customer’s expectations by offering a product assortment of value-priced merchandise that is meaningful to our core customer, combined with the quality and ease of the shopping experience. Our value-priced merchandise is sourced through both traditional and close-out channels.

Basis of Presentation

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

Use of Estimates, Policy [Policy Text Block]

Management Estimates

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

Fiscal Period, Policy [Policy Text Block]

Fiscal Periods

Our fiscal year ends on the Saturday nearest to January 31, which results in fiscal years consisting of 52 or 53 weeks.  Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.  Fiscal year 2015 (“2015”) was comprised of the 52 weeks that began on February 1, 2015 and ended on January 30, 2016.  Fiscal year 2014 (“2014”) was comprised of the 52 weeks that began on February 2, 2014 and ended on January 31, 2015.  Fiscal year 2013 (“2013”) was comprised of the 52 weeks that began on February 3, 2013 and ended on February 1, 2014.

Segment Reporting, Policy [Policy Text Block]

Segment Reporting

We manage our business based on one segment, discount retailing. All of our stores are located in the U.S.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of amounts on deposit with financial institutions, outstanding checks, credit and debit card receivables, and highly liquid investments, including money market funds, which are unrestricted to withdrawal or use and which have an original maturity of three months or less. We review cash and cash equivalent balances on a bank by bank basis in order to identify book overdrafts. Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a given bank. We reclassify book overdrafts, if any, to accounts payable on our consolidated balance sheets. Amounts due from banks for credit and debit card transactions are typically settled in less than five days, and at January 30, 2016 and January 31, 2015, totaled $28.3 million and $26.6 million, respectively.

Investment, Policy [Policy Text Block]

Investments

Investment securities are classified as available-for-sale, held-to-maturity, or trading at the date of purchase. Investments are recorded at fair value as either current assets or non-current assets based on the stated maturity or our plans to either hold or sell the investment. Unrealized holding gains and losses on trading securities are recognized in earnings. Unrealized holding gains and losses on available-for-sale securities are recognized in other comprehensive income, until realized. We did not own any held-to-maturity or available-for-sale securities as of January 30, 2016 and January 31, 2015.

Inventory, Policy [Policy Text Block]

Merchandise Inventories

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

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

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

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

Cost of Sales, Vendor Allowances, Policy [Policy Text Block]

Payments Received from Vendors

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

Store Supplies Policy [Policy Text Block]

Store Supplies

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

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment - Net

Depreciation and amortization expense of property and equipment are recorded on a straight‑line basis using estimated service lives. The estimated service lives of our depreciable property and equipment by major asset category were as follows:

Land improvements	15 years
Buildings	40 years
Leasehold improvements	5 years
Store fixtures and equipment	5 - 7 years
Distribution and transportation fixtures and equipment	5 - 15 years
Office and computer equipment	5 years
Computer software costs	5 - 8 years
Company vehicles	3 years

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

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

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

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

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

Closed Store Poilcy [Policy Text Block]

Closed Store Accounting

We recognize an obligation for the fair value of lease termination costs when we cease using the leased property in our operations. In measuring fair value of these lease termination obligations, we consider the remaining minimum lease payments, estimated sublease rentals that could be reasonably obtained, and other potentially mitigating factors. We discount the estimated obligation using the applicable credit adjusted interest rate, which results in accretion expense in periods subsequent to the period of initial measurement. We monitor the estimated obligation for lease termination liabilities in subsequent periods and revise our estimated liabilities, if necessary. Severance and benefits associated with terminating employees from employment are recognized ratably from the communication date through the estimated future service period, unless the estimated future service period is less than 60 days, in which case we recognize the impact at the communication date. Generally all other store closing costs are recognized when incurred.

Income Tax, Policy [Policy Text Block]

Income Taxes

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

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

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

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

Pension and Other Postretirement Plans, Pensions, Policy [Policy Text Block]

Pension

Pension assumptions are evaluated each year. Actuarial valuations are used to calculate the estimated expenses and obligations related to our pension plans. We review external data and historical trends to help determine the discount rate and expected long-term rate of return. Our objective in selecting a discount rate is to identify the best estimate of the rate at which the benefit obligations would be settled on the measurement date. In making this estimate, we review rates of return on high-quality, fixed-income investments available at the measurement date and expected to be available during the period to maturity of the benefits. This process includes a review of the bonds available on the measurement date with a quality rating of Aa or better. The expected long-term rate of return on assets is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations), and correlations of returns among the asset classes that comprise the plan’s asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumption for the expected long-term rate of return is primarily based on our expectation of a long-term, prospective rate of return. Our prospective expectations on long-term rate of return and discount rate were noticeably affected by the amendments to terminate our pension plans, as further discussed in note 8.

Self Insurance Policy [Policy Text Block]

Insurance and Insurance-Related Reserves

We are self-insured for certain losses relating to property, general liability, workers’ compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is paid by employees. We purchase stop-loss coverage to limit significant exposure in these areas. Accrued insurance-related liabilities and related expenses are based on actual claims filed and estimates of claims incurred but not reported. The estimated accruals are determined by applying actuarially-based calculations. General liability and workers’ compensation liabilities are recorded at our estimate of their net present value, using a 4% discount rate, while other liabilities for insurance-related reserves are not discounted.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

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

Level 1, defined as observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2, defined as observable inputs other than Level 1 inputs. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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

Commitments and Contingencies, Policy [Policy Text Block]

Commitments and Contingencies

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

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

We recognize sales at the time the customer takes possession of the merchandise. Sales are recorded net of discounts and estimated returns and exclude any sales tax. The reserve for merchandise returns is estimated based on our prior return experience.

We sell gift cards in our stores and issue merchandise credits, typically as a result of customer returns, on stored value cards. We do not charge administrative fees on unused gift card or merchandise credit balances and our gift cards and merchandise credits do not expire. We recognize sales revenue related to gift cards and merchandise credits when (1) the gift card or merchandise credit is redeemed in a sales transaction by the customer or (2) breakage occurs. We recognize gift card and merchandise credit breakage when we estimate that the likelihood of the card or credit being redeemed by the customer is remote and we determine that we do not have a legal obligation to remit the value of unredeemed cards or credits to the relevant regulatory authority. We estimate breakage based upon historical redemption patterns. For 2015, 2014, and 2013, we recognized in net sales on our consolidated statements of operations breakage of $0.4 million, $0.2 million, and $0.2 million, respectively, related to unredeemed gift card and merchandise credit balances that had aged at least four years beyond the end of their original issuance month. The liability for the unredeemed cash value of gift cards and merchandise credits is recorded in accrued operating expenses.

We offer price hold contracts on merchandise. Revenue for price hold contracts is recognized when the customer makes the final payment and takes possession of the merchandise. Amounts paid by customers under price hold contracts are recorded in accrued operating expenses until a sale is consummated.

Cost of Sales, Policy [Policy Text Block]

Cost of Sales

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

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

Selling and Administrative Expenses

Selling and administrative expenses include store expenses (such as payroll and occupancy costs) and costs related to warehousing, distribution, outbound transportation to our stores, advertising, purchasing, insurance, non-income taxes, and overhead. Selling and administrative expense rates may not be comparable to those of other retailers that include warehousing, distribution, and outbound transportation costs in cost of sales. Distribution and outbound transportation costs included in selling and administrative expenses were $159.4 million, $161.1 million, and $158.9 million for 2015, 2014, and 2013, respectively.

Lease, Policy [Policy Text Block]

Rent Expense

Rent expense is recognized over the term of the lease and is included in selling and administrative expenses. We recognize minimum rent starting when possession of the property is taken from the landlord, which normally includes a construction or set-up period prior to store opening. When a lease contains a predetermined fixed escalation of the minimum rent, we recognize the related rent expense on a straight-line basis and record the difference between the recognized rental expense and the amounts payable under the lease as deferred rent. We also receive tenant allowances, which are recorded in deferred incentive rent and are amortized as a reduction to rent expense over the term of the lease.

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

Certain of our leases provide for contingent rents that are not measurable at the lease inception date. Contingent rent includes rent based on a percentage of sales that are in excess of a predetermined level. Contingent rent is excluded from minimum rent but is included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable.

Advertising Costs, Policy [Policy Text Block]

Advertising Expense

Advertising costs, which are expensed as incurred, consist primarily of television and print advertising, internet and social media marketing and advertising, and in-store point-of-purchase presentations. Advertising expenses are included in selling and administrative expenses. Advertising expenses were $91.5 million, $97.5 million, and $97.9 million for 2015, 2014, and 2013, respectively.

Store Pre-opening Costs [Policy Text Block]

Store Pre-opening Costs

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

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Share-Based Compensation

Share-based compensation expense is recognized in selling and administrative expense in our consolidated statements of operations for all awards that we expect to vest. We estimate forfeitures based on historical information.

Non-vested Restricted Stock Awards

Compensation expense for our performance-based non-vested restricted stock awards is recorded based on fair value of the award on the grant date and the estimated achievement date of the performance criteria. An estimated target achievement date is determined at the time of the award grant based on historical and forecasted performance of similar measures. We monitor the projected achievement of the performance targets at each reporting period and make prospective adjustments to the estimated vesting period when our internal models indicate that the estimated achievement date differs from the date being used to amortize expense.

Non-vested Restricted Stock Units

We expense our non-vested restricted stock units with graded vesting as a single award with an average estimated life over the entire term of the award. The expense for the non-vested restricted stock units is recorded on a straight-line basis over the vesting period.

Performance Share Units

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

CEO Performance Share Units

For the PSUs granted to our CEO during 2013, compensation expense is recorded based on fair value of the award on the grant date and the estimated achievement date of the performance criteria. An estimated target achievement date for each tranche of the award was determined at the time of the award grant based on a Monte Carlo simulation.

Stock Options

We value and expense stock options with graded vesting as a single award with an average estimated life over the entire term of the award. The expense for options with graded vesting is recorded on a straight-line basis over the vesting period. Historically, we estimated the fair value of stock options using a binomial model. The binomial model takes into account variables such as volatility, dividend yield rate, risk-free rate, contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of retirement of the option holder in computing the value of the option. Expected volatility was based on historical implied volatilities from traded options on our common shares. The dividend yield on our common shares was assumed to be zero, since we had not paid dividends at the time of our most recent stock option grants in 2013, nor did we have intentions of doing so at that time. The risk-free rate was based on U.S. Treasury security yields at the time of the grant. The expected life was determined from the binomial model, which incorporates exercise and post-vesting forfeiture assumptions based on analysis of historical data.

Earnings Per Share, Policy [Policy Text Block]

Earnings per Share

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

Derivatives, Policy [Policy Text Block]

Derivative Instruments

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

Stockholders' Equity, Policy [Policy Text Block]

Other Comprehensive Income

Our other comprehensive income includes the impact of the amortization of our pension actuarial loss, net of tax, the revaluation of our pension actuarial loss, net of tax, and the impact of foreign currency translation.

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

Reclassifications

Merchandise Categories

In the first quarter of 2015, we realigned select merchandise categories to be consistent with the changes in our merchandising team and our management reporting. Specifically, we reclassified our home décor and frames departments from our former Furniture & Home Décor category to our Soft Home category. Subsequently, we changed the name of our Furniture & Home Décor category to Furniture. In order to provide comparative information, we have reclassified our net sales by merchandise category into this revised alignment for all periods presented in note 15 to the consolidated financial statements.

We periodically assess, and make minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

Deferred Taxes

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes. This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a balance sheet. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We have early adopted this guidance as of January 30, 2016 and have applied the requirements retrospectively. The adoption of this guidance resulted in the reclassification of $39.2 million from current deferred income tax assets to noncurrent deferred income tax assets on the consolidated balance sheet as of January 31, 2015. The adoption of this guidance did not have any impact on our consolidated statements of operations or cash flows.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. The pronouncement was originally set to be effective for annual and interim reporting periods beginning after December 15, 2016. In July 2015, the FASB approved a one-year deferral of the effective date from December 15, 2016 to December 15, 2017, but will allow for early adoption as of December 15, 2016. This ASU permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the impact this guidance will have on our consolidated financial statements as well as the expected adoption method.

In February 2016, the FASB issued ASU 2016-02, Leases. The update requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

Subsequent Events, Policy [Policy Text Block]

Subsequent Events

We have evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, we are not aware of any events or transactions (other than those disclosed in notes 10 and 17) that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in our consolidated financial statements.

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

12 Months Ended

Jan. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Estimated Useful Lives of Property, Plant and Equipment [Table Text Block]

The estimated service lives of our depreciable property and equipment by major asset category were as follows:

Land improvements	15 years
Buildings	40 years
Leasehold improvements	5 years
Store fixtures and equipment	5 - 7 years
Distribution and transportation fixtures and equipment	5 - 15 years
Office and computer equipment	5 years
Computer software costs	5 - 8 years
Company vehicles	3 years

Supplemental disclosure of cash flow information [Table Text Block]

The following table provides supplemental cash flow information for 2015, 2014, and 2013:

(In thousands)	2015			2014			2013
Supplemental disclosure of cash flow information:
Cash paid for interest, including capital leases	$	3,204		$	1,921		$	2,687
Cash paid for income taxes, excluding impact of refunds	$	56,158		$	69,919		$	122,672
Gross proceeds from borrowings under the bank credit facility	$	1,588,200		$	1,550,900		$	1,330,100
Gross payments of borrowings under the bank credit facility	$	1,588,000		$	1,565,800		$	1,424,300
Non-cash activity:
Assets acquired under capital leases	$	10,180		$	20,982		$	—
Accrued property and equipment	$	9,808		$	10,974		$	5,296
Cash flows from discontinued operations:
Net cash (used in) provided by operating activities, discontinued operations	$	(2,846	)	$	(48,339	)	$	22,312
Net cash provided by (used in) investing activities, discontinued operations	$	—		$	522		$	(5,640	)

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Property and Equipment - Net (Tables)

12 Months Ended

Jan. 30, 2016

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment [Table Text Block]

Property and equipment - net consist of:

(In thousands)	January 30, 2016		January 31, 2015
Land and land improvements	$	51,523	$	51,044
Buildings and leasehold improvements	840,931		838,663
Fixtures and equipment	737,169		723,723
Computer software costs	132,101		129,994
Construction-in-progress	30,974		17,632
Property and equipment - cost	1,792,698		1,761,056
Less accumulated depreciation and amortization	1,232,774		1,210,501
Property and equipment - net	$	559,924	$	550,555

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Leases (Tables)

12 Months Ended

Jan. 30, 2016

Leases, Operating [Abstract]

Schedule of Rent Expense [Table Text Block]

Total rent expense, including real estate taxes, CAM, and property insurance, charged to continuing operations for operating leases consisted of the following:

(In thousands)	2015		2014		2013
Minimum rents	$	314,605	$	314,276	$	309,935
Contingent rents	637		312		308
Total rent expense	$	315,242	$	314,588	$	310,243

Operating Leases of Lessee Disclosure [Table Text Block]

Future minimum rental commitments for leases, excluding closed store leases, real estate taxes, CAM, and property insurance, at January 30, 2016, were as follows:

Fiscal Year	(In thousands)
2016	$	249,556
2017	208,306
2018	172,415
2019	127,254
2020	85,260
Thereafter	93,899
Total leases	$	936,690

Leases, Capital [Abstract]

Schedule of Capital Leased Asssets [Table Text Block]

Scheduled payments for all capital leases at January 30, 2016, were as follows:

Fiscal Year	(In thousands)
2016	$	5,956
2017	5,235
2018	4,532
2019	4,532
2020	4,532
Thereafter	3,886
Total lease payments	$	28,673
Less amount to discount to present value	(3,293		)
Capital lease obligation per balance sheet	$	25,380

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Shareholders' Equity (Tables)

12 Months Ended

Jan. 30, 2016

Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

Stock options outstanding that were excluded from the diluted share calculation because their impact was antidilutive at the end of 2015, 2014, and 2013 were as follows:

(In millions)	2015	2014	2013
Antidilutive stock options excluded from dilutive share calculation	0.1	1.1	2.8

Schedule of Stock by Class [Table Text Block]

A reconciliation of the number of weighted-average common shares outstanding used in the basic and diluted earnings per share computations is as follows:

(In thousands)	2015	2014	2013
Weighted-average common shares outstanding:
Basic	50,517	54,935	57,415
Dilutive effect of share-based awards	447	617	543
Diluted	50,964	55,552	57,958

Dividends Declared [Table Text Block]

The Company declared and paid cash dividends per common share during the periods presented as follows:

	Dividends Per Share		Amount Declared		Amount Paid
2014:			(in thousands)		(in thousands)
Second quarter	$	0.17	$	9,585	$	9,366
Third quarter	0.17		9,718		9,457
Fourth quarter	0.17		9,230		9,005
Total	$	0.51	$	28,533	$	27,828
2015:			(in thousands)		(in thousands)
First quarter	$	0.19	$	10,479	$	10,197
Second quarter	0.19		10,069		9,734
Third quarter	0.19		9,549		9,267
Fourth quarter	0.19		9,637		9,332
Total	$	0.76	$	39,734	$	38,530

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Share-Based Plans (Tables)

12 Months Ended

Jan. 30, 2016

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

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

The following table summarizes the non-vested restricted stock awards and restricted stock units activity for fiscal years 2013, 2014, and 2015:

	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at February 2, 2013	783,609		$	42.25
Granted	458,576		35.53
Vested	(64,784	)	37.79
Forfeited	(513,300	)	41.86
Outstanding non-vested restricted stock at February 1, 2014	664,101		$	38.34
Granted	317,641		37.81
Vested	(70,155	)	34.54
Forfeited	(166,782	)	39.87
Outstanding non-vested restricted stock at January 31, 2015	744,805		$	38.13
Granted	217,767		49.00
Vested	(128,140	)	38.42
Forfeited	(49,283	)	40.28
Outstanding non-vested restricted stock at January 30, 2016	785,149		$	40.96

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The weighted-average fair value of stock options granted and assumptions used in the stock option pricing model for each of the respective periods were as follows:

	2013
Weighted-average fair value of stock options granted	$	12.08
Risk-free interest rates	0.8		%
Expected life (years)	4.2
Expected volatility	41.9		%
Expected annual forfeiture rate	3.0		%

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block]

The following table summarizes information about our stock options outstanding and exercisable at January 30, 2016:

Range of Prices				Options Outstanding				Options Exercisable
Greater Than		Less Than or Equal to		Options Outstanding	Weighted-Average Remaining Life (Years)	Weighted-Average Exercise Price		Options Exercisable	Weighted-Average Exercise Price
$	10.01	$	20.00	12,500	0.3	$	18.18	12,500	$	18.18
20.01		30.00		10,625	1.8	28.19		10,312	28.20
30.01		40.00		707,277	3.6	35.87		338,402	35.84
$	40.01	$	50.00	444,500	2.7	42.89		345,250	42.60
				1,174,902	3.2	$	38.26	706,464	$	38.72

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

A summary of the annual stock option activity for fiscal years 2013, 2014, and 2015 is as follows:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (000's)
Outstanding stock options at February 2, 2013	3,029,086		$	34.49
Granted	1,159,500		35.80
Exercised	(213,520	)	22.87
Forfeited	(597,763	)	38.97
Outstanding stock options at February 1, 2014	3,377,303		$	34.88
Granted	—		—
Exercised	(1,389,040	)	30.67
Forfeited	(285,050	)	39.19
Outstanding stock options at January 31, 2015	1,703,213		$	37.59
Granted	—		—
Exercised	(450,136	)	36.17
Forfeited	(78,175	)	35.84
Outstanding stock options at January 30, 2016	1,174,902		$	38.26	3.2	$	2,431
Vested or expected to vest at January 30, 2016	1,167,905		$	38.28	3.2	$	2,411
Exercisable at January 30, 2016	706,464		$	38.72	2.7	$	1,361

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

During 2015, 2014, and 2013, the following activity occurred under our share-based compensation plans:

(In thousands)	2015		2014		2013
Total intrinsic value of stock options exercised	$	5,980	$	18,614	$	2,646
Total fair value of restricted stock vested	$	6,259	$	2,825	$	2,237
Total fair value of performance shares vested	$	—	$	1,143	$	—

Performance Shares [Member]

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

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

We expect to begin recognizing expense related to PSUs as follows:

Issue Year	Outstanding PSUs at January 30, 2016	Expected Valuation Date	Expected Expense Period
2014	379,794	March 2016	Fiscal 2016
2015	273,340	March 2017	Fiscal 2017
Total	653,134

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Employee Benefit Plans (Tables)

12 Months Ended

Jan. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Benefit Costs [Table Text Block]

The components of net periodic pension expense were comprised of the following:

(In thousands)	2015			2014			2013
Service cost - benefits earned in the period	$	1,923		$	1,951		$	2,086
Interest cost on projected benefit obligation	2,444			3,218			3,041
Expected investment return on plan assets	(2,628		)	(3,219		)	(2,893		)
Amortization of prior service cost	4			(34		)	(34		)
Amortization of transition obligation	—			—			12
Amortization of actuarial loss	1,817			1,497			1,692
Curtailment loss	191			—			—
Settlement loss	1,912			1,868			83
Net periodic pension cost	$	5,663		$	5,281		$	3,987

Schedule of Assumptions Used [Table Text Block]

The weighted-average assumptions used to determine net periodic pension expense were:

	2015		2014		2013
Discount rate	3.3	%	5.0	%	4.6	%
Rate of increase in compensation levels	2.8	%	3.0	%	3.5	%
Expected long-term rate of return	5.2	%	6.0	%	5.1	%

The weighted-average assumptions used to determine benefit obligations were:

	2015		2014
Discount rate	1.2	%	3.3	%
Rate of increase in compensation levels	0.0	%	2.8	%

Schedule of Changes in Projected Benefit Obligations [Table Text Block]

The following schedule provides a reconciliation of projected benefit obligations, plan assets, funded status, and amounts recognized for the Pension Plan and Supplemental Pension Plan at January 30, 2016 and January 31, 2015:

(In thousands)	January 30, 2016			January 31, 2015
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	78,187		$	64,878
Service cost	1,923			1,951
Interest cost	2,444			3,218
Plan amendments	—			217
Plan curtailments	(7,291		)	—
Benefits and settlements paid	(7,564		)	(7,857		)
Actuarial loss	7,712			15,780
Projected benefit obligation at end of year	$	75,411		$	78,187
Change in plan assets:
Fair market value at beginning of year	$	55,292		$	56,329
Actual return on plan assets	(3,025		)	5,685
Employer contributions	10,933			1,135
Benefits and settlements paid	(7,564		)	(7,857		)
Fair market value at end of year	$	55,636		$	55,292
Under funded and net amount recognized	$	(19,774	)	$	(22,895	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	(19,774	)	$	(372	)
Noncurrent liabilities	—			(22,523		)
Net amount recognized	$	(19,774	)	$	(22,895	)

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

The following are components of accumulated other comprehensive income and, as such, are not yet reflected in net periodic pension expense:

(In thousands)	2015			2014
Unrecognized past service credit	$	—		$	(195	)
Unrecognized actuarial loss	(26,418		)	(24,074		)
Accumulated other comprehensive loss, pretax	$	(26,418	)	$	(24,269	)

Schedule of Accumulated and Projected Benefit Obligations [Table Text Block]

The following table sets forth certain information for the Pension Plan and the Supplemental Pension Plan at January 30, 2016 and January 31, 2015:

	Pension Plan				Supplemental Pension Plan
(In thousands)	January 30, 2016		January 31, 2015		January 30, 2016		January 31, 2015
Projected benefit obligation	$	70,046	$	72,659	$	5,365	$	5,528
Accumulated benefit obligation	70,046		65,627		5,365		4,667
Fair market value of plan assets	$	55,636	$	55,292	$	—	$	—

Schedule of Expected Benefit Payments [Table Text Block]

Using the same assumptions as those used to measure our benefit obligations, the Pension Plan and the Supplemental Pension Plan benefits expected to be paid in each of the following fiscal years are as follows:

Fiscal Year	(In thousands)
2016	$	76,186
2017	—
2018	—
2019	—
2020	—
2021 - 2025	$	—

Schedule of Allocation of Plan Assets [Table Text Block]

The fair value of our Pension Plan assets at January 30, 2016 and January 31, 2015 by asset category was comprised of the following:

	January 30, 2016								January 31, 2015
(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and Cash Equivalents	$	25,035	$	25,035	$	—	$	—	$	1,096	$	1,096	$	—	$	—
Common / Collective Trusts
Long Credit	19,463		—		19,463		—		25,317		—		25,317		—
Intermediate Credit	7,380		—		7,380		—		17,972		—		17,972		—
U.S. Treasury Strips	2,778		—		2,778		—		—		—		—		—
High Yield	266		—		266		—		2,674		—		2,674		—
Global Real Estate	241		—		241		—		2,894		—		2,894		—
U.S. Equity Index	196		—		196		—		2,183		—		2,183		—
International Equities	182		—		182		—		2,034		—		2,034		—
U.S. Small Cap	95		—		95		—		1,122		—		1,122		—
Total	$	55,636	$	25,035	$	30,601	$	—	$	55,292	$	1,096	$	54,196	$	—

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Income Taxes (Tables)

12 Months Ended

Jan. 30, 2016

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The provision for income taxes from continuing operations was comprised of the following:

(In thousands)	2015			2014			2013
Current:
U.S. Federal	$	73,421		$	74,235		$	81,270
U.S. State and local	10,660			12,840			14,506
Total current tax expense	84,081			87,075			95,776
Deferred:
U.S. Federal	56			(2,022		)	(8,275		)
U.S. State and local	(295		)	186			(1,986		)
Total deferred tax expense	(239		)	(1,836		)	(10,261		)
Income tax provision	$	83,842		$	85,239		$	85,515

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

Reconciliation between the statutory federal income tax rate and the effective income tax rate for continuing operations was as follows:

	2015		2014		2013
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
Effect of:
State and local income taxes, net of federal tax benefit	3.0		3.8		3.6
Work opportunity tax and other employment tax credits	(1.1	)	(0.7	)	(1.0	)
Valuation allowance	—		—		—
Other, net	0.1		0.3		0.1
Effective income tax rate	37.0	%	38.4	%	37.7	%

Schedule of Income Taxes Paid [Table Text Block]

Income tax payments and refunds were as follows:

(In thousands)	2015			2014			2013
Income taxes paid	$	56,158		$	69,919		$	122,672
Income taxes refunded	(818		)	(135		)	(551		)
Net income taxes paid	$	55,340		$	69,784		$	122,121

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

Significant components of our deferred tax assets and liabilities were as follows:

(In thousands)	January 30, 2016			January 31, 2015
Deferred tax assets:
Workers’ compensation and other insurance reserves	$	33,531		$	32,242
Compensation related	31,478			28,047
Accrued rent	23,540			26,283
Uniform inventory capitalization	18,488			17,649
Depreciation and fixed asset basis differences	10,523			9,972
Pension plans	7,815			9,086
Accrued state taxes	7,119			6,869
State tax credits, net of federal tax benefit	4,253			4,048
Accrued operating liabilities	2,189			1,751
Other	19,775			20,099
Valuation allowances	(2,419		)	(2,373		)
Total deferred tax assets	156,292			153,673
Deferred tax liabilities:
Accelerated depreciation and fixed asset basis differences	70,698			67,299
Lease construction reimbursements	15,602			15,317
Prepaid expenses	6,625			6,247
Workers’ compensation and other insurance reserves	4,329			4,203
Other	11,299			14,314
Total deferred tax liabilities	108,553			107,380
Net deferred tax assets	$	47,739		$	46,293

Summary of Tax Credit Carryforwards [Table Text Block]

We have the following income tax loss and credit carryforwards at January 30, 2016 (amounts are shown net of tax excluding the federal income tax effect of the state and local items):

(In thousands)
U.S. State and local:
State net operating loss carryforwards	$	82	Expires fiscal years 2020 through 2025
California enterprise zone credits	6,245		Predominately expires fiscal year 2023
Other state credits	298		Expires fiscal years through 2025
Total income tax loss and credit carryforwards	$	6,625

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for 2015, 2014, and 2013:

(In thousands)	2015			2014			2013
Unrecognized tax benefits - beginning of year	$	14,922		$	16,650		$	16,019
Gross increases - tax positions in current year	939			898			991
Gross increases - tax positions in prior period	872			820			1,247
Gross decreases - tax positions in prior period	(430		)	(2,418		)	(532		)
Settlements	(732		)	(488		)	(4		)
Lapse of statute of limitations	(1,799		)	(566		)	(949		)
Foreign currency translation	—			26			(122		)
Unrecognized tax benefits - end of year	$	13,772		$	14,922		$	16,650

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Derivative Instruments (Tables)

12 Months Ended

Jan. 30, 2016

Derivative [Line Items]

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

Our outstanding derivative instrument contracts at January 30, 2016 were comprised of the following:

(In thousands)	2015
Diesel fuel collars (in gallons)	8,175

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

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

(In thousands)		Assets / (Liabilities)
Derivative Instrument	Balance Sheet Location	2015
Diesel fuel collars	Other current assets	$	78
	Other assets	794
	Accrued operating expenses	(2,799		)
	Other liabilities	(2,738		)
Total derivative instruments		$	(4,665	)

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

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

(In thousands)		Amount of Gain
Derivative Instrument	Statements of Operations Location	2015
Diesel fuel collars
Realized	Other income (expense)	$	(535	)
Unrealized	Other income (expense)	(4,665		)
Total derivative instruments		$	(5,200	)

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Discontinued Operation (Tables)

12 Months Ended

Jan. 30, 2016

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]

Our discontinued operations for 2015, 2014, and 2013, were comprised of the following:

(In thousands)	2015			2014			2013
Canadian operations	$	165		$	(35,998	)	$	(40,918	)
Wholesale business	(164		)	(248		)	(4,371		)
KB Toys matters	—			9			5,248
Other	(1		)	—			—
Total loss from discontinued operations, pretax	$	—		$	(36,237	)	$	(40,041	)

The loss from discontinued Canadian operations presented in our consolidated statements of operations was comprised of the following:

(In thousands)	2015			2014			2013
Net sales	$	—		$	6,040		$	177,157
Cost of sales (exclusive of depreciation expense shown separately below)	3			3,356			119,221
Gross margin	(3		)	2,684			57,936
Selling and administrative expenses	(224		)	33,419			95,713
Depreciation expense	—			2			1,894
Operating profit (loss)	221			(30,737		)	(39,671		)
Interest expense	—			(18		)	(46		)
Other income (expense)	(56		)	(5,243		)	(1,201		)
Income (loss) from discontinued operations before income taxes	165			(35,998		)	(40,918		)
Income tax expense (benefit)	206			(13,771		)	(24,397		)
Loss from discontinued operations	$	(41	)	$	(22,227	)	$	(16,521	)

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Components of Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Jan. 30, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table summarizes the components of accumulated other comprehensive loss, net of tax, during 2013, 2014, and 2015:

(In thousands)	Foreign currency translation			Pension Plan			Total accumulated other comprehensive loss
Balance at February 2, 2013	$	(1,433	)	$	(11,897	)	$	(13,330	)
Other comprehensive income (loss) before reclassifications	(3,589		)	2,352			(1,237		)
Amounts reclassified from accumulated other comprehensive loss	—			1,056			1,056
Period change	(3,589		)	3,408			(181		)
Balance at February 1, 2014	(5,022		)	(8,489		)	(13,511		)
Other comprehensive income (loss) before reclassifications	(39		)	(8,180		)	(8,219		)
Amounts reclassified from accumulated other comprehensive loss	5,061			2,013			7,074
Period change	5,022			(6,167		)	(1,145		)
Balance at January 31, 2015	—			(14,656		)	(14,656		)
Other comprehensive income (loss) before reclassifications	—			(3,730		)	(3,730		)
Amounts reclassified from accumulated other comprehensive loss	—			2,409			2,409
Period change	—			(1,321		)	(1,321		)
Balance at January 30, 2016	$	—		$	(15,977	)	$	(15,977	)

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Business Segment Data (Tables)

12 Months Ended

Jan. 30, 2016

Segment Reporting [Abstract]

Schedule of Net Sales by Category [Table Text Block]

The following table presents net sales data by merchandise category:

(In thousands)	2015		2014		2013
Furniture	$	1,135,757	$	1,051,165	$	961,749
Consumables	944,389		953,028		918,124
Food	845,541		821,915		747,840
Seasonal	845,085		877,086		907,787
Soft Home	598,777		569,730		537,798
Hard Home	477,451		510,095		565,126
Electronics & Accessories	343,582		394,059		486,331
Net sales	$	5,190,582	$	5,177,078	$	5,124,755

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Selected Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Jan. 30, 2016

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

Summarized fiscal quarterly financial data for 2015 and 2014 is as follows:

Fiscal Year 2015	First			Second			Third			Fourth			Year
(In thousands, except per share amounts) (a)
Net sales	$	1,280,455		$	1,209,686		$	1,116,474		$	1,583,967		$	5,190,582
Gross margin	504,116			475,834			440,007			647,229			2,067,186
Income (loss) from continuing operations	32,308			17,711			(1,703		)	94,692			143,008
(Loss) income from discontinued operations	(95		)	(75		)	195			(160		)	(135		)
Net income (loss)	32,213			17,636			(1,508		)	94,532			142,873
Earnings (loss) per share - basic:
Continuing operations	$	0.61		$	0.35		$	(0.03	)	$	1.93		$	2.83
Discontinued operations	—			—			—			—			—
	$	0.61		$	0.35		$	(0.03	)	$	1.93		$	2.83
Earnings (loss) per share - diluted:
Continuing operations	$	0.60		$	0.35		$	(0.03	)	$	1.91		$	2.81
Discontinued operations	—			—			—			—			—
	$	0.60		$	0.34		$	(0.03	)	$	1.91		$	2.80
Fiscal Year 2014	First			Second			Third			Fourth			Year
(In thousands, except per share amounts) (a)
Net sales	$	1,281,271		$	1,195,363		$	1,107,095		$	1,593,349		$	5,177,078
Gross margin	493,556			469,527			430,942			649,929			2,043,954
Income (loss) from continuing operations	28,581			17,212			(3,115		)	93,983			136,661
(Loss) income from discontinued operations	(25,233		)	2,726			(326		)	448			(22,385		)
Net income (loss)	3,348			19,938			(3,441		)	94,431			114,276
Earnings (loss) per share - basic:
Continuing operations	$	0.50		$	0.31		$	(0.06	)	$	1.78		$	2.49
Discontinued operations	(0.44		)	0.05			(0.01		)	0.01			(0.41		)
	$	0.06		$	0.36		$	(0.06	)	$	1.79		$	2.08
Earnings (loss) per share - diluted:
Continuing operations	$	0.50		$	0.31		$	(0.06	)	$	1.76		$	2.46
Discontinued operations	(0.44		)	0.05			(0.01		)	0.01			(0.40		)
	$	0.06		$	0.36		$	(0.06	)	$	1.77		$	2.06

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Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Millions	12 Months Ended
	Jan. 30, 2016 USD ($)	Jan. 31, 2015 USD ($)	Feb. 01, 2014 USD ($)
Component of Operating Other Cost and Expense [Abstract]
Current Fiscal Year End Date	--01-30
Number of Stores	1,449
Number of States in which Entity Operates	47
Operating Cycle	52 or 53 weeks
Fiscal Period	P52W	P52W	P52W
Credit and Debit Card Receivables, at Carrying Value	$ 28.3	$ 26.6
Revenue Recognition, Gift Cards, Breakage	0.4	0.2	$ 0.2
Distribution and Outbound Transportation Costs	159.4	161.1	158.9
Advertising Expense	$ 91.5	97.5	$ 97.9
Prior Period Reclassification Adjustment		$ 39.2

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Basis of Presentation and Summary of Significant Accounting Policies - Useful Lives of Fixed Assets (Details)	12 Months Ended
	Jan. 30, 2016
Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Store Fixtures and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Store Fixtures and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Distribution and Transportation Fixtures and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Distribution and Transportation Fixtures and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Office and Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Computer software costs [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Computer software costs [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	8 years
Company Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years

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Basis of Presentation and Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Supplemental disclosure of cash flow information:
Cash paid for interest, including capital leases	$ 3,204	$ 1,921	$ 2,687
Cash paid for income taxes, excluding impact of refunds	56,158	69,919	122,672
Gross proceeds from borrowings under the bank credit facility	1,588,200	1,550,900	1,330,100
Gross repayments of borrowings under the bank credit facility	1,588,000	1,565,800	1,424,300
Non-cash activity:
Assets acquired under capital leases	10,180	20,982	0
Accrued property and equipment	9,808	10,974	5,296
Cash flows from discontinued operations [Abstract]
Cash Provided by (Used in) Operating Activities, Discontinued Operations	(2,846)	(48,339)	22,312
Cash Provided by (Used in) Investing Activities, Discontinued Operations	$ 0	$ 522	$ (5,640)

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Property and Equipment - Net (Details) $ in Thousands	12 Months Ended
	Jan. 30, 2016 USD ($)	Jan. 31, 2015 USD ($)	Feb. 01, 2014 USD ($)
Property, Plant and Equipment [Line Items]
Property and equipment - cost	$ 1,792,698	$ 1,761,056
Less accumulated depreciation and amortization	1,232,774	1,210,501
Property and equipment - net	559,924	550,555
Capital Leased Assets, Gross	31,500	24,300
Accumulated Depreciation, Depletion and Amortization, Capital Leases	6,200	4,400
Payments to Acquire Property, Plant, and Equipment	125,989	93,460	$ 104,786
Depreciation	122,737	119,702	113,228
Asset Impairment Charges	$ 400	$ 3,500	$ 7,800
Number of Stores Impaired	2	3	7
Land and land improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment - cost	$ 51,523	$ 51,044
Buildings and leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment - cost	840,931	838,663
Fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment - cost	737,169	723,723
Computer software costs [Member]
Property, Plant and Equipment [Line Items]
Property and equipment - cost	132,101	129,994
Construction-in-progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment - cost	$ 30,974	$ 17,632
CANADA
Property, Plant and Equipment [Line Items]
Asset Impairment Charges			$ 6,500

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Bank Credit Facility (Details) - 2011 Credit Agreement [Member] - USD ($) $ in Millions	12 Months Ended
	Jan. 30, 2016	May. 28, 2015	Jul. 21, 2011
Line of Credit Facility [Line Items]
Line of Credit Facility		$ 700.0
Deferred Finance Costs		$ 0.8	$ 3.0
Line of Credit Facility, Swing Loan Sublimit	$ 30.0
Line of Credit Facility, Letter of Credit Sublimit	150.0
Line of Credit Facility, Amount Outstanding	62.3
Line of Credit Facility, Letters of Credit Outstanding	3.2
Line of Credit Facility, Remaining Borrowing Capacity	$ 634.5

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Fair Value Measurements (Details) - USD ($) $ in Millions	Jan. 30, 2016	Jan. 31, 2015
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading Securities, Fair Value Disclosure	$ 17.3	$ 16.9

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Leases (Details) $ in Thousands	12 Months Ended
	Jan. 30, 2016 USD ($) store	Jan. 31, 2015 USD ($)	Feb. 01, 2014 USD ($)
Leases, Operating [Abstract]
Number of Stores Leased | store	1,394
Operating Leases, Rent Expense, Net [Abstract]
Minimum rents	$ 314,605	$ 314,276	$ 309,935
Contingent rents	637	312	308
Total rent expense	315,242	$ 314,588	$ 310,243
Operating Leases, Future Minimum Payments Due [Abstract]
2016	249,556
2017	208,306
2018	172,415
2019	127,254
2020	85,260
Thereafter	93,899
Total Leases	936,690
Capital Leases, Future Minimum Payments, Net Minimum Payments [Abstract]
2016	5,956
2017	5,235
2018	4,532
2019	4,532
2020	4,532
Thereafter	3,886
Total lease payments	28,673
Less amount to discount to present value	(3,293)
Capital Lease Obligations Per Balance Sheet	$ 25,380

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Shareholders' Equity - Earnings Per Share (Details) - shares	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Class of Stock [Line Items]
Weighted Average Number Diluted Shares Outstanding Adjustment	0	0	0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Other Than Stock Options and Restricted Stock Awards, Amount	0	0	0
Weighted-average common shares outstanding:
Basic	50,517,000	54,935,000	57,415,000
Dilutive effect of share-based awards	447,000	617,000	543,000
Diluted	50,964,000	55,552,000	57,958,000
Employee Stock Option [Member]
Class of Stock [Line Items]
Antidilutive stock options excluded from dilutive share calculation	100,000	1,100,000	2,800,000

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Shareholders' Equity - Share Repurchase Programs (Details) - USD ($) $ in Thousands, shares in Millions	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014	Mar. 04, 2015
Class of Stock [Line Items]
Stock Repurchased During Period, Value	$ 201,867	$ 250,671	$ 214
2015 Repurchase Program [Member]
Class of Stock [Line Items]
Stock Repurchase Program, Authorized Amount				$ 200,000
Stock Repurchased During Period, Shares	4.4
Stock Repurchased During Period, Value	$ 200,000

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Shareholders' Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended							12 Months Ended
	Jan. 30, 2016	Oct. 31, 2015	Aug. 01, 2015	May. 02, 2015	Jan. 31, 2015	Nov. 01, 2014	Aug. 02, 2014	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Dividends, Common Stock [Abstract]
Amount declared (Dividends)								$ 39,734	$ 28,533
Amount paid (Dividends)								$ 38,530	$ 27,828	$ 0
Common Stock [Member]
Dividends, Common Stock [Abstract]
Common Stock, Dividends, Per Share, Cash Paid	$ 0.19	$ 0.19	$ 0.19	$ 0.19	$ 0.17	$ 0.17	$ 0.17	$ 0.76	$ 0.51
Amount declared (Dividends)	$ 9,637	$ 9,549	$ 10,069	$ 10,479	$ 9,230	$ 9,718	$ 9,585	$ 39,734	$ 28,533
Amount paid (Dividends)	$ 9,332	$ 9,267	$ 9,734	$ 10,197	$ 9,005	$ 9,457	$ 9,366	$ 38,530	$ 27,828

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Share-Based Plans - General and Other than Options (Details) - USD ($)	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013	May. 15, 2012	May. 14, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 13,500,000	$ 10,500,000	$ 13,200,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments			0.00
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 17,800,000
Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 9 months
LTIP 2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized					7,750,000	4,702,362
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Total intrinsic value of stock options exercised	$ 5,980,000	$ 18,614,000	$ 2,646,000
Stock Options [Member] | LTIP 2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Term	7 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Term Following Termination of Employment, Death, or Disability	1 year
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period	4 years
Stock Options [Member] | LTIP 2005 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Term	7 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Term Following Termination of Employment, Death, or Disability	1 year
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period	4 years
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, beginning balance	744,805	664,101	783,609
Grants	217,767	317,641	458,576
Vested	(128,140)	(70,155)	(64,784)
Forfeited	(49,283)	(166,782)	(513,300)
Nonvested, ending balance	785,149	744,805	664,101
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Nonvested, Weighted Average Grant Date Fair Value	$ 40.96	$ 38.13	$ 38.34	$ 42.25
Grants in Period, Weighted Average Grant Date Fair Value	49.00	37.81	35.53
Vested in Period, Weighted Average Grant Date Fair Value	38.42	34.54	37.79
Forfeited in Period, Weighted Average Grant Date Fair Value	$ 40.28	$ 39.87	$ 41.86
Grants	217,767	317,641	458,576
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Total fair value of restricted stock vested	$ 6,259,000	$ 2,825,000	$ 2,237,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Restricted Stock Awards (RSAs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period	5 years
Restricted Stock Awards (RSAs) [Member] | Current [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	5 years
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	219,784	433,350
Allocated Share-based Compensation Expense	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, ending balance	653,134
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
2014 PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, ending balance	379,794
2015 PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, ending balance	273,340
CEO Performance Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Term	7 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Grants			37,800
Vested		(25,200)
Nonvested, ending balance	12,600
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Grants in Period, Weighted Average Grant Date Fair Value			$ 34.68
Grants			37,800
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Total fair value of restricted stock vested	$ 0	$ 1,143,000	$ 0

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Share-Based Plans - Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Weighted-average fair value of stock options granted			$ 12.08
Risk-free interest rates			0.80%
Expected life (years)			4 years 2 months 12 days
Expected volatility			41.90%
Expected annual forfeiture rate			3.00%
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	1,174,902
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 2 months 6 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 38.26
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	706,464
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 38.72
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding stock options	1,703,213	3,377,303	3,029,086
Granted	0	0	1,159,500
Exercised	(450,136)	(1,389,040)	(213,520)
Forfeited	(78,175)	(285,050)	(597,763)
Outstanding stock options	1,174,902	1,703,213	3,377,303
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options, Vested and Expected to Vest, Outstanding, Number	1,167,905
Options, Exercisable, Number	706,464
Options, Outstanding, Weighted Average Exercise Price	$ 38.26	$ 37.59	$ 34.88	$ 34.49
Options, Grants in Period, Weighted Average Exercise Price	0.00	0.00	35.80
Options, Exercises in Period, Weighted Average Exercise Price	36.17	30.67	22.87
Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	35.84	$ 39.19	$ 38.97
Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	38.28
Options, Exercisable, Weighted Average Exercise Price	$ 38.72
Options, Outstanding, Weighted Average Remaining Contractual Term	3 years 2 months 15 days
Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term	3 years 2 months 15 days
Options, Exercisable, Weighted Average Remaining Contractual Term	2 years 8 months 15 days
Options, Outstanding, Intrinsic Value	$ 2,431
Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	2,411
Options, Exercisable, Intrinsic Value	$ 1,361
10.01 - 20.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 10.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 20.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	12,500
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 months 2 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 18.18
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	12,500
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 18.18
20.01 - 30.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	20.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 30.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	10,625
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	1 year 9 months 21 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 28.19
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	10,312
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 28.20
30.01 - 40.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	30.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 40.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	707,277
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 7 months 6 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 35.87
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	338,402
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 35.84
40.01 - 50.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	40.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 50.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	444,500
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	2 years 8 months 6 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 42.89
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	345,250
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 42.60

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Share-Based Plans - Board of Directors (Details) - Nonemployee Board of Directors [Member]	12 Months Ended
	Jan. 30, 2016 $ / Nonemployee_Director shares
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Deferred Compensation Arrangement with Individual, Fair Value of Shares Issued to Each Individual | $ / Nonemployee_Director	110,000
Director Stock Option Plan [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Annual Shares Issued | shares	10,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Shares Vested on First Anniversary	20.00%
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Shares Vested on Second Anniversary	60.00%
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Shares Vested on Third Anniversary	100.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Term Following Termination of Employment, Death, or Disability	1 year
Share Based Compensation Arrangement By Share Based Payment Award, Award Expiration Period From Grant Date	10 years 1 month

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Employee Benefit Plans (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Jan. 30, 2016 USD ($)	Oct. 31, 2015	Jan. 30, 2016 USD ($)	Jan. 31, 2015 USD ($)	Feb. 01, 2014 USD ($)	Jan. 30, 2016 USD ($)	Jan. 31, 2015 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Current Fiscal Year End Date			--01-30
Defined Benefit Plan, Settlements and Curtailments [Abstract]
Pension Plan, Active Participants						800
Pension Plan, Terminated Vested Participants						650
Compensation Expense, Transition Benefit	$ 7,000
Defined Benefit Plan, Actuarial Gain (Loss)			$ (7,712)	$ (15,780)
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost - benefits earned in the period			1,923	1,951	$ 2,086
Interest cost on projected benefit obligation			2,444	3,218	3,041
Expected investment return on plan assets			(2,628)	(3,219)	(2,893)
Amortization of prior service cost			4	(34)	(34)
Amortization of transition obligation			0	0	12
Amortization of actuarial loss			1,817	1,497	1,692
Curtailment loss			(191)	0	0
Settlement loss			1,912	1,868	83
Net periodic pension cost			$ 5,663	$ 5,281	$ 3,987
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount Rate			3.30%	5.00%	4.60%
Rate of Increase in Compensation Levels			2.80%	3.00%	3.50%
Expected Long-term Rate of Return			5.20%	6.00%	5.10%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount Rate						1.20%	3.30%
Rate of increase in compensation levels						0.00%	2.80%
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year			$ 78,187	$ 64,878
Service cost			1,923	1,951	$ 2,086
Interest cost			2,444	3,218	3,041
Plan amendments			0	217
Plan curtailments			(7,291)	0
Benefits and settlements paid			(7,564)	(7,857)
Actuarial loss (gain)			7,712	15,780
Projected benefit obligation at end of year	75,411		75,411	78,187	64,878
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			55,292	56,329
Actual return on plan assets			(3,025)	5,685
Employer contributions			10,933	1,135
Benefit and settlements paid			(7,564)	(7,857)
Fair market value at end of year	55,636		55,636	55,292	56,329
Defined Benefit Plan, Funded Status of Plan [Abstract]
Defined Benefit Plan, Funded Status of Plan						$ (19,774)	$ (22,895)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Current Liabilities						(19,774)	(372)
Noncurrent Liabilities						0	(22,523)
Net Amount Recognized						(19,774)	(22,895)
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract]
Unrecognized past service cost						0	195
Unrecognized actuarial loss						(26,418)	(24,074)
Accumulated other comprehensive loss, pretax						(26,418)	(24,269)
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year			$ 2,500
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
2016						76,186
2017						0
2018						0
2019						0
2020						0
2021 - 2025						0
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target Allocation Percentage of Assets, Liability Hedging Assets			30.00%
Target Allocation Percentage of Assets, Return Seeking Assets			70.00%
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	55,636		$ 55,292	56,329	56,329	55,636	55,292
Defined Contribution Plan, Cost Recognized			6,300	5,900	$ 5,700
Deferred Compensation Liability, Classified, Noncurrent						17,500	17,200
Supplemental Employee Retirement Plans, Defined Benefit [Member]
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Projected benefit obligation						5,365	5,528
Accumulated benefit obligation						5,365	4,667
Fair market value of plan assets						0	0
Pension Plans, Defined Benefit [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			55,292
Employer contributions			10,700
Fair market value at end of year	55,636		55,636	55,292
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Projected benefit obligation						70,046	72,659
Accumulated benefit obligation						70,046	65,627
Fair market value of plan assets						55,636	55,292
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	55,636		55,292	55,292		55,636	55,292
Pension Plans, Defined Benefit [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			1,096
Fair market value at end of year	25,035		25,035	1,096
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	25,035		1,096	1,096		25,035	1,096
Pension Plans, Defined Benefit [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			54,196
Fair market value at end of year	30,601		30,601	54,196
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	30,601		54,196	54,196		30,601	54,196
Pension Plans, Defined Benefit [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			1,096
Fair market value at end of year	25,035		25,035	1,096
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	25,035		1,096	1,096		25,035	1,096
Pension Plans, Defined Benefit [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			1,096
Fair market value at end of year	25,035		25,035	1,096
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	25,035		1,096	1,096		25,035	1,096
Pension Plans, Defined Benefit [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | Long Credit [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			25,317
Fair market value at end of year	19,463		19,463	25,317
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	19,463		25,317	25,317		19,463	25,317
Pension Plans, Defined Benefit [Member] | Long Credit [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | Long Credit [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			25,317
Fair market value at end of year	19,463		19,463	25,317
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	19,463		25,317	25,317		19,463	25,317
Pension Plans, Defined Benefit [Member] | Long Credit [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | Intermediate Credit [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			17,972
Fair market value at end of year	7,380		7,380	17,972
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	7,380		17,972	17,972		7,380	17,972
Pension Plans, Defined Benefit [Member] | Intermediate Credit [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | Intermediate Credit [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			17,972
Fair market value at end of year	7,380		7,380	17,972
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	7,380		17,972	17,972		7,380	17,972
Pension Plans, Defined Benefit [Member] | Intermediate Credit [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | US Treasury Securities [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	2,778		2,778	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	2,778		0	0		2,778	0
Pension Plans, Defined Benefit [Member] | US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	2,778		2,778	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	2,778		0	0		2,778	0
Pension Plans, Defined Benefit [Member] | US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | High Yield [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			2,674
Fair market value at end of year	266		266	2,674
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	266		2,674	2,674		266	2,674
Pension Plans, Defined Benefit [Member] | High Yield [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | High Yield [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			2,674
Fair market value at end of year	266		266	2,674
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	266		2,674	2,674		266	2,674
Pension Plans, Defined Benefit [Member] | High Yield [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | Global Real Estate [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			2,894
Fair market value at end of year	241		241	2,894
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	241		2,894	2,894		241	2,894
Pension Plans, Defined Benefit [Member] | Global Real Estate [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | Global Real Estate [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			2,894
Fair market value at end of year	241		241	2,894
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	241		2,894	2,894		241	2,894
Pension Plans, Defined Benefit [Member] | Global Real Estate [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | U.S. Equity Index [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			2,183
Fair market value at end of year	196		196	2,183
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	196		2,183	2,183		196	2,183
Pension Plans, Defined Benefit [Member] | U.S. Equity Index [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | U.S. Equity Index [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			2,183
Fair market value at end of year	196		196	2,183
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	196		2,183	2,183		196	2,183
Pension Plans, Defined Benefit [Member] | U.S. Equity Index [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | International Equities [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			2,034
Fair market value at end of year	182		182	2,034
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	182		2,034	2,034		182	2,034
Pension Plans, Defined Benefit [Member] | International Equities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | International Equities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			2,034
Fair market value at end of year	182		182	2,034
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	182		2,034	2,034		182	2,034
Pension Plans, Defined Benefit [Member] | International Equities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | U.S. Small Cap [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			1,122
Fair market value at end of year	95		95	1,122
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	95		1,122	1,122		95	1,122
Pension Plans, Defined Benefit [Member] | U.S. Small Cap [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	0		0	0		0	0
Pension Plans, Defined Benefit [Member] | U.S. Small Cap [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			1,122
Fair market value at end of year	95		95	1,122
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	95		1,122	1,122		95	1,122
Pension Plans, Defined Benefit [Member] | U.S. Small Cap [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair market value at beginning of year			0
Fair market value at end of year	0		0	0
Defined Benefit Plan, Information about Plan Assets [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	$ 0		$ 0	$ 0		$ 0	$ 0
Minimum [Member]
Defined Benefit Plan, Settlements and Curtailments [Abstract]
Pension Plan, Expected Termination Duration		15 months
Maximum [Member]
Defined Benefit Plan, Settlements and Curtailments [Abstract]
Pension Plan, Expected Termination Duration		24 months

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Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Current
U.S. Federal	$ 73,421	$ 74,235	$ 81,270
U.S. State and Local	10,660	12,840	14,506
Total current tax expense	84,081	87,075	95,776
Deferred
U.S. Federal	56	(2,022)	(8,275)
U.S. State and Local	(295)	186	(1,986)
Total deferred tax expense	(239)	(1,836)	(10,261)
Income tax provision	83,842	85,239	85,515
Deferred Tax Assets, Increase (Decrease) from Discontinued Operations	400	(24,300)	22,000
Deferred Tax Assets, Increase (Decrease) from Pension Related Charges Recorded in Accumulated Other Comprehensive Income	$ 800	$ 4,000	$ (2,300)
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	35.00%	35.00%	35.00%
Effective Income Tax Rate Reconciliation, State and Local Income Taxes	3.00%	3.80%	3.60%
Effective Income Tax Rate Reconciliation, Tax Credits	(1.10%)	(0.70%)	(1.00%)
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance	0.00%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, Other Adjustments	0.10%	0.30%	0.10%
Effective Income Tax Rate, Continuing Operations	37.00%	38.40%	37.70%
Income Taxes Paid, Net [Abstract]
Income taxes paid	$ 56,158	$ 69,919	$ 122,672
Income taxes refunded	(818)	(135)	(551)
Net income taxes paid	55,340	69,784	122,121
Deferred Tax Assets, Gross [Abstract]
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Self Insurance	33,531	32,242
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Compensation	31,478	28,047
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Deferred Rent	23,540	26,283
Deferred Tax Assets, Inventory	18,488	17,649
Deferred Tax Assets, Depreciation and Fixed Asset Basis Differences	10,523	9,972
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Pensions	7,815	9,086
Deferred Tax Assets, State Taxes	7,119	6,869
Deferred Tax Assets, Tax Credit Carryforwards, Other	4,253	4,048
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities	2,189	1,751
Deferred Tax Assets, Other	19,775	20,099
Deferred Tax Assets, Valuation Allowance	(2,419)	(2,373)
Deferred Tax Assets, Net	156,292	153,673
Deferred Tax Liabilities [Abstract]
Deferred Tax Liabilities, Property, Plant and Equipment	70,698	67,299
Deferred Tax Liabilities, Lease Construction Reimbursements	15,602	15,317
Deferred Tax Liabilities, Deferred Expense, Other Capitalized Costs	6,625	6,247
Deferred Tax Liabilities, Insurance Proceeds Receivable	4,329	4,203
Deferred Tax Liabilities, Other	11,299	14,314
Deferred Tax Liabilities	108,553	107,380
Net deferred tax assets	47,739	46,293
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options	700	1,200	200
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized Tax Benefits	14,922	16,650	16,019
Gross increases - tax positions in current year	939	898	991
Gross increases - tax positions in prior period	872	820	1,247
Gross decreases - tax positions in prior period	(430)	(2,418)	(532)
Settlements	(732)	(488)	(4)
Lapse of statute of limitations	(1,799)	(566)	(949)
Foreign currency translation (Increases)	0	26
Foreign currency translation (Decreases)			122
Unrecognized Tax Benefits	13,772	14,922	16,650
Income Tax Uncertainties [Abstract]
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	8,900	9,600
Federal Tax Expense (Benefit) on State and Local Income Taxes	4,300	4,700
Unrecognized Tax Benefits, Tax Positions with Uncertain Timing of Deductability	500	600
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense [Abstract]
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	100	500	$ 500
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract]
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	6,100	$ 6,000
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit	$ 3,000

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Income Taxes - Carryforwards (Details) $ in Thousands	Jan. 30, 2016 USD ($)
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards and Tax Credit Carryforward	$ 6,625
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	82
California Enterprise Zone [Member] | State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Tax Credit Carryforward, Amount	6,245
Texas Business Loss [Member] | State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Tax Credit Carryforward, Amount	$ 298

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Contingencies (Details)	3 Months Ended	12 Months Ended
	Aug. 01, 2015 USD ($)	Jan. 30, 2016 USD ($)
Pending Litigation [Member]
Loss Contingencies [Line Items]
Number of Shareholder Derivative Lawsuits		3
Unfavorable Regulatory Action [Member]
Loss Contingencies [Line Items]
Loss Contingency, Range of Possible Loss, Minimum		$ 100,000
Tabletop Torch and Citronella Matter [Member]
Loss Contingencies [Line Items]
General Liability Insurance Deductible		$ 1,000,000
Loss Contingency, Claims Settled, Number	1
Loss Contingency, Pending Claims, Number		2
Loss Contingency, Loss in Period	$ 4,500,000

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Contingencies - Commitments (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Commitments Disclosure [Abstract]
Self-insurance letters of credit	$ 55.0
Inventories [Member]
Commitments Disclosure [Abstract]
Purchase Commitment, Remaining Minimum Amount Committed	434.4
Purchase Commitment [Member]
Commitments Disclosure [Abstract]
Purchase Commitment, Remaining Minimum Amount Committed	181.4
Inventories [Member]
Commitments Disclosure [Abstract]
Long-term Purchase Commitment, Amount	33.9
Long-term Commitments, Purchases	$ 11.3	$ 16.8	$ 21.7

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Derivative Instruments (Details) number in Thousands, $ in Thousands	12 Months Ended
	Jan. 30, 2016 USD ($)
Fuel [Member]
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount	8,175
Energy Related Derivative [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative, Fair Value, Net	$ (4,665)
Energy Related Derivative [Member] | Other Nonoperating Income (Expense) [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Sale of Commodity Contracts	(535)
Unrealized Gain (Loss) on Commodity Contracts	(4,665)
Derivative, Gain (Loss) on Derivative, Net	(5,200)
Energy Related Derivative [Member] | Other Current Assets [Member]
Derivative Asset [Abstract]
Derivative Asset, Current	78
Energy Related Derivative [Member] | Other Assets [Member]
Derivative Asset [Abstract]
Derivative Asset	794
Energy Related Derivative [Member] | Accrued Operating Expenses [Member]
Derivative Liability [Abstract]
Derivative Liability, Current	(2,799)
Energy Related Derivative [Member] | Other Liabilities [Member]
Derivative Liability [Abstract]
Derivative Liability	$ (2,738)

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Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended										12 Months Ended
	Jan. 30, 2016	Oct. 31, 2015	Aug. 01, 2015	May. 02, 2015	Jan. 31, 2015	Nov. 01, 2014	Aug. 02, 2014	May. 03, 2014	Feb. 01, 2014	Jan. 31, 2009	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2008
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operation before income tax											$ 0	$ (36,237)	$ (40,041)
Discontinued Operation, Tax Effect of Discontinued Operation											135	(13,852)	(24,046)
Loss from discontinued operations	$ (160)	$ 195	$ (75)	$ (95)	$ 448	$ (326)	$ 2,726	$ (25,233)			(135)	(22,385)	(15,995)
CANADA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales											0	6,040	177,157
Costs of sales											3	3,356	119,221
Gross margin											(3)	2,684	57,936
Selling and administrative expenses											(224)	33,419	95,713
Depreciation expense											0	2	1,894
Operating profit (loss)											221	(30,737)	(39,671)
Interest expense											0	(18)	(46)
Other income (expense)											(56)	(5,243)	(1,201)
Income (loss) from discontinued operation before income tax											165	(35,998)	(40,918)
Discontinued Operation, Tax Effect of Discontinued Operation											206	(13,771)	(24,397)
Loss from discontinued operations											(41)	(22,227)	(16,521)
Wholesale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operation before income tax											(164)	(248)	(4,371)
KB Toys [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operation before income tax											0	9	5,248
KB-I Bankruptcy [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Accrued Liabilities														$ 0
Discontinued Operation, Bankrupty Lease Obligation Accrual Expense									$ (2,100)
KB-II Bankruptcy [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Accrued Liabilities									0				0
Discontinued Operation, Bankrupty Lease Obligation Accrual Expense									$ (3,100)	$ 5,000
Other [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operation before income tax											$ (1)	$ 0	$ 0
CANADA | CANADA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax								5,100
Contract Termination [Member] | CANADA | CANADA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Restructuring Charges								23,000
Employee Severance [Member] | CANADA | CANADA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Severance Costs								$ 2,200

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Components of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ 0	$ (5,022)	$ (1,433)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	0	(39)	(3,589)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax	0	5,061	0
Foreign currency translation	0	5,022	(3,589)
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	0	0	(5,022)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(14,656)	(8,489)	(11,897)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax	(3,730)	(8,180)	2,352
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Net of Tax	2,409	2,013	1,056
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	(1,321)	(6,167)	3,408
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(15,977)	(14,656)	(8,489)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(14,656)	(13,511)	(13,330)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(3,730)	(8,219)	(1,237)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	2,409	7,074	1,056
Other Comprehensive Income (Loss), Net of Tax	(1,321)	(1,145)	(181)
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (15,977)	$ (14,656)	$ (13,511)

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Sale of Real Estate (Details) - CALIFORNIA $ in Millions	3 Months Ended
	Nov. 02, 2013 USD ($)
Sale Leaseback Transaction [Line Items]
Sale Leaseback Transaction, Net Proceeds	$ 5.1
Sale Leaseback Transaction, Current Period Gain Recognized	3.6
Sale Leaseback Transaction, Deferred Gain, Gross	$ 0.8

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Business Segment Data (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 30, 2016	Oct. 31, 2015	Aug. 01, 2015	May. 02, 2015	Jan. 31, 2015	Nov. 01, 2014	Aug. 02, 2014	May. 03, 2014	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Segment Reporting Information [Line Items]
Net sales	$ 1,583,967	$ 1,116,474	$ 1,209,686	$ 1,280,455	$ 1,593,349	$ 1,107,095	$ 1,195,363	$ 1,281,271	$ 5,190,582	$ 5,177,078	$ 5,124,755
Furniture [Member]
Segment Reporting Information [Line Items]
Net sales									1,135,757	1,051,165	961,749
Consumables [Member]
Segment Reporting Information [Line Items]
Net sales									944,389	953,028	918,124
Food [Member]
Segment Reporting Information [Line Items]
Net sales									845,541	821,915	747,840
Seasonal [Member]
Segment Reporting Information [Line Items]
Net sales									845,085	877,086	907,787
Soft Home [Member]
Segment Reporting Information [Line Items]
Net sales									598,777	569,730	537,798
Hard Home [Member]
Segment Reporting Information [Line Items]
Net sales									477,451	510,095	565,126
Electronics & Accessories [Member]
Segment Reporting Information [Line Items]
Net sales									$ 343,582	$ 394,059	$ 486,331

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Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 30, 2016	Oct. 31, 2015	Aug. 01, 2015	May. 02, 2015	Jan. 31, 2015	Nov. 01, 2014	Aug. 02, 2014	May. 03, 2014	Jan. 30, 2016	Jan. 31, 2015	Feb. 01, 2014
Selected Quarterly Financial Data [Abstract]
Net sales	$ 1,583,967	$ 1,116,474	$ 1,209,686	$ 1,280,455	$ 1,593,349	$ 1,107,095	$ 1,195,363	$ 1,281,271	$ 5,190,582	$ 5,177,078	$ 5,124,755
Gross margin	647,229	440,007	475,834	504,116	649,929	430,942	469,527	493,556	2,067,186	2,043,954	2,007,369
Income (loss) from continuing operations	94,692	(1,703)	17,711	32,308	93,983	(3,115)	17,212	28,581	143,008	136,661	141,290
Income (loss) from discontinued operations	(160)	195	(75)	(95)	448	(326)	2,726	(25,233)	(135)	(22,385)	(15,995)
Net income (loss)	$ 94,532	$ (1,508)	$ 17,636	$ 32,213	$ 94,431	$ (3,441)	$ 19,938	$ 3,348	$ 142,873	$ 114,276	$ 125,295
Earnings Per Share, Basic [Abstract]
Continuing operations	$ 1.93	$ (0.03)	$ 0.35	$ 0.61	$ 1.78	$ (0.06)	$ 0.31	$ 0.50	$ 2.83	$ 2.49	$ 2.46
Discontinued operations	0.00	0.00	0.00	0.00	0.01	(0.01)	0.05	(0.44)	0.00	(0.41)	(0.28)
Earnings per common share - basic	1.93	(0.03)	0.35	0.61	1.79	(0.06)	0.36	0.06	2.83	2.08	2.18
Earnings Per Share, Diluted [Abstract]
Continuing operations	1.91	(0.03)	0.35	0.60	1.76	(0.06)	0.31	0.50	2.81	2.46	2.44
Discontinued operations	0.00	0.00	0.00	0.00	0.01	(0.01)	0.05	(0.44)	0.00	(0.40)	(0.28)
Earnings per common share - diluted	$ 1.91	$ (0.03)	$ 0.34	$ 0.60	$ 1.77	$ (0.06)	$ 0.36	$ 0.06	$ 2.80	$ 2.06	$ 2.16

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Subsequent Event (Details) $ in Millions	Mar. 01, 2016 USD ($)
Common Stock [Member] | 2016 Repurchase Program [Member]
Subsequent Event [Line Items]
Stock Repurchase Program, Authorized Amount	$ 250.0