form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 12, 2010
BIG
LOTS, INC.
(Exact
name of registrant as specified in its charter)
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Ohio
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1-8897
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06-1119097
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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300
Phillipi Road, Columbus, Ohio 43228
(Address
of principal executive offices) (Zip Code)
(614)
278-6800
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On
January 12, 2010, Big Lots, Inc. (“we,” “us” or “our”) issued a press release
which announced participation in an investor conference, updated comparable
store sales guidance for our fourth quarter of fiscal 2009, and updated earnings
guidance for our fourth quarter and full year fiscal 2009.
The press
release included an estimate of our fiscal 2009 adjusted diluted earnings per
common share, a “non-GAAP financial measure” as that term is defined by Rule 101
of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part
229). This non-GAAP financial measure excludes from the most directly
comparable financial measures calculated and presented in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”) $0.10 per diluted common share related to the net gain on the sale of
real estate that was recognized in the third quarter of fiscal
2009. As required by Rule 100 of Regulation G and Item 10 of
Regulation S-K, the press release, which was posted in the Investor Relations
section of our website, contained a presentation of the most directly comparable
financial measure calculated and presented in accordance with GAAP and a
reconciliation of the differences between the non-GAAP financial measure and the
most directly comparable financial measure calculated and presented in
accordance with GAAP.
Our
management believes that the disclosure of this non-GAAP financial measure
provides useful information to investors because the non-GAAP financial measure
presents an alternative and more relevant method for measuring our operating
performance, excluding a special item included in the most directly comparable
GAAP financial measure, that our management believes is more indicative of our
ongoing operating results and financial condition. Our management
uses non-GAAP financial measures, along with the most directly comparable GAAP
financial measures, in evaluating our operating performance. Non-GAAP
financial measures should not be considered in isolation from, or as a
substitute for, financial information presented in accordance with
GAAP. Non-GAAP financial measures as reported by us may not be
comparable to similarly titled items reported by other companies.
Attached
as an exhibit to this Form 8-K is a copy of our January 12, 2010 press release
(Exhibit 99.1), including information concerning forward-looking statements and
factors that may affect our future results. By providing the
information in this Form 8-K and the attached exhibit, we are making no
admission as to the materiality of any information in this Form 8-K or the
exhibit.
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Item
9.01
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Financial
Statements and Exhibits.
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Big
Lots, Inc. press release dated January 12,
2010.
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Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BIG
LOTS, INC.
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BIG
LOTS, INC.
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Date: January
12, 2010
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By:
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/s/ Charles W. Haubiel
II
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Charles
W. Haubiel II
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Senior
Vice President, Legal and Real Estate,
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General
Counsel and Corporate Secretary
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