Item 2.02 Results of Operations and Financial Condition.



On August 27, 2021, Big Lots, Inc. ("we," "us," "our" or "Company") issued a
press release (the "Earnings Press Release") and conducted a conference call,
both of which: (i) reported our second quarter 2021 unaudited results; (ii)
provided initial guidance for the third quarter of fiscal 2021; (iii) provided
guidance for the full year fiscal 2021; (iv) directed listeners to an investor
presentation published on our website; and (v) provided an update on the status
of our quarterly cash dividend program.

The conference call included "non-GAAP financial measures," 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). Specifically, the following non-GAAP financial measures
were included: (i) adjusted selling and administrative expenses; (ii) adjusted
selling and administrative expense rate; (iii) adjusted gain on sale of
distribution centers; (iv) adjusted gain on sale of distribution centers rate;
(v) adjusted operating profit; (vi) adjusted operating profit rate; (vii)
adjusted income tax expense; (viii) adjusted effective income tax rate; (ix)
adjusted net income; and (x) adjusted diluted earnings per share.

The non-GAAP financial measures exclude from the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP")) the following items for the periods noted:


                                                           Fiscal 2020      Fiscal 2020 Second
Item                                                     Second Quarter    Quarter Year-to-Date     Fiscal 2020 Full Year
After-tax adjustment for gain on sale of distribution           X

centers of $341.9 million, or $8.54 per diluted share After-tax adjustment for gain on sale of distribution

X

centers of $341.9 million, or $8.63 per diluted share After-tax adjustment for gain on sale of distribution

                                                         X

centers of $341.9 million, or $8.75 per diluted share





The Earnings Press Release posted in the Investor Relations section of our
website contains a presentation of the most directly comparable financial
measure calculated and presented in accordance with GAAP and a reconciliation of
the difference between the non-GAAP financial measures and the most directly
comparable financial measures calculated and presented in accordance with GAAP.

Our management believes that disclosure of the non-GAAP financial measures
provides useful information to investors because the non-GAAP financial measures
present an alternative and more relevant method for measuring our operating
performance, excluding special items included in the most directly comparable
GAAP financial measures, which our management believes are more indicative of
our ongoing operating results and financial condition. These non-GAAP financial
measures, along with the most directly comparable GAAP financial measures, are
used by our management to evaluate 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 exhibits to this Form 8-K are copies of the Earnings Press Release
(Exhibit 99.1), the transcript of our August 27, 2021 conference call (Exhibit
99.2) and an investor presentation on second quarter 2021 results (Exhibit
99.3), including information concerning forward-looking statements and factors
that may affect our future results. The information in Exhibits 99.1, 99.2 and
99.3 is being furnished, not filed, pursuant to Item 2.02 of this Form 8-K. By
furnishing the information in this Form 8-K and the attached exhibits, we are
making no admission as to the materiality of any information in this Form 8-K or
the exhibits.


Item 8.01  Other Events.

On August 27, 2021, the Company issued a press release announcing that our Board
of Directors declared a quarterly cash dividend on August 25, 2021 for the third
quarter of fiscal 2021 of $0.30 per common share payable on September 24, 2021,
to shareholders of record as of the close of business on September 10, 2021.
This press release is filed herewith as Exhibit 99.4 hereto and incorporated by
reference herein.





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Item 9.01 Financial Statements and Exhibits.


        (d)     Exhibits

                Exhibit No.              Description

                  99.1                   Big Lots, Inc. press release on

operating results and guidance dated

August 27, 2021.

                  99.2                   Big Lots, Inc. conference call

transcript dated August 27, 2021.



                  99.3                   Big Lots, Inc. investor

presentation on second quarter 2021 results


                                         dated August 27, 2021.

                  99.4                   Big Lots, Inc. press release on

dividend declaration dated August 27,


                                         2021.

                104                      Cover Page Interactive Data File

(formatted as Inline XBRL).

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