(X)
|
Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
|
( )
|
Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
|
Virginia
|
|
26-2018846
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Yes (X)
|
No ( )
|
Yes (X)
|
No ( )
|
Large accelerated filer (X)
|
Accelerated filer ( )
|
Non accelerated filer ( )
|
Smaller reporting company ( )
|
Yes ( )
|
No (X)
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 30,
|
|
August 1,
|
|
July 30,
|
|
August 1,
|
||||||||
(in millions, except per share data)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
|
$
|
4,996.3
|
|
|
$
|
3,011.2
|
|
|
$
|
10,082.1
|
|
|
$
|
5,187.8
|
|
Cost of sales
|
|
3,483.9
|
|
|
2,156.0
|
|
|
7,015.2
|
|
|
3,583.7
|
|
||||
Gross profit
|
|
1,512.4
|
|
|
855.2
|
|
|
3,066.9
|
|
|
1,604.1
|
|
||||
Selling, general and administrative expenses
|
|
1,155.2
|
|
|
731.8
|
|
|
2,291.0
|
|
|
1,247.8
|
|
||||
Operating income
|
|
357.2
|
|
|
123.4
|
|
|
775.9
|
|
|
356.3
|
|
||||
Interest expense, net
|
|
87.3
|
|
|
263.9
|
|
|
174.6
|
|
|
386.2
|
|
||||
Other (income) expense, net
|
|
—
|
|
|
1.7
|
|
|
(0.2
|
)
|
|
(0.9
|
)
|
||||
Income (loss) before income taxes
|
|
269.9
|
|
|
(142.2
|
)
|
|
601.5
|
|
|
(29.0
|
)
|
||||
Income tax expense (benefit)
|
|
99.7
|
|
|
(44.2
|
)
|
|
198.7
|
|
|
(0.5
|
)
|
||||
Net income (loss)
|
|
$
|
170.2
|
|
|
$
|
(98.0
|
)
|
|
$
|
402.8
|
|
|
$
|
(28.5
|
)
|
Basic net income (loss) per share
|
|
$
|
0.72
|
|
|
$
|
(0.46
|
)
|
|
$
|
1.71
|
|
|
$
|
(0.14
|
)
|
Diluted net income (loss) per share
|
|
$
|
0.72
|
|
|
$
|
(0.46
|
)
|
|
$
|
1.70
|
|
|
$
|
(0.14
|
)
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 30,
|
|
August 1,
|
|
July 30,
|
|
August 1,
|
||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
|
$
|
170.2
|
|
|
$
|
(98.0
|
)
|
|
$
|
402.8
|
|
|
$
|
(28.5
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
(2.3
|
)
|
|
(9.1
|
)
|
|
6.6
|
|
|
(3.5
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income (loss)
|
|
$
|
167.9
|
|
|
$
|
(107.1
|
)
|
|
$
|
409.4
|
|
|
$
|
(32.0
|
)
|
(in millions)
|
|
July 30, 2016
|
|
January 30, 2016
|
|
August 1, 2015
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
1,093.2
|
|
|
$
|
736.1
|
|
|
$
|
1,302.5
|
|
Short-term investments
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|||
Merchandise inventories, net
|
|
2,975.1
|
|
|
2,885.5
|
|
|
2,825.1
|
|
|||
Current deferred tax assets, net
|
|
—
|
|
|
—
|
|
|
85.5
|
|
|||
Other current assets
|
|
377.1
|
|
|
310.3
|
|
|
307.6
|
|
|||
Total current assets
|
|
4,449.4
|
|
|
3,935.9
|
|
|
4,524.7
|
|
|||
Property, plant and equipment, net of accumulated depreciation
of $2,437.9, $2,172.0 and $1,891.7, respectively
|
|
3,174.2
|
|
|
3,125.5
|
|
|
3,151.9
|
|
|||
Assets available for sale
|
|
13.5
|
|
|
12.1
|
|
|
—
|
|
|||
Goodwill
|
|
5,023.8
|
|
|
5,021.7
|
|
|
4,982.8
|
|
|||
Favorable lease rights, net
|
|
518.8
|
|
|
569.4
|
|
|
620.8
|
|
|||
Tradename intangible asset
|
|
3,100.0
|
|
|
3,100.0
|
|
|
3,100.0
|
|
|||
Other intangible assets, net
|
|
5.4
|
|
|
5.8
|
|
|
6.3
|
|
|||
Other assets
|
|
44.3
|
|
|
130.8
|
|
|
178.6
|
|
|||
Total assets
|
|
$
|
16,329.4
|
|
|
$
|
15,901.2
|
|
|
$
|
16,565.1
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Current portion of long-term debt
|
|
$
|
145.5
|
|
|
$
|
108.0
|
|
|
$
|
83.0
|
|
Accounts payable
|
|
1,351.5
|
|
|
1,251.9
|
|
|
1,152.5
|
|
|||
Other current liabilities
|
|
683.0
|
|
|
722.6
|
|
|
837.8
|
|
|||
Income taxes payable
|
|
—
|
|
|
12.9
|
|
|
—
|
|
|||
Total current liabilities
|
|
2,180.0
|
|
|
2,095.4
|
|
|
2,073.3
|
|
|||
Long-term debt, net, excluding current portion
|
|
7,155.7
|
|
|
7,238.4
|
|
|
8,265.5
|
|
|||
Unfavorable lease rights, net
|
|
136.6
|
|
|
149.3
|
|
|
162.4
|
|
|||
Deferred tax liabilities, net
|
|
1,556.0
|
|
|
1,586.6
|
|
|
1,655.1
|
|
|||
Income taxes payable, long-term
|
|
73.6
|
|
|
71.4
|
|
|
34.4
|
|
|||
Other liabilities
|
|
370.6
|
|
|
353.2
|
|
|
327.4
|
|
|||
Total liabilities
|
|
11,472.5
|
|
|
11,494.3
|
|
|
12,518.1
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
||||||
Shareholders' equity
|
|
4,856.9
|
|
|
4,406.9
|
|
|
4,047.0
|
|
|||
Total liabilities and shareholders' equity
|
|
$
|
16,329.4
|
|
|
$
|
15,901.2
|
|
|
$
|
16,565.1
|
|
|
|
|
|
|
|
|
||||||
Common shares outstanding
|
|
235.7
|
|
|
235.0
|
|
|
234.7
|
|
|
|
26 Weeks Ended
|
||||||
|
|
July 30,
|
|
August 1,
|
||||
(in millions)
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
402.8
|
|
|
$
|
(28.5
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
324.2
|
|
|
137.6
|
|
||
Provision for deferred taxes
|
|
(31.1
|
)
|
|
(17.6
|
)
|
||
Amortization of debt discount and debt-issuance costs
|
|
9.5
|
|
|
4.7
|
|
||
Other non-cash adjustments to net income (loss)
|
|
43.1
|
|
|
57.5
|
|
||
Changes in operating assets and liabilities
|
|
(68.2
|
)
|
|
(178.1
|
)
|
||
Net cash provided by (used in) operating activities
|
|
680.3
|
|
|
(24.4
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(355.9
|
)
|
|
(167.0
|
)
|
||
Increase in restricted cash
|
|
—
|
|
|
(12.0
|
)
|
||
Acquisition of Family Dollar, net of common stock issued, equity compensation and cash
acquired
|
|
—
|
|
|
(6,525.6
|
)
|
||
Purchase of restricted investments
|
|
(36.1
|
)
|
|
—
|
|
||
Proceeds from sale of restricted investments
|
|
118.1
|
|
|
—
|
|
||
Proceeds from (payments for) fixed asset disposition
|
|
1.5
|
|
|
(0.3
|
)
|
||
Net cash used in investing activities
|
|
(272.4
|
)
|
|
(6,704.9
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Principal payments for long-term debt
|
|
(54.0
|
)
|
|
(935.2
|
)
|
||
Proceeds from long-term debt, net of discount
|
|
—
|
|
|
8,200.0
|
|
||
Debt-issuance costs
|
|
(0.7
|
)
|
|
(88.9
|
)
|
||
Proceeds from stock issued pursuant to stock-based compensation plans
|
|
22.7
|
|
|
3.9
|
|
||
Cash paid for taxes on exercises/vesting of stock-based compensation
|
|
(19.9
|
)
|
|
(21.3
|
)
|
||
Tax benefit of exercises/vesting of stock-based compensation
|
|
—
|
|
|
10.0
|
|
||
Net cash provided by (used in) financing activities
|
|
(51.9
|
)
|
|
7,168.5
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
1.1
|
|
|
(0.8
|
)
|
||
Net increase in cash and cash equivalents
|
|
357.1
|
|
|
438.4
|
|
||
Cash and cash equivalents at beginning of period
|
|
736.1
|
|
|
864.1
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
1,093.2
|
|
|
$
|
1,302.5
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||
Cash paid for:
|
|
|
|
|
|
|
||
Interest, net of amounts capitalized
|
|
$
|
175.0
|
|
|
$
|
206.7
|
|
Income taxes
|
|
$
|
319.0
|
|
|
$
|
129.7
|
|
Non-cash transactions:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
78.7
|
|
|
$
|
50.9
|
|
Acquisition cost paid in common stock
|
|
$
|
—
|
|
|
$
|
2,272.4
|
|
•
|
Savings from sourcing and procurement of merchandise and non-merchandise goods and services driven by leveraging the combined volume of the Dollar Tree and Family Dollar banners, among other things;
|
•
|
Rebannering to optimize store formats;
|
•
|
A reduction in overhead and corporate selling, general and administrative expenses by eliminating redundant positions and optimizing processes; and
|
•
|
Savings resulting from the optimization of distribution and logistics networks.
|
|
|
Pro Forma - Unaudited
|
||||||
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||
(in millions, except per share data)
|
|
August 1, 2015
|
|
August 1, 2015
|
||||
Net sales
|
|
$
|
4,802.0
|
|
|
$
|
9,599.9
|
|
Net income
|
|
$
|
81.3
|
|
|
$
|
231.1
|
|
Basic net income per share
|
|
$
|
0.35
|
|
|
$
|
0.98
|
|
Diluted net income per share
|
|
$
|
0.34
|
|
|
$
|
0.98
|
|
(in millions)
|
|
July 30,
2016 |
|
January 30,
2016 |
|
August 1,
2015 |
||||||
Level 1
|
|
|
|
|
|
|
||||||
Restricted investments
|
|
$
|
—
|
|
|
$
|
82.0
|
|
|
$
|
88.0
|
|
Short-term investments
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|||
Long-term debt - secured senior notes and Acquisition Notes
|
|
3,804.8
|
|
|
3,754.6
|
|
|
3,713.8
|
|
|||
Level 2
|
|
|
|
|
|
|
||||||
Restricted investments
|
|
—
|
|
|
—
|
|
|
34.0
|
|
|||
Diesel fuel swap liabilities
|
|
—
|
|
|
0.8
|
|
|
3.5
|
|
|||
Long-term debt - term loans
|
|
3,862.0
|
|
|
3,886.1
|
|
|
4,936.0
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 30,
|
|
August 1,
|
|
July 30,
|
|
August 1,
|
||||||||
(in millions, except per share data)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
170.2
|
|
|
$
|
(98.0
|
)
|
|
$
|
402.8
|
|
|
$
|
(28.5
|
)
|
Weighted average number of shares outstanding
|
|
235.6
|
|
|
214.3
|
|
|
235.5
|
|
|
210.3
|
|
||||
Basic net income (loss) per share
|
|
$
|
0.72
|
|
|
$
|
(0.46
|
)
|
|
$
|
1.71
|
|
|
$
|
(0.14
|
)
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
170.2
|
|
|
$
|
(98.0
|
)
|
|
$
|
402.8
|
|
|
$
|
(28.5
|
)
|
Weighted average number of shares outstanding
|
|
235.6
|
|
|
214.3
|
|
|
235.5
|
|
|
210.3
|
|
||||
Dilutive effect of stock options and restricted stock (as determined by applying the treasury stock method)
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||||
Weighted average number of shares and
dilutive potential shares outstanding
|
|
236.7
|
|
|
214.3
|
|
|
236.6
|
|
|
210.3
|
|
||||
Diluted net income (loss) per share
|
|
$
|
0.72
|
|
|
$
|
(0.46
|
)
|
|
$
|
1.70
|
|
|
$
|
(0.14
|
)
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 30,
|
|
August 1,
|
|
July 30,
|
|
August 1,
|
||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Dollar Tree
|
|
$
|
2,387.5
|
|
|
$
|
2,199.6
|
|
|
$
|
4,772.0
|
|
|
$
|
4,376.2
|
|
Family Dollar
|
|
2,608.8
|
|
|
811.6
|
|
|
5,310.1
|
|
|
811.6
|
|
||||
Total net sales
|
|
$
|
4,996.3
|
|
|
$
|
3,011.2
|
|
|
$
|
10,082.1
|
|
|
$
|
5,187.8
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 30,
|
|
August 1,
|
|
July 30,
|
|
August 1,
|
||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
||||||||
Dollar Tree
|
|
$
|
818.1
|
|
|
$
|
749.3
|
|
|
$
|
1,638.8
|
|
|
$
|
1,498.2
|
|
Family Dollar
|
|
694.3
|
|
|
105.9
|
|
|
1,428.1
|
|
|
105.9
|
|
||||
Total gross profit
|
|
$
|
1,512.4
|
|
|
$
|
855.2
|
|
|
$
|
3,066.9
|
|
|
$
|
1,604.1
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 30,
|
|
August 1,
|
|
July 30,
|
|
August 1,
|
||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Depreciation and amortization expense:
|
|
|
|
|
|
|
|
|
||||||||
Dollar Tree
|
|
$
|
59.3
|
|
|
$
|
53.8
|
|
|
$
|
116.7
|
|
|
$
|
106.6
|
|
Family Dollar
|
|
102.7
|
|
|
37.5
|
|
|
207.7
|
|
|
37.5
|
|
||||
Total depreciation and amortization expense
|
|
$
|
162.0
|
|
|
$
|
91.3
|
|
|
$
|
324.4
|
|
|
$
|
144.1
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 30,
|
|
August 1,
|
|
July 30,
|
|
August 1,
|
||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Dollar Tree
|
|
$
|
262.5
|
|
|
$
|
218.4
|
|
|
$
|
543.1
|
|
|
$
|
451.3
|
|
Family Dollar
|
|
94.7
|
|
|
(95.0
|
)
|
|
232.8
|
|
|
(95.0
|
)
|
||||
Total operating income
|
|
$
|
357.2
|
|
|
$
|
123.4
|
|
|
$
|
775.9
|
|
|
$
|
356.3
|
|
|
|
As of
|
||||||||||
|
|
July 30,
|
|
January 30,
|
|
August 1,
|
||||||
(in millions)
|
|
2016
|
|
2016
|
|
2015
|
||||||
Total assets:
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
3,787.4
|
|
|
$
|
3,472.0
|
|
|
$
|
3,800.8
|
|
Family Dollar
|
|
12,542.0
|
|
|
12,429.2
|
|
|
12,764.3
|
|
|||
Total assets
|
|
$
|
16,329.4
|
|
|
$
|
15,901.2
|
|
|
$
|
16,565.1
|
|
|
|
As of
|
||||||||||
|
|
July 30,
|
|
January 30,
|
|
August 1,
|
||||||
(in millions)
|
|
2016
|
|
2016
|
|
2015
|
||||||
Total goodwill:
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
315.9
|
|
|
$
|
283.6
|
|
|
$
|
163.8
|
|
Family Dollar
|
|
4,707.9
|
|
|
4,738.1
|
|
|
4,819.0
|
|
|||
Total goodwill
|
|
$
|
5,023.8
|
|
|
$
|
5,021.7
|
|
|
$
|
4,982.8
|
|
|
|
13 Weeks Ended July 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
4,951.8
|
|
|
$
|
230.3
|
|
|
$
|
(185.8
|
)
|
|
$
|
4,996.3
|
|
Cost of sales
|
|
—
|
|
|
3,468.8
|
|
|
210.2
|
|
|
(195.1
|
)
|
|
3,483.9
|
|
|||||
Gross profit
|
|
—
|
|
|
1,483.0
|
|
|
20.1
|
|
|
9.3
|
|
|
1,512.4
|
|
|||||
Selling, general and administrative
|
|
|
|
|
|
|
|
|
|
|
||||||||||
expenses
|
|
1.9
|
|
|
1,125.1
|
|
|
16.2
|
|
|
12.0
|
|
|
1,155.2
|
|
|||||
Operating income (loss)
|
|
(1.9
|
)
|
|
357.9
|
|
|
3.9
|
|
|
(2.7
|
)
|
|
357.2
|
|
|||||
Interest expense (income), net
|
|
72.7
|
|
|
16.5
|
|
|
(1.9
|
)
|
|
—
|
|
|
87.3
|
|
|||||
Other expense, net
|
|
2.7
|
|
|
—
|
|
|
0.4
|
|
|
(3.1
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
|
(77.3
|
)
|
|
341.4
|
|
|
5.4
|
|
|
0.4
|
|
|
269.9
|
|
|||||
Income tax expense (benefit)
|
|
(30.4
|
)
|
|
129.7
|
|
|
0.3
|
|
|
0.1
|
|
|
99.7
|
|
|||||
Equity in earnings of subsidiaries
|
|
(216.6
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
218.5
|
|
|
—
|
|
|||||
Net income
|
|
169.7
|
|
|
213.6
|
|
|
5.1
|
|
|
(218.2
|
)
|
|
170.2
|
|
|||||
Other comprehensive loss
|
|
(2.4
|
)
|
|
(0.6
|
)
|
|
(2.4
|
)
|
|
3.1
|
|
|
(2.3
|
)
|
|||||
Comprehensive income
|
|
$
|
167.3
|
|
|
$
|
213.0
|
|
|
$
|
2.7
|
|
|
$
|
(215.1
|
)
|
|
$
|
167.9
|
|
|
|
13 Weeks Ended August 1, 2015
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
2,964.8
|
|
|
$
|
141.0
|
|
|
$
|
(94.6
|
)
|
|
$
|
3,011.2
|
|
Cost of sales
|
|
—
|
|
|
2,123.7
|
|
|
106.2
|
|
|
(73.9
|
)
|
|
2,156.0
|
|
|||||
Gross profit
|
|
—
|
|
|
841.1
|
|
|
34.8
|
|
|
(20.7
|
)
|
|
855.2
|
|
|||||
Selling, general and administrative
|
|
|
|
|
|
|
|
|
|
|
||||||||||
expenses
|
|
17.4
|
|
|
698.3
|
|
|
14.5
|
|
|
1.6
|
|
|
731.8
|
|
|||||
Operating income (loss)
|
|
(17.4
|
)
|
|
142.8
|
|
|
20.3
|
|
|
(22.3
|
)
|
|
123.4
|
|
|||||
Interest expense (income), net
|
|
158.8
|
|
|
105.6
|
|
|
(0.5
|
)
|
|
—
|
|
|
263.9
|
|
|||||
Other expense, net
|
|
3.7
|
|
|
1.4
|
|
|
0.4
|
|
|
(3.8
|
)
|
|
1.7
|
|
|||||
Income (loss) before income taxes
|
|
(179.9
|
)
|
|
35.8
|
|
|
20.4
|
|
|
(18.5
|
)
|
|
(142.2
|
)
|
|||||
Income tax expense (benefit)
|
|
(57.2
|
)
|
|
7.0
|
|
|
6.0
|
|
|
—
|
|
|
(44.2
|
)
|
|||||
Equity in earnings of subsidiaries
|
|
(43.4
|
)
|
|
(17.7
|
)
|
|
—
|
|
|
61.1
|
|
|
—
|
|
|||||
Net income (loss)
|
|
(79.3
|
)
|
|
46.5
|
|
|
14.4
|
|
|
(79.6
|
)
|
|
(98.0
|
)
|
|||||
Other comprehensive loss
|
|
(9.1
|
)
|
|
—
|
|
|
(9.1
|
)
|
|
9.1
|
|
|
(9.1
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(88.4
|
)
|
|
$
|
46.5
|
|
|
$
|
5.3
|
|
|
$
|
(70.5
|
)
|
|
$
|
(107.1
|
)
|
|
|
26 Weeks Ended July 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
9,985.2
|
|
|
$
|
415.1
|
|
|
$
|
(318.2
|
)
|
|
$
|
10,082.1
|
|
Cost of sales
|
|
—
|
|
|
6,958.6
|
|
|
370.8
|
|
|
(314.2
|
)
|
|
7,015.2
|
|
|||||
Gross profit
|
|
—
|
|
|
3,026.6
|
|
|
44.3
|
|
|
(4.0
|
)
|
|
3,066.9
|
|
|||||
Selling, general and administrative
|
|
|
|
|
|
|
|
|
|
|
||||||||||
expenses
|
|
3.9
|
|
|
2,263.1
|
|
|
30.8
|
|
|
(6.8
|
)
|
|
2,291.0
|
|
|||||
Operating income (loss)
|
|
(3.9
|
)
|
|
763.5
|
|
|
13.5
|
|
|
2.8
|
|
|
775.9
|
|
|||||
Interest expense (income), net
|
|
145.6
|
|
|
32.8
|
|
|
(3.8
|
)
|
|
—
|
|
|
174.6
|
|
|||||
Other (income) expense, net
|
|
(3.0
|
)
|
|
(0.3
|
)
|
|
0.3
|
|
|
2.8
|
|
|
(0.2
|
)
|
|||||
Income (loss) before income taxes
|
|
(146.5
|
)
|
|
731.0
|
|
|
17.0
|
|
|
—
|
|
|
601.5
|
|
|||||
Income tax expense (benefit)
|
|
(64.1
|
)
|
|
259.0
|
|
|
3.8
|
|
|
—
|
|
|
198.7
|
|
|||||
Equity in earnings of subsidiaries
|
|
(485.1
|
)
|
|
(8.8
|
)
|
|
—
|
|
|
493.9
|
|
|
—
|
|
|||||
Net income
|
|
402.7
|
|
|
480.8
|
|
|
13.2
|
|
|
(493.9
|
)
|
|
402.8
|
|
|||||
Other comprehensive income
|
|
6.6
|
|
|
2.0
|
|
|
6.6
|
|
|
(8.6
|
)
|
|
6.6
|
|
|||||
Comprehensive income
|
|
$
|
409.3
|
|
|
$
|
482.8
|
|
|
$
|
19.8
|
|
|
$
|
(502.5
|
)
|
|
$
|
409.4
|
|
|
|
26 Weeks Ended August 1, 2015
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
5,099.3
|
|
|
$
|
183.4
|
|
|
$
|
(94.9
|
)
|
|
$
|
5,187.8
|
|
Cost of sales
|
|
—
|
|
|
3,515.9
|
|
|
142.0
|
|
|
(74.2
|
)
|
|
3,583.7
|
|
|||||
Gross profit
|
|
—
|
|
|
1,583.4
|
|
|
41.4
|
|
|
(20.7
|
)
|
|
1,604.1
|
|
|||||
Selling, general and administrative
|
|
|
|
|
|
|
|
|
|
|
||||||||||
expenses
|
|
29.4
|
|
|
1,188.5
|
|
|
28.4
|
|
|
1.5
|
|
|
1,247.8
|
|
|||||
Operating income (loss)
|
|
(29.4
|
)
|
|
394.9
|
|
|
13.0
|
|
|
(22.2
|
)
|
|
356.3
|
|
|||||
Interest expense (income), net
|
|
269.8
|
|
|
116.8
|
|
|
(0.4
|
)
|
|
—
|
|
|
386.2
|
|
|||||
Other (income) expense, net
|
|
3.7
|
|
|
(1.7
|
)
|
|
0.8
|
|
|
(3.7
|
)
|
|
(0.9
|
)
|
|||||
Income (loss) before income taxes
|
|
(302.9
|
)
|
|
279.8
|
|
|
12.6
|
|
|
(18.5
|
)
|
|
(29.0
|
)
|
|||||
Income tax expense (benefit)
|
|
(106.9
|
)
|
|
102.5
|
|
|
3.9
|
|
|
—
|
|
|
(0.5
|
)
|
|||||
Equity in earnings of subsidiaries
|
|
(186.2
|
)
|
|
(17.7
|
)
|
|
—
|
|
|
203.9
|
|
|
—
|
|
|||||
Net income (loss)
|
|
(9.8
|
)
|
|
195.0
|
|
|
8.7
|
|
|
(222.4
|
)
|
|
(28.5
|
)
|
|||||
Other comprehensive loss
|
|
(3.5
|
)
|
|
—
|
|
|
(3.5
|
)
|
|
3.5
|
|
|
(3.5
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(13.3
|
)
|
|
$
|
195.0
|
|
|
$
|
5.2
|
|
|
$
|
(218.9
|
)
|
|
$
|
(32.0
|
)
|
|
|
July 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
1,044.8
|
|
|
$
|
155.4
|
|
|
$
|
(107.0
|
)
|
|
$
|
1,093.2
|
|
Short-term investments
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Merchandise inventories, net
|
|
—
|
|
|
2,910.6
|
|
|
61.2
|
|
|
3.3
|
|
|
2,975.1
|
|
|||||
Due from intercompany, net
|
|
40.5
|
|
|
350.1
|
|
|
125.6
|
|
|
(516.2
|
)
|
|
—
|
|
|||||
Other current assets
|
|
3.0
|
|
|
380.8
|
|
|
(7.0
|
)
|
|
0.3
|
|
|
377.1
|
|
|||||
Total current assets
|
|
43.5
|
|
|
4,686.3
|
|
|
339.2
|
|
|
(619.6
|
)
|
|
4,449.4
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
3,139.1
|
|
|
35.1
|
|
|
—
|
|
|
3,174.2
|
|
|||||
Assets available for sale
|
|
—
|
|
|
13.5
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
|||||
Goodwill
|
|
—
|
|
|
4,993.2
|
|
|
30.6
|
|
|
—
|
|
|
5,023.8
|
|
|||||
Favorable lease rights, net
|
|
—
|
|
|
518.8
|
|
|
—
|
|
|
—
|
|
|
518.8
|
|
|||||
Tradename intangible asset
|
|
—
|
|
|
3,100.0
|
|
|
—
|
|
|
—
|
|
|
3,100.0
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
5.3
|
|
|
0.1
|
|
|
—
|
|
|
5.4
|
|
|||||
Investment in subsidiaries
|
|
8,886.3
|
|
|
123.2
|
|
|
—
|
|
|
(9,009.5
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
1,526.4
|
|
|
—
|
|
|
188.8
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
1,916.5
|
|
|
—
|
|
|
—
|
|
|
(1,916.5
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
44.2
|
|
|
3.8
|
|
|
(3.7
|
)
|
|
44.3
|
|
|||||
Total assets
|
|
$
|
12,372.7
|
|
|
$
|
16,623.6
|
|
|
$
|
597.6
|
|
|
$
|
(13,264.5
|
)
|
|
$
|
16,329.4
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
|
$
|
145.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
145.5
|
|
Accounts payable
|
|
107.0
|
|
|
1,219.2
|
|
|
129.0
|
|
|
(103.7
|
)
|
|
1,351.5
|
|
|||||
Due to intercompany, net
|
|
346.9
|
|
|
158.4
|
|
|
10.9
|
|
|
(516.2
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
77.7
|
|
|
399.8
|
|
|
205.5
|
|
|
—
|
|
|
683.0
|
|
|||||
Total current liabilities
|
|
677.1
|
|
|
1,777.4
|
|
|
345.4
|
|
|
(619.9
|
)
|
|
2,180.0
|
|
|||||
Long-term debt, net, excluding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
current portion
|
|
6,838.9
|
|
|
316.8
|
|
|
—
|
|
|
—
|
|
|
7,155.7
|
|
|||||
Unfavorable lease rights, net
|
|
—
|
|
|
136.6
|
|
|
—
|
|
|
—
|
|
|
136.6
|
|
|||||
Deferred tax liabilities, net
|
|
—
|
|
|
1,562.8
|
|
|
(6.9
|
)
|
|
0.1
|
|
|
1,556.0
|
|
|||||
Income taxes payable, long-term
|
|
—
|
|
|
73.6
|
|
|
—
|
|
|
—
|
|
|
73.6
|
|
|||||
Due to intercompany, net
|
|
—
|
|
|
1,916.5
|
|
|
—
|
|
|
(1,916.5
|
)
|
|
—
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
1,715.2
|
|
|
—
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
(0.3
|
)
|
|
365.7
|
|
|
8.5
|
|
|
(3.3
|
)
|
|
370.6
|
|
|||||
Total liabilities
|
|
7,515.7
|
|
|
7,864.6
|
|
|
347.0
|
|
|
(4,254.8
|
)
|
|
11,472.5
|
|
|||||
Shareholders' equity
|
|
4,857.0
|
|
|
8,759.0
|
|
|
250.6
|
|
|
(9,009.7
|
)
|
|
4,856.9
|
|
|||||
Total liabilities and equity
|
|
$
|
12,372.7
|
|
|
$
|
16,623.6
|
|
|
$
|
597.6
|
|
|
$
|
(13,264.5
|
)
|
|
$
|
16,329.4
|
|
|
|
January 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
636.9
|
|
|
$
|
116.5
|
|
|
$
|
(17.3
|
)
|
|
$
|
736.1
|
|
Short-term investments
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Merchandise inventories, net
|
|
—
|
|
|
2,850.0
|
|
|
51.4
|
|
|
(15.9
|
)
|
|
2,885.5
|
|
|||||
Due from intercompany, net
|
|
262.2
|
|
|
548.3
|
|
|
186.4
|
|
|
(996.9
|
)
|
|
—
|
|
|||||
Other current assets
|
|
1.0
|
|
|
308.7
|
|
|
0.6
|
|
|
—
|
|
|
310.3
|
|
|||||
Total current assets
|
|
263.2
|
|
|
4,343.9
|
|
|
358.9
|
|
|
(1,030.1
|
)
|
|
3,935.9
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
3,089.5
|
|
|
36.0
|
|
|
—
|
|
|
3,125.5
|
|
|||||
Assets available for sale
|
|
—
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|||||
Goodwill
|
|
—
|
|
|
4,993.2
|
|
|
28.5
|
|
|
—
|
|
|
5,021.7
|
|
|||||
Deferred tax assets, net
|
|
0.5
|
|
|
—
|
|
|
9.6
|
|
|
(10.1
|
)
|
|
—
|
|
|||||
Favorable lease rights, net
|
|
—
|
|
|
569.4
|
|
|
—
|
|
|
—
|
|
|
569.4
|
|
|||||
Tradename intangible asset
|
|
—
|
|
|
3,100.0
|
|
|
—
|
|
|
—
|
|
|
3,100.0
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
5.5
|
|
|
0.3
|
|
|
—
|
|
|
5.8
|
|
|||||
Investment in subsidiaries
|
|
8,403.9
|
|
|
74.4
|
|
|
—
|
|
|
(8,478.3
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
1,526.4
|
|
|
—
|
|
|
188.8
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
1,930.3
|
|
|
—
|
|
|
—
|
|
|
(1,930.3
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
130.6
|
|
|
4.6
|
|
|
(4.4
|
)
|
|
130.8
|
|
|||||
Total assets
|
|
$
|
12,124.3
|
|
|
$
|
16,318.6
|
|
|
$
|
626.7
|
|
|
$
|
(13,168.4
|
)
|
|
$
|
15,901.2
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
|
$
|
108.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108.0
|
|
Accounts payable
|
|
17.5
|
|
|
1,136.3
|
|
|
131.2
|
|
|
(33.1
|
)
|
|
1,251.9
|
|
|||||
Due to intercompany, net
|
|
582.5
|
|
|
369.2
|
|
|
45.2
|
|
|
(996.9
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
84.9
|
|
|
433.5
|
|
|
204.2
|
|
|
—
|
|
|
722.6
|
|
|||||
Income taxes payable
|
|
3.8
|
|
|
1.9
|
|
|
7.2
|
|
|
—
|
|
|
12.9
|
|
|||||
Total current liabilities
|
|
796.7
|
|
|
1,940.9
|
|
|
387.8
|
|
|
(1,030.0
|
)
|
|
2,095.4
|
|
|||||
Long-term debt, net, excluding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
current portion
|
|
6,920.7
|
|
|
317.7
|
|
|
—
|
|
|
—
|
|
|
7,238.4
|
|
|||||
Unfavorable lease rights, net
|
|
—
|
|
|
149.3
|
|
|
—
|
|
|
—
|
|
|
149.3
|
|
|||||
Deferred tax liabilities, net
|
|
—
|
|
|
1,596.7
|
|
|
—
|
|
|
(10.1
|
)
|
|
1,586.6
|
|
|||||
Due to intercompany, net
|
|
—
|
|
|
1,930.3
|
|
|
—
|
|
|
(1,930.3
|
)
|
|
—
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
1,715.2
|
|
|
—
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
—
|
|
|
421.0
|
|
|
8.0
|
|
|
(4.4
|
)
|
|
424.6
|
|
|||||
Total liabilities
|
|
7,717.4
|
|
|
8,071.1
|
|
|
395.8
|
|
|
(4,690.0
|
)
|
|
11,494.3
|
|
|||||
Shareholders' equity
|
|
4,406.9
|
|
|
8,247.5
|
|
|
230.9
|
|
|
(8,478.4
|
)
|
|
4,406.9
|
|
|||||
Total liabilities and equity
|
|
$
|
12,124.3
|
|
|
$
|
16,318.6
|
|
|
$
|
626.7
|
|
|
$
|
(13,168.4
|
)
|
|
$
|
15,901.2
|
|
|
|
August 1, 2015
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
1,576.2
|
|
|
$
|
—
|
|
|
$
|
112.2
|
|
|
$
|
(385.9
|
)
|
|
$
|
1,302.5
|
|
Short-term investments
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Merchandise inventories, net
|
|
—
|
|
|
2,780.5
|
|
|
59.3
|
|
|
(14.7
|
)
|
|
2,825.1
|
|
|||||
Current deferred tax assets, net
|
|
0.1
|
|
|
79.2
|
|
|
6.4
|
|
|
(0.2
|
)
|
|
85.5
|
|
|||||
Intercompany note receivable
|
|
17.1
|
|
|
—
|
|
|
—
|
|
|
(17.1
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
21.6
|
|
|
102.3
|
|
|
143.1
|
|
|
(267.0
|
)
|
|
—
|
|
|||||
Other current assets
|
|
39.6
|
|
|
273.7
|
|
|
(5.7
|
)
|
|
—
|
|
|
307.6
|
|
|||||
Total current assets
|
|
1,654.6
|
|
|
3,235.7
|
|
|
319.3
|
|
|
(684.9
|
)
|
|
4,524.7
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
3,110.2
|
|
|
41.7
|
|
|
—
|
|
|
3,151.9
|
|
|||||
Goodwill
|
|
—
|
|
|
4,952.3
|
|
|
30.5
|
|
|
—
|
|
|
4,982.8
|
|
|||||
Deferred tax assets, net
|
|
0.7
|
|
|
—
|
|
|
18.0
|
|
|
(18.7
|
)
|
|
—
|
|
|||||
Favorable lease rights, net
|
|
—
|
|
|
620.8
|
|
|
—
|
|
|
—
|
|
|
620.8
|
|
|||||
Tradename intangible asset
|
|
—
|
|
|
3,100.0
|
|
|
—
|
|
|
—
|
|
|
3,100.0
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
5.7
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
6.3
|
|
|||||
Investment in subsidiaries
|
|
7,921.7
|
|
|
148.4
|
|
|
—
|
|
|
(8,070.1
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
732.8
|
|
|
—
|
|
|
188.8
|
|
|
(921.6
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
1,944.7
|
|
|
—
|
|
|
—
|
|
|
(1,944.7
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
144.1
|
|
|
39.2
|
|
|
(4.7
|
)
|
|
178.6
|
|
|||||
Total assets
|
|
$
|
12,254.5
|
|
|
$
|
15,317.2
|
|
|
$
|
638.2
|
|
|
$
|
(11,644.8
|
)
|
|
$
|
16,565.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
|
$
|
83.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83.0
|
|
Accounts payable
|
|
2.1
|
|
|
1,409.8
|
|
|
141.3
|
|
|
(400.7
|
)
|
|
1,152.5
|
|
|||||
Due to intercompany, net
|
|
75.2
|
|
|
156.1
|
|
|
35.7
|
|
|
(267.0
|
)
|
|
—
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
—
|
|
|
17.1
|
|
|
(17.1
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
88.9
|
|
|
563.7
|
|
|
185.2
|
|
|
—
|
|
|
837.8
|
|
|||||
Total current liabilities
|
|
249.2
|
|
|
2,129.6
|
|
|
379.3
|
|
|
(684.8
|
)
|
|
2,073.3
|
|
|||||
Long-term debt, net, excluding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
current portion
|
|
7,958.5
|
|
|
307.0
|
|
|
—
|
|
|
—
|
|
|
8,265.5
|
|
|||||
Unfavorable lease rights, net
|
|
—
|
|
|
162.4
|
|
|
—
|
|
|
—
|
|
|
162.4
|
|
|||||
Deferred tax liabilities, net
|
|
—
|
|
|
1,674.1
|
|
|
—
|
|
|
(19.0
|
)
|
|
1,655.1
|
|
|||||
Income taxes payable, long-term
|
|
—
|
|
|
34.4
|
|
|
—
|
|
|
—
|
|
|
34.4
|
|
|||||
Due to intercompany, net
|
|
—
|
|
|
1,944.7
|
|
|
—
|
|
|
(1,944.7
|
)
|
|
—
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
921.6
|
|
|
—
|
|
|
(921.6
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
—
|
|
|
323.6
|
|
|
8.5
|
|
|
(4.7
|
)
|
|
327.4
|
|
|||||
Total liabilities
|
|
8,207.7
|
|
|
7,497.4
|
|
|
387.8
|
|
|
(3,574.8
|
)
|
|
12,518.1
|
|
|||||
Shareholders' equity
|
|
4,046.8
|
|
|
7,819.8
|
|
|
250.4
|
|
|
(8,070.0
|
)
|
|
4,047.0
|
|
|||||
Total liabilities and equity
|
|
$
|
12,254.5
|
|
|
$
|
15,317.2
|
|
|
$
|
638.2
|
|
|
$
|
(11,644.8
|
)
|
|
$
|
16,565.1
|
|
|
|
26 Weeks Ended July 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net cash provided by operating activities
|
|
$
|
51.9
|
|
|
$
|
679.5
|
|
|
$
|
38.6
|
|
|
$
|
(89.7
|
)
|
|
$
|
680.3
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(355.1
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(355.9
|
)
|
|||||
Purchase of restricted investments
|
|
—
|
|
|
(36.1
|
)
|
|
—
|
|
|
—
|
|
|
(36.1
|
)
|
|||||
Proceeds from sale of restricted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
investments
|
|
—
|
|
|
118.1
|
|
|
—
|
|
|
—
|
|
|
118.1
|
|
|||||
Other
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(271.6
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(272.4
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Principal payments for long-term debt
|
|
(54.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.0
|
)
|
|||||
Proceeds from stock issued pursuant to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
stock-based compensation plans
|
|
22.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.7
|
|
|||||
Cash paid for taxes on exercises/vesting of
|
|
|
|
|
|
|
|
|
|
|
||||||||||
stock-based compensation
|
|
(19.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
|||||
Other
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Net cash used in financing activities
|
|
(51.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.9
|
)
|
|||||
Effect of exchange rate changes on cash and
|
|
|
|
|
|
|
|
|
|
|
||||||||||
cash equivalents
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
407.9
|
|
|
38.9
|
|
|
(89.7
|
)
|
|
357.1
|
|
|||||
Cash and cash equivalents at beginning of
|
|
|
|
|
|
|
|
|
|
|
||||||||||
period
|
|
—
|
|
|
636.9
|
|
|
116.5
|
|
|
(17.3
|
)
|
|
736.1
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
1,044.8
|
|
|
$
|
155.4
|
|
|
$
|
(107.0
|
)
|
|
$
|
1,093.2
|
|
|
|
26 Weeks Ended August 1, 2015
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net cash provided by (used in) operating
|
|
|
|
|
|
|
|
|
|
|
||||||||||
activities
|
|
$
|
445.0
|
|
|
$
|
498.9
|
|
|
$
|
(5.4
|
)
|
|
$
|
(962.9
|
)
|
|
$
|
(24.4
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(164.2
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(167.0
|
)
|
|||||
Acquisition of Family Dollar, net of
|
|
|
|
|
|
|
|
|
|
|
||||||||||
common stock issued, equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
compensation and cash acquired
|
|
(6,832.9
|
)
|
|
209.5
|
|
|
97.8
|
|
|
—
|
|
|
(6,525.6
|
)
|
|||||
Other
|
|
—
|
|
|
(12.3
|
)
|
|
—
|
|
|
—
|
|
|
(12.3
|
)
|
|||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
investing activities
|
|
(6,832.9
|
)
|
|
33.0
|
|
|
95.0
|
|
|
—
|
|
|
(6,704.9
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Principal payments for long-term debt
|
|
—
|
|
|
(935.2
|
)
|
|
—
|
|
|
—
|
|
|
(935.2
|
)
|
|||||
Proceeds from long-term debt, net of
|
|
|
|
|
|
|
|
|
|
|
||||||||||
discount
|
|
8,200.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,200.0
|
|
|||||
Net intercompany note activity
|
|
(333.1
|
)
|
|
316.0
|
|
|
17.1
|
|
|
—
|
|
|
—
|
|
|||||
Dividends paid
|
|
—
|
|
|
(577.0
|
)
|
|
—
|
|
|
577.0
|
|
|
—
|
|
|||||
Debt-issuance costs
|
|
(88.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88.9
|
)
|
|||||
Cash paid for taxes on exercises/vesting of
|
|
|
|
|
|
|
|
|
|
|
||||||||||
stock-based compensation
|
|
(21.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.3
|
)
|
|||||
Other
|
|
13.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.9
|
|
|||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
financing activities
|
|
7,770.6
|
|
|
(1,196.2
|
)
|
|
17.1
|
|
|
577.0
|
|
|
7,168.5
|
|
|||||
Effect of exchange rate changes on cash and
|
|
|
|
|
|
|
|
|
|
|
||||||||||
cash equivalents
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net (decrease) increase in cash and cash
|
|
|
|
|
|
|
|
|
|
|
||||||||||
equivalents
|
|
1,382.7
|
|
|
(664.3
|
)
|
|
105.9
|
|
|
(385.9
|
)
|
|
438.4
|
|
|||||
Cash and cash equivalents at beginning of
|
|
|
|
|
|
|
|
|
|
|
||||||||||
period
|
|
193.5
|
|
|
664.3
|
|
|
6.3
|
|
|
—
|
|
|
864.1
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
1,576.2
|
|
|
$
|
—
|
|
|
$
|
112.2
|
|
|
$
|
(385.9
|
)
|
|
$
|
1,302.5
|
|
•
|
Family Dollar integration plans and expenses;
|
•
|
the benefits, results and effects of the Family Dollar acquisition and integration and the combined company’s plans, objectives, expectations (financial or otherwise), including synergies, the cost to achieve synergies, and the effect on earnings per share;
|
•
|
the ability to retain key personnel at Family Dollar and Dollar Tree;
|
•
|
our anticipated sales, including comparable store net sales, net sales growth and earnings growth;
|
•
|
the outcome and costs of pending or potential litigation or governmental investigations;
|
•
|
our growth plans, including our plans to add, rebanner, expand or relocate stores, our anticipated square footage increase, and our ability to renew leases at existing store locations;
|
•
|
the average size of our stores and their performance compared with other store sizes;
|
•
|
the effect on merchandise mix of consumables and the increase in the number of our stores with freezers and coolers on Dollar Tree's gross profit margin and sales;
|
•
|
the net sales per square foot, net sales and operating income of our stores;
|
•
|
the potential effect of inflation and other economic changes on our costs and profitability, including the potential effect of future changes in minimum wage rates, shipping rates, domestic and import freight costs, fuel costs and wage and benefit costs;
|
•
|
our gross profit margin, earnings, inventory levels and ability to leverage selling, general and administrative and other fixed costs;
|
•
|
our seasonal sales patterns including those relating to the length of the holiday selling seasons;
|
•
|
the capabilities of our inventory supply chain technology and other systems;
|
•
|
the reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from China;
|
•
|
the capacity, performance and cost of our distribution centers;
|
•
|
our cash needs, including our ability to fund our future capital expenditures and working capital requirements;
|
•
|
our expectations regarding competition and growth in our retail sector;
|
•
|
management's estimates associated with our critical accounting policies, including inventory valuation, accrued expenses and income taxes; and
|
•
|
the potential effect of future law changes, including qualification for exempt status under the Fair Labor Standards Act.
|
•
|
Our profitability is vulnerable to cost increases.
|
•
|
Integrating Family Dollar's operations with ours may be more difficult, costly or time consuming than expected and the anticipated benefits, synergies and cost savings of the Acquisition may not be realized.
|
•
|
A downturn in economic conditions could impact our sales.
|
•
|
A significant disruption in our computer and technology systems could adversely affect our results of operation or business.
|
•
|
If we are unable to secure our customers' credit card and confidential information, or other private data relating to our associates, suppliers or our business, we could be subject to negative publicity, costly government enforcement actions or private litigation, which could damage our business reputation and adversely affect our results of operation or business.
|
•
|
Our growth is dependent on our ability to increase sales in existing stores and to expand our square footage profitably.
|
•
|
Risks associated with our domestic and foreign suppliers from whom our products are sourced could affect our financial performance.
|
•
|
We could encounter disruptions in our distribution network or additional costs in distributing merchandise.
|
•
|
Our profitability is affected by the mix of products we sell.
|
•
|
Pressure from competitors may reduce our sales and profits.
|
•
|
Litigation may adversely affect our business, financial condition and results of operations.
|
•
|
Changes in federal, state or local law, or our failure to comply with such laws, could increase our expenses and expose us to legal risks.
|
•
|
Our business could be adversely affected if we fail to attract and retain qualified associates and key personnel.
|
•
|
Certain provisions in our Articles of Incorporation and Bylaws could delay or discourage a change of control transaction that may be in a shareholder's best interest.
|
•
|
Our substantial indebtedness could adversely affect our financial condition, limit our ability to obtain additional financing, restrict our operations and make us more vulnerable to economic downturns and competitive pressures.
|
•
|
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
|
•
|
The terms of the agreements governing our indebtedness may restrict our current and future operations, particularly our ability to respond to changes or to pursue our business strategies, and could adversely affect our capital resources, financial condition and liquidity.
|
•
|
Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.
|
|
26 Weeks Ended
|
||||||||||||||||
|
July 30, 2016
|
|
August 1, 2015
|
||||||||||||||
|
Dollar Tree
|
|
Family Dollar
|
|
Total
|
|
Dollar Tree
|
|
Family Dollar
|
|
Total
|
||||||
Store Count:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning
|
5,954
|
|
|
7,897
|
|
|
13,851
|
|
|
5,367
|
|
|
8,284
|
|
|
13,651
|
|
New stores
|
211
|
|
|
116
|
|
|
327
|
|
|
219
|
|
|
15
|
|
|
234
|
|
Rebannered stores
|
41
|
|
|
(54
|
)
|
|
(13
|
)
|
|
4
|
|
|
(18
|
)
|
|
(14
|
)
|
Closings
|
(22
|
)
|
|
(14
|
)
|
|
(36
|
)
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
Ending
|
6,184
|
|
|
7,945
|
|
|
14,129
|
|
|
5,583
|
|
|
8,281
|
|
|
13,864
|
|
Relocations
|
43
|
|
|
75
|
|
|
118
|
|
|
37
|
|
|
13
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling Square Feet (in millions):
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning
|
51.3
|
|
|
57.1
|
|
|
108.4
|
|
|
46.5
|
|
|
59.9
|
|
|
106.4
|
|
New stores
|
1.7
|
|
|
0.8
|
|
|
2.5
|
|
|
1.8
|
|
|
0.1
|
|
|
1.9
|
|
Rebannered stores
|
0.3
|
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Closings
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Relocations
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Ending
|
53.3
|
|
|
57.5
|
|
|
110.8
|
|
|
48.3
|
|
|
59.9
|
|
|
108.2
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||||||||||||||
|
|
July 30, 2016
|
|
August 1, 2015
|
|
July 30, 2016
|
|
August 1, 2015
|
||||||||||||||||||||
(in millions)
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
||||||||||||
Net sales
|
|
$
|
2,387.5
|
|
|
|
|
$
|
2,199.6
|
|
|
|
|
$
|
4,772.0
|
|
|
|
|
$
|
4,376.2
|
|
|
|
||||
Gross profit
|
|
818.1
|
|
|
34.3
|
%
|
|
749.3
|
|
|
34.1
|
%
|
|
1,638.8
|
|
|
34.3
|
%
|
|
1,498.2
|
|
|
34.2
|
%
|
||||
Operating income
|
|
262.5
|
|
|
11.0
|
%
|
|
218.4
|
|
|
9.9
|
%
|
|
543.1
|
|
|
11.4
|
%
|
|
451.3
|
|
|
10.3
|
%
|
•
|
lower merchandise cost due to favorable freight costs and higher initial mark-on;
|
•
|
higher distribution and occupancy costs as a percentage of net sales.
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||||||||||||||
|
|
July 30, 2016
|
|
August 1, 2015
|
|
July 30, 2016
|
|
August 1, 2015
|
||||||||||||||||||||
(in millions)
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
||||||||||||
Net sales
|
|
$
|
2,608.8
|
|
|
|
|
$
|
811.6
|
|
|
|
|
$
|
5,310.1
|
|
|
|
|
$
|
811.6
|
|
|
|
||||
Gross profit
|
|
694.3
|
|
|
26.6
|
%
|
|
105.9
|
|
|
13.0
|
%
|
|
1,428.1
|
|
|
26.9
|
%
|
|
105.9
|
|
|
13.0
|
%
|
||||
Operating income
|
|
94.7
|
|
|
3.6
|
%
|
|
(95.0
|
)
|
|
(11.7
|
)%
|
|
232.8
|
|
|
4.4
|
%
|
|
(95.0
|
)
|
|
(11.7
|
)%
|
|
|
26 Weeks Ended
|
||||||
|
|
July 30,
|
|
August 1,
|
||||
(in millions)
|
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
680.3
|
|
|
$
|
(24.4
|
)
|
Investing activities
|
|
(272.4
|
)
|
|
(6,704.9
|
)
|
||
Financing activities
|
|
(51.9
|
)
|
|
7,168.5
|
|
•
|
product safety matters, which may include product recalls in cooperation with the Consumer Products Safety Commission or other jurisdictions;
|
3.1
|
Articles of Incorporation of Dollar Tree, Inc. (as amended, effective June 20, 2013) (Exhibit 3.1 to the Company's June 20, 2013 Current Report on Form 8-K, incorporated herein by this reference)
|
|
|
3.2
|
Bylaws of Dollar Tree, Inc. (as amended, effective June 16, 2016) (filed herewith)
|
|
|
10.1
|
First Amendment to 2011 Omnibus Incentive Plan (filed herewith)*
|
|
|
31.1
|
Certification required under Section 302 of the Sarbanes-Oxley Act of Chief Executive Officer
|
|
|
31.2
|
Certification required under Section 302 of the Sarbanes-Oxley Act of Chief Financial Officer
|
|
|
32.1
|
Certification required under Section 906 of the Sarbanes-Oxley Act of Chief Executive Officer
|
|
|
32.2
|
Certification required under Section 906 of the Sarbanes-Oxley Act of Chief Financial Officer
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
* Management Contract or compensatory plan or arrangement
|
|
|
|
DOLLAR TREE, INC.
|
|
|
|
|
DATE:
|
September 2, 2016
|
By:
|
/s/ Kevin S. Wampler
|
|
|
Kevin S. Wampler
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial officer)
|
(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
|
(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.
|
/s/ Bob Sasser
|
|
Bob Sasser
|
|
Chief Executive Officer
|
|
(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
|
(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.
|
/s/ Kevin S. Wampler
|
|
Kevin S. Wampler
|
|
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
September 2, 2016
|
/s/ Bob Sasser
|
Date
|
Bob Sasser
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
September 2, 2016
|
/s/ Kevin S. Wampler
|
Date
|
Kevin S. Wampler
|
|
Chief Financial Officer
|