Big Lots 2009 Annual Report Download - page 192

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BIG LOTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Note 14 — Subsequent Events
On March 2, 2010, our Board of Directors authorized a $250.0 million increase to our $150.0 million program
bringing the total authorization of the 2010 Repurchase Program to $400.0 million. On March 10, 2010, we
utilized $150.0 million of the authorization to execute an accelerated share repurchase transaction which
reduced our common shares outstanding by 3.6 million. The total number of shares repurchased under the ASR
will be based upon the volume weighted average price of our stock over a predetermined period and will not
be known until that period ends and a final settlement occurs. The final settlement could increase or decrease
the 3.6 million shares initially reduced from our outstanding common shares. The terms of the ASR restrict us
from declaring a dividend prior to its completion, which is currently scheduled to be no later than January 26,
2011. The remaining $250 million will be utilized 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 2010 Repurchase Program will be available to meet obligations under equity compensation
plans and for general corporate purposes. The 2010 Repurchase Program will continue until exhausted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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.
Internal control systems, no matter how well designed and operated, have inherent limitations, including the
possibility of the circumvention or overriding of controls. Due to these inherent limitations, our internal control
over financial reporting may not prevent or detect misstatements. As a result, projections of effectiveness to
future periods are subject to risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of January 30, 2010. 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. Based on this assessment, management,
including the Chief Executive Officer and Chief Financial Officer, concluded that we maintained effective internal
control over financial reporting as of January 30, 2010.
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.