Virginia
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26-2018846
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock (par value $.01 per share)
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NASDAQ
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Yes (X)
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No ( )
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Yes ( )
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No (X)
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Yes (X)
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No ( )
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Yes (X)
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No ( )
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Large accelerated filer (X)
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Accelerated filer ( )
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Non-accelerated filer ( )
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Smaller reporting company ( )
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Yes ( )
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No (X)
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Page
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PART I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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Item 16.
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Form 10-K Summary
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Signatures
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•
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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;
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•
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the financial and operating performance of the divested stores and the ability of the divestiture buyer to perform its obligations to Family Dollar under the divestiture agreement;
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•
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the ability to retain key personnel at Family Dollar and Dollar Tree;
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•
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our anticipated sales, including comparable store net sales, net sales growth and earnings growth;
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•
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the potential effect of future law changes, including border-adjustment taxes and tariffs, the Fair Labor Standards Act as it relates to the qualification of our managers for exempt status, minimum wage, and health care law;
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•
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the outcome and costs of pending or potential litigation or governmental investigations;
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•
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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;
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•
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the average size of our stores to be added in 2017 and beyond;
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•
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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;
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•
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the net sales per square foot, net sales and operating income of our stores;
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•
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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 and overtime regulations and our plans to address these changes, shipping rates, domestic and import freight costs, fuel costs and wage and benefit costs;
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•
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our gross profit margin, earnings, inventory levels and ability to leverage selling, general and administrative and other fixed costs;
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•
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our seasonal sales patterns including those relating to the length of the holiday selling seasons;
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•
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the capabilities of our inventory supply chain technology and other systems;
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•
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the reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from China;
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•
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the capacity, performance and cost of our distribution centers;
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•
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our cash needs, including our ability to fund our future capital expenditures and working capital requirements;
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•
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our expectations regarding competition and growth in our retail sector; and
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•
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management's estimates associated with our critical accounting policies, including inventory valuation, accrued expenses, the Family Dollar purchase price allocation and income taxes.
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•
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variety merchandise, which includes toys, durable housewares, gifts, stationery, party goods, greeting cards, softlines, and other items; and
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January 28,
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January 30,
|
||
Merchandise Type
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2017
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2016
|
||
Consumable
|
|
48.9
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%
|
|
49.1
|
%
|
Variety
|
|
46.5
|
%
|
|
46.4
|
%
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Seasonal
|
|
4.6
|
%
|
|
4.5
|
%
|
|
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January 28,
|
|
January 30,
|
||
Merchandise Type
|
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2017
|
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2016
|
||
Consumable
|
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74.6
|
%
|
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68.4
|
%
|
Home products
|
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8.7
|
%
|
|
9.8
|
%
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Apparel and accessories
|
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7.0
|
%
|
|
6.8
|
%
|
Seasonal and electronics
|
|
9.7
|
%
|
|
15.0
|
%
|
•
|
growing both the Dollar Tree and Family Dollar banners;
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•
|
maintaining customer relevance by ensuring that we reinvent ourselves constantly through new merchandise categories;
|
•
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leveraging the complementary merchandise expertise of each banner including Dollar Tree's sourcing and product development expertise and Family Dollar's consumer package goods and national brands sourcing expertise; and
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•
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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;
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•
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Rebannering to optimize store formats;
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•
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A reduction in overhead and corporate selling, general and administrative expenses by eliminating redundant positions and optimizing processes; and
|
•
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Savings resulting from the optimization of distribution and logistics networks.
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•
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Shipping costs. W
e could experience increases in shipping rates imposed by the trans-Pacific ocean carriers. Changes in import duties, import quotas and other trade sanctions could increase our costs.
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United States
|
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Dollar Tree
|
|
Family Dollar
|
|
Total
|
|||
Alabama
|
|
128
|
|
|
168
|
|
|
296
|
|
Arizona
|
|
117
|
|
|
156
|
|
|
273
|
|
Arkansas
|
|
72
|
|
|
115
|
|
|
187
|
|
California
|
|
559
|
|
|
120
|
|
|
679
|
|
Colorado
|
|
91
|
|
|
125
|
|
|
216
|
|
Connecticut
|
|
60
|
|
|
53
|
|
|
113
|
|
Delaware
|
|
30
|
|
|
27
|
|
|
57
|
|
District of Columbia
|
|
3
|
|
|
3
|
|
|
6
|
|
Florida
|
|
468
|
|
|
586
|
|
|
1,054
|
|
Georgia
|
|
230
|
|
|
390
|
|
|
620
|
|
Idaho
|
|
32
|
|
|
45
|
|
|
77
|
|
Illinois
|
|
243
|
|
|
219
|
|
|
462
|
|
Indiana
|
|
130
|
|
|
204
|
|
|
334
|
|
Iowa
|
|
50
|
|
|
31
|
|
|
81
|
|
Kansas
|
|
50
|
|
|
43
|
|
|
93
|
|
Kentucky
|
|
98
|
|
|
211
|
|
|
309
|
|
Louisiana
|
|
107
|
|
|
313
|
|
|
420
|
|
Maine
|
|
36
|
|
|
63
|
|
|
99
|
|
Maryland
|
|
114
|
|
|
95
|
|
|
209
|
|
Massachusetts
|
|
115
|
|
|
93
|
|
|
208
|
|
Michigan
|
|
224
|
|
|
385
|
|
|
609
|
|
Minnesota
|
|
112
|
|
|
72
|
|
|
184
|
|
Mississippi
|
|
73
|
|
|
158
|
|
|
231
|
|
Missouri
|
|
128
|
|
|
111
|
|
|
239
|
|
Montana
|
|
14
|
|
|
13
|
|
|
27
|
|
Nebraska
|
|
24
|
|
|
34
|
|
|
58
|
|
Nevada
|
|
52
|
|
|
45
|
|
|
97
|
|
New Hampshire
|
|
35
|
|
|
31
|
|
|
66
|
|
New Jersey
|
|
153
|
|
|
104
|
|
|
257
|
|
New Mexico
|
|
47
|
|
|
127
|
|
|
174
|
|
New York
|
|
296
|
|
|
310
|
|
|
606
|
|
North Carolina
|
|
242
|
|
|
443
|
|
|
685
|
|
North Dakota
|
|
10
|
|
|
20
|
|
|
30
|
|
Ohio
|
|
241
|
|
|
471
|
|
|
712
|
|
Oklahoma
|
|
69
|
|
|
135
|
|
|
204
|
|
Oregon
|
|
91
|
|
|
—
|
|
|
91
|
|
Pennsylvania
|
|
282
|
|
|
307
|
|
|
589
|
|
Rhode Island
|
|
29
|
|
|
23
|
|
|
52
|
|
South Carolina
|
|
112
|
|
|
236
|
|
|
348
|
|
South Dakota
|
|
10
|
|
|
29
|
|
|
39
|
|
Tennessee
|
|
166
|
|
|
228
|
|
|
394
|
|
Texas
|
|
463
|
|
|
1,029
|
|
|
1,492
|
|
Utah
|
|
57
|
|
|
59
|
|
|
116
|
|
Vermont
|
|
8
|
|
|
14
|
|
|
22
|
|
Virginia
|
|
174
|
|
|
241
|
|
|
415
|
|
Washington
|
|
117
|
|
|
—
|
|
|
117
|
|
West Virginia
|
|
42
|
|
|
117
|
|
|
159
|
|
Wisconsin
|
|
117
|
|
|
141
|
|
|
258
|
|
Wyoming
|
|
13
|
|
|
31
|
|
|
44
|
|
Total
|
|
6,134
|
|
|
7,974
|
|
|
14,108
|
|
Canada
|
|
Dollar Tree
|
|
Alberta
|
|
38
|
|
British Columbia
|
|
53
|
|
Manitoba
|
|
12
|
|
Ontario
|
|
109
|
|
Saskatchewan
|
|
14
|
|
Total
|
|
226
|
|
Location
|
|
Size in
Square Feet
|
|
Dollar Tree:
|
|
|
|
Chesapeake, Virginia
|
|
400,000
|
|
Olive Branch, Mississippi
|
|
425,000
|
|
Joliet, Illinois
|
|
1,470,000
|
|
Stockton, California
|
|
854,000
|
|
Savannah, Georgia
|
|
1,014,000
|
|
Briar Creek, Pennsylvania
|
|
1,003,000
|
|
Marietta, Oklahoma
|
|
1,004,000
|
|
San Bernardino, California
|
|
802,000
|
|
Ridgefield, Washington
|
|
665,000
|
|
Windsor, Connecticut
|
|
1,001,000
|
|
Cherokee County, South Carolina
|
|
1,512,000
|
|
Family Dollar:
|
|
|
|
Matthews, North Carolina
|
|
930,000
|
|
West Memphis, Arkansas
|
|
850,000
|
|
Front Royal, Virginia
|
|
907,000
|
|
Duncan, Oklahoma
|
|
907,000
|
|
Morehead, Kentucky
|
|
907,000
|
|
Maquoketa, Iowa
|
|
907,000
|
|
Odessa, Texas
|
|
907,000
|
|
Marianna, Florida
|
|
907,000
|
|
Rome, New York
|
|
907,000
|
|
Ashley, Indiana
|
|
814,000
|
|
St. George, Utah
|
|
814,000
|
|
•
|
employment-related matters;
|
•
|
infringement of intellectual property rights;
|
•
|
personal injury/wrongful death claims;
|
•
|
product safety matters, which may include product recalls in cooperation with the Consumer Products Safety Commission or other jurisdictions;
|
•
|
real estate matters related to store leases; and
|
•
|
environmental and safety issues.
|
|
|
High
|
|
Low
|
||||
Fiscal year ended January 30, 2016:
|
|
|
|
|
||||
First Quarter
|
|
$
|
84.22
|
|
|
$
|
70.28
|
|
Second Quarter
|
|
82.68
|
|
|
74.51
|
|
||
Third Quarter
|
|
81.17
|
|
|
60.31
|
|
||
Fourth Quarter
|
|
81.97
|
|
|
61.33
|
|
||
Fiscal year ended January 28, 2017:
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
83.72
|
|
|
$
|
72.52
|
|
Second Quarter
|
|
97.45
|
|
|
73.02
|
|
||
Third Quarter
|
|
99.93
|
|
|
74.36
|
|
||
Fourth Quarter
|
|
91.41
|
|
|
72.55
|
|
|
Year Ended
|
||||||||||||||||||
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
20,719.2
|
|
|
$
|
15,498.4
|
|
|
$
|
8,602.2
|
|
|
$
|
7,840.3
|
|
|
$
|
7,394.5
|
|
Gross profit
|
6,394.7
|
|
|
4,656.7
|
|
|
3,034.0
|
|
|
2,789.8
|
|
|
2,652.7
|
|
|||||
Selling, general and administrative expenses
|
4,689.9
|
|
|
3,607.0
|
|
|
1,993.8
|
|
|
1,819.5
|
|
|
1,732.6
|
|
|||||
Operating income
|
1,704.8
|
|
|
1,049.7
|
|
|
1,040.2
|
|
|
970.3
|
|
|
920.1
|
|
|||||
Net income
|
896.2
|
|
|
282.4
|
|
|
599.2
|
|
|
596.7
|
|
|
619.3
|
|
|||||
Margin Data (as a percentage of net sales):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
30.8
|
%
|
|
30.1
|
%
|
|
35.3
|
%
|
|
35.6
|
%
|
|
35.9
|
%
|
|||||
Selling, general and administrative expenses
|
22.6
|
%
|
|
23.3
|
%
|
|
23.2
|
%
|
|
23.2
|
%
|
|
23.5
|
%
|
|||||
Operating income
|
8.2
|
%
|
|
6.8
|
%
|
|
12.1
|
%
|
|
12.4
|
%
|
|
12.4
|
%
|
|||||
Net income
|
4.3
|
%
|
|
1.8
|
%
|
|
7.0
|
%
|
|
7.6
|
%
|
|
8.4
|
%
|
|||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted net income per share
|
$
|
3.78
|
|
|
$
|
1.26
|
|
|
$
|
2.90
|
|
|
$
|
2.72
|
|
|
$
|
2.68
|
|
Diluted net income per share increase (decrease)
|
200.0
|
%
|
|
(56.6
|
)%
|
|
6.6
|
%
|
|
1.5
|
%
|
|
33.3
|
%
|
|
As of
|
||||||||||||||||||
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents and short-term investments
|
$
|
870.4
|
|
|
$
|
740.1
|
|
|
$
|
864.1
|
|
|
$
|
267.7
|
|
|
$
|
399.9
|
|
Working capital
|
1,832.1
|
|
|
1,840.5
|
|
|
1,133.0
|
|
|
692.2
|
|
|
797.3
|
|
|||||
Total assets
|
15,701.6
|
|
|
15,901.2
|
|
|
3,492.7
|
|
|
2,767.7
|
|
|
2,750.4
|
|
|||||
Total debt, including capital lease obligations
|
6,391.8
|
|
|
7,465.5
|
|
|
757.0
|
|
|
769.8
|
|
|
271.3
|
|
|||||
Shareholders' equity
|
5,389.5
|
|
|
4,406.9
|
|
|
1,785.0
|
|
|
1,170.7
|
|
|
1,667.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended
|
||||||||||||||||||
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
||||||||||
Selected Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Number of stores open at end of period
|
14,334
|
|
|
13,851
|
|
|
5,367
|
|
|
4,992
|
|
|
4,671
|
|
|||||
Dollar Tree
|
6,360
|
|
|
5,954
|
|
|
5,367
|
|
|
4,992
|
|
|
4,671
|
|
|||||
Family Dollar
|
7,974
|
|
|
7,897
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gross square footage at end of period
|
138.8
|
|
|
132.1
|
|
|
58.3
|
|
|
54.3
|
|
|
50.9
|
|
|||||
Dollar Tree
|
68.5
|
|
|
64.2
|
|
|
58.3
|
|
|
54.3
|
|
|
50.9
|
|
|||||
Family Dollar
|
70.3
|
|
|
67.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Selling square footage at end of period
|
112.4
|
|
|
108.4
|
|
|
46.5
|
|
|
43.2
|
|
|
40.5
|
|
|||||
Dollar Tree
|
54.7
|
|
|
51.3
|
|
|
46.5
|
|
|
43.2
|
|
|
40.5
|
|
|||||
Family Dollar
|
57.7
|
|
|
57.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Selling square footage annual growth
(2)
|
3.7
|
%
|
|
10.3
|
%
|
|
7.4
|
%
|
|
6.9
|
%
|
|
7.7
|
%
|
|||||
Net sales annual growth
(1)
|
8.6
|
%
|
|
8.5
|
%
|
|
9.7
|
%
|
|
6.0
|
%
|
|
11.5
|
%
|
|||||
Comparable store net sales increase
(1)
|
1.8
|
%
|
|
2.1
|
%
|
|
4.3
|
%
|
|
2.4
|
%
|
|
3.4
|
%
|
|||||
Net sales per selling square foot
(2)
|
$
|
188
|
|
|
$
|
191
|
|
|
$
|
192
|
|
|
$
|
187
|
|
|
$
|
190
|
|
Net sales per store
(2)
|
$
|
1.5
|
|
|
$
|
1.6
|
|
|
$
|
1.7
|
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
Selected Financial Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Return on assets
(2)
|
5.7
|
%
|
|
11.4
|
%
|
|
19.1
|
%
|
|
21.6
|
%
|
|
24.4
|
%
|
|||||
Return on equity
(2)
|
18.3
|
%
|
|
31.5
|
%
|
|
40.5
|
%
|
|
42.1
|
%
|
|
41.1
|
%
|
|||||
Inventory turns
(2)
|
4.1
|
|
|
4.5
|
|
|
4.4
|
|
|
4.1
|
|
|
4.3
|
|
•
|
what factors affect our business;
|
•
|
what our net sales, earnings, gross margins and costs were in
2016
,
2015
and
2014
;
|
•
|
why those net sales, earnings, gross margins and costs were different from the year before;
|
•
|
how all of this affects our overall financial condition;
|
•
|
what our expenditures for capital projects were in
2016
and
2015
and what we expect them to be in
2017
; and
|
•
|
where funds will come from to pay for future expenditures.
|
•
|
In January 2015, we completed a 270,000 square foot expansion of our distribution center in Joliet, Illinois. The Joliet distribution center is now a 1,470,000 square foot, fully automated facility.
|
•
|
On February 23, 2015, we completed the offering of $3.25 billion of acquisition notes which we used in connection with our financing of the acquisition of Family Dollar Stores, Inc. ("Family Dollar") (the "Acquisition").
|
•
|
On March 9, 2015, we entered into a credit agreement and term loan facilities and received $3.95 billion under the Term Loan B which we used in connection with our financing of the Acquisition.
|
•
|
On June 11, 2015, we amended the terms of the New Senior Secured Credit Facilities to refinance the existing $3.95 billion Term Loan B tranche with $3.3 billion in aggregate principal amount of floating-rate Term Loan B-1 and $650.0 million in aggregate principal amount of fixed-rate Term Loan B-2.
|
•
|
On July 6, 2015, we repaid all amounts outstanding under our Senior Notes issued in 2013.
|
•
|
On July 6, 2015 (the "Acquisition Date"), we completed our acquisition of Family Dollar.
|
•
|
In May 2016, we completed construction of a new 1.5 million square foot distribution center in Cherokee County, South Carolina.
|
•
|
In August 2016, we completed a 0.3 million square foot expansion of our distribution center in Stockton, California. The Stockton distribution center is now an 854,000 square foot, fully automated facility.
|
•
|
On August 4, 2016, we announced the elimination of 370 positions, including 100 vacant positions, at our Family Dollar store support center in Matthews, North Carolina. The eliminations were part of the establishment of shared services and our ongoing efforts to achieve $300 million in combined run rate annual synergies by the end of the third year following the July 2015 acquisition.
|
•
|
On August 30, 2016, we amended the terms of the New Senior Secured Credit Facilities to reduce the applicable interest rate margin of the Term Loan A tranche and our New Revolving Credit Facility.
|
•
|
On September 22, 2016, we amended the terms of the New Senior Secured Credit Facilities to provide for the incurrence of $1,275.0 million in aggregate principal amount of additional loans under the Term Loan A-1 tranche
|
•
|
On January 20, 2017, we prepaid the $748.1 million remaining outstanding under the Term Loan B-3.
|
|
Year Ended
|
||||||||||||||||
|
January 28, 2017
|
|
January 30, 2016
|
||||||||||||||
|
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
|
359
|
|
|
225
|
|
|
584
|
|
|
400
|
|
|
166
|
|
|
566
|
|
Rebannered stores
|
91
|
|
|
(91
|
)
|
|
—
|
|
|
205
|
|
|
(205
|
)
|
|
—
|
|
Closings
|
(44
|
)
|
|
(57
|
)
|
|
(101
|
)
|
|
(18
|
)
|
|
(23
|
)
|
|
(41
|
)
|
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|
(325
|
)
|
Ending
|
6,360
|
|
|
7,974
|
|
|
14,334
|
|
|
5,954
|
|
|
7,897
|
|
|
13,851
|
|
Relocations
|
64
|
|
|
120
|
|
|
184
|
|
|
64
|
|
|
102
|
|
|
166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling Square Feet (in millions):
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning
|
51.3
|
|
|
57.1
|
|
|
108.4
|
|
|
46.5
|
|
|
59.9
|
|
|
106.4
|
|
New stores
|
2.9
|
|
|
1.6
|
|
|
4.5
|
|
|
3.2
|
|
|
1.2
|
|
|
4.4
|
|
Rebannered stores
|
0.7
|
|
|
(0.7
|
)
|
|
—
|
|
|
1.5
|
|
|
(1.5
|
)
|
|
—
|
|
Closings
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
Relocations
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
Ending
|
54.7
|
|
|
57.7
|
|
|
112.4
|
|
|
51.3
|
|
|
57.1
|
|
|
108.4
|
|
|
|
Year Ended
|
|||||||
|
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
69.2
|
%
|
|
69.9
|
%
|
|
64.7
|
%
|
Gross profit
|
|
30.8
|
%
|
|
30.1
|
%
|
|
35.3
|
%
|
Selling, general and administrative expenses
|
|
22.6
|
%
|
|
23.3
|
%
|
|
23.2
|
%
|
Operating income
|
|
8.2
|
%
|
|
6.8
|
%
|
|
12.1
|
%
|
Interest expense, net
|
|
1.8
|
%
|
|
3.9
|
%
|
|
0.9
|
%
|
Other expense, net
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
Income before income taxes
|
|
6.4
|
%
|
|
2.9
|
%
|
|
11.1
|
%
|
Provision for income taxes
|
|
2.1
|
%
|
|
1.1
|
%
|
|
4.1
|
%
|
Net income
|
|
4.3
|
%
|
|
1.8
|
%
|
|
7.0
|
%
|
•
|
An $89.5 million breakage fee related to the prepayment of the Senior Notes in 2015;
|
•
|
A $39.5 million prepayment fee, a $17.4 million write-off of the original issuance discount and a $5.9 million write-off of deferred financing costs related to the Term Loan B refinancing in 2015;
|
•
|
A $1.0 billion prepayment of Term Loan B-1 principal in the fourth quarter of 2015, which resulted in the accelerated expensing of $19.0 million of amortizable non-cash deferred financing costs in 2015 and lower interest expense in 2016.
|
•
|
An additional $242.0 million prepayment of Term Loan B-1 in the third quarter of 2016 which resulted in lower interest expense in 2016.
|
•
|
The term loans were refinanced in the third quarter of 2016 which resulted in lower interest rates and the accelerated expensing of $26.6 million of amortizable non-cash deferred financing costs and $2.6 million in fees.
|
•
|
A $748.1 million prepayment of the remaining principal for Term Loan B-3 in the fourth quarter of 2016, which resulted in the accelerated expensing of $11.7 million of amortizable non-cash deferred financing costs.
|
•
|
A $161.9 million increase in interest for debt issued in conjunction with the Acquisition compared with interest on the senior notes;
|
•
|
An $89.5 million prepayment penalty on retirement of the senior notes;
|
•
|
A $39.5 million prepayment penalty for the Term Loan B refinancing;
|
•
|
A $27.3 million write-off of the debt discount and deferred financing costs due to the Term Loan B refinancing;
|
•
|
A $19.0 million write-off of deferred financing costs due to a $1.0 billion prepayment of the Term Loan B-1; and
|
•
|
A $12.1 million increase in loan commitment fees on the new debt structure.
|
|
|
Year Ended
|
|||||||||||||||||||
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
|||||||||||||||
(in millions)
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|||||||||
Net sales
|
|
$
|
10,138.7
|
|
|
|
|
$
|
9,336.4
|
|
|
|
|
$
|
8,602.2
|
|
|
|
|||
Gross profit
|
|
3,584.7
|
|
|
35.4
|
%
|
|
3,249.3
|
|
|
34.8
|
%
|
|
3,034.0
|
|
|
35.3
|
%
|
|||
Operating income
|
|
1,305.3
|
|
|
12.9
|
%
|
|
1,080.5
|
|
|
11.6
|
%
|
|
1,040.2
|
|
|
12.1
|
%
|
•
|
lower merchandise cost, as a percentage of sales, due to higher initial mark-on and favorable freight costs;
|
•
|
lower markdowns due to Deals markdowns in 2015 in preparation for their conversion to Dollar Tree stores;
|
•
|
higher distribution and occupancy costs as a percentage of net sales.
|
•
|
higher distribution and occupancy costs as a percentage of net sales;
|
•
|
higher shrink as a result of unfavorable physical inventory results; and
|
•
|
higher markdowns due to Deals markdowns taken on multi-price inventory in preparation for their conversion to Dollar Tree stores.
|
|
|
Year Ended
|
||||||||||||
|
|
January 28, 2017
|
|
January 30, 2016
|
||||||||||
(in millions)
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
||||||
Net sales
|
|
$
|
10,580.5
|
|
|
|
|
$
|
6,162.0
|
|
|
|
||
Gross profit
|
|
2,810.0
|
|
|
26.6
|
%
|
|
1,407.4
|
|
|
22.8
|
%
|
||
Operating income (loss)
|
|
399.5
|
|
|
3.8
|
%
|
|
(30.8
|
)
|
|
(0.5
|
)%
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
1,673.3
|
|
|
$
|
802.5
|
|
|
$
|
942.8
|
|
Investing activities
|
|
(483.6
|
)
|
|
(6,978.4
|
)
|
|
(315.0
|
)
|
|||
Financing activities
|
|
(1,060.5
|
)
|
|
6,048.8
|
|
|
(30.6
|
)
|
Contractual Obligations
|
Total
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
||||||||||||||
Lease Financing
|
|
|
|
|
|
|
|
||||||||||||||
Operating lease obligations
|
$
|
7,209.3
|
|
$
|
1,369.5
|
|
$
|
1,180.4
|
|
$
|
1,021.7
|
|
$
|
815.9
|
|
$
|
670.9
|
|
$
|
2,150.9
|
|
Long-term Borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Acquisition notes
|
3,250.0
|
|
—
|
|
—
|
|
—
|
|
750.0
|
|
—
|
|
2,500.0
|
|
|||||||
Term loans
|
2,834.8
|
|
152.1
|
|
165.9
|
|
165.9
|
|
1,700.9
|
|
—
|
|
650.0
|
|
|||||||
Assumed secured senior notes
|
300.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
300.0
|
|
—
|
|
|||||||
Forgivable promissory note
|
7.0
|
|
—
|
|
0.1
|
|
1.4
|
|
1.4
|
|
1.4
|
|
2.7
|
|
|||||||
Interest on long-term borrowings
|
1,427.6
|
|
289.5
|
|
289.9
|
|
290.1
|
|
216.4
|
|
171.0
|
|
170.7
|
|
|||||||
Total obligations
|
$
|
15,028.7
|
|
$
|
1,811.1
|
|
$
|
1,636.3
|
|
$
|
1,479.1
|
|
$
|
3,484.6
|
|
$
|
1,143.3
|
|
$
|
5,474.3
|
|
Commitments
|
Total
|
Expiring in 2017
|
Expiring in 2018
|
Expiring in 2019
|
Expiring in 2020
|
Expiring in 2021
|
Thereafter
|
||||||||||||||
Letters of credit and surety bonds
|
$
|
425.4
|
|
$
|
400.8
|
|
$
|
24.2
|
|
$
|
0.3
|
|
$
|
0.1
|
|
$
|
—
|
|
$
|
—
|
|
Technology assets
|
13.5
|
|
13.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Telecommunication contracts
|
104.7
|
|
34.6
|
|
32.6
|
|
32.2
|
|
5.3
|
|
—
|
|
—
|
|
|||||||
Total commitments
|
$
|
543.6
|
|
$
|
448.9
|
|
$
|
56.8
|
|
$
|
32.5
|
|
$
|
5.4
|
|
$
|
—
|
|
$
|
—
|
|
•
|
The potential future cash flows of the reporting unit.
The projections use management's estimates of economic and market conditions over the projected period, including growth rates in revenue, gross margin and expenses. The cash flows are based on our most recent business operating plans and various growth rates have been assumed for years beyond the current business plan period. We believe that the assumptions and rates used in our fiscal 2016 impairment evaluations are reasonable; however, variations in the assumptions and rates could result in significantly different estimates of fair value.
|
•
|
Selection of an appropriate discount rate.
Calculating the present value of future cash flows requires the selection of an appropriate discount rate, which is based on a weighted-average cost of capital analysis. The discount rate is affected by changes in short-term interest rates and long-term yield as well as variances in the typical capital structure of marketplace participants. Given current economic conditions, it is possible that the discount rate will fluctuate in the near term. We engaged third party experts to assist in the determination of the weighted-average cost of capital used to discount the cash flows for our Family Dollar reporting unit. The weighted-average cost of capital used to discount the cash flows for our reporting units ranged from 9.0% to 13.5% for our fiscal 2016 analysis.
|
•
|
shifts in the timing of certain holidays, especially
Easter;
|
•
|
the timing of new store openings;
|
•
|
the net sales contributed by new stores;
|
•
|
changes in our merchandise mix; and
|
•
|
competition.
|
Index to Consolidated Financial Statements
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Income Statements for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
|
|
Consolidated Statements of Comprehensive Income for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
|
|
Consolidated Balance Sheets as of January 28, 2017 and January 30, 2016
|
|
|
|
Consolidated Statements of Shareholders' Equity for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions, except per share data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
20,719.2
|
|
|
$
|
15,498.4
|
|
|
$
|
8,602.2
|
|
Cost of sales
|
|
14,324.5
|
|
|
10,841.7
|
|
|
5,568.2
|
|
|||
Gross profit
|
|
6,394.7
|
|
|
4,656.7
|
|
|
3,034.0
|
|
|||
Selling, general and administrative expenses
|
|
4,689.9
|
|
|
3,607.0
|
|
|
1,993.8
|
|
|||
Operating income
|
|
1,704.8
|
|
|
1,049.7
|
|
|
1,040.2
|
|
|||
Interest expense, net
|
|
375.5
|
|
|
599.4
|
|
|
80.1
|
|
|||
Other (income) expense, net
|
|
(0.1
|
)
|
|
2.1
|
|
|
5.9
|
|
|||
Income before income taxes
|
|
1,329.4
|
|
|
448.2
|
|
|
954.2
|
|
|||
Provision for income taxes
|
|
433.2
|
|
|
165.8
|
|
|
355.0
|
|
|||
Net income
|
|
$
|
896.2
|
|
|
$
|
282.4
|
|
|
$
|
599.2
|
|
Basic net income per share
|
|
$
|
3.80
|
|
|
$
|
1.27
|
|
|
$
|
2.91
|
|
Diluted net income per share
|
|
$
|
3.78
|
|
|
$
|
1.26
|
|
|
$
|
2.90
|
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
896.2
|
|
|
$
|
282.4
|
|
|
$
|
599.2
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
5.5
|
|
|
(9.0
|
)
|
|
(17.2
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total comprehensive income
|
|
$
|
901.7
|
|
|
$
|
273.4
|
|
|
$
|
582.0
|
|
(in millions, except share and per share data)
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
866.4
|
|
|
$
|
736.1
|
|
Short-term investments
|
|
4.0
|
|
|
4.0
|
|
||
Merchandise inventories, net
|
|
2,865.8
|
|
|
2,885.5
|
|
||
Other current assets
|
|
201.8
|
|
|
310.3
|
|
||
Total current assets
|
|
3,938.0
|
|
|
3,935.9
|
|
||
Property, plant and equipment, net of accumulated depreciation of $2,694.5 and $2,172.0,
respectively
|
|
3,115.8
|
|
|
3,125.5
|
|
||
Assets available for sale
|
|
9.0
|
|
|
12.1
|
|
||
Goodwill
|
|
5,023.5
|
|
|
5,021.7
|
|
||
Favorable lease rights, net
|
|
468.6
|
|
|
569.4
|
|
||
Tradename intangible asset
|
|
3,100.0
|
|
|
3,100.0
|
|
||
Other intangible assets, net
|
|
5.1
|
|
|
5.8
|
|
||
Other assets
|
|
41.6
|
|
|
130.8
|
|
||
Total assets
|
|
$
|
15,701.6
|
|
|
$
|
15,901.2
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Current portion of long-term debt
|
|
$
|
152.1
|
|
|
$
|
108.0
|
|
Accounts payable
|
|
1,119.6
|
|
|
1,251.9
|
|
||
Other current liabilities
|
|
744.2
|
|
|
722.6
|
|
||
Income taxes payable
|
|
90.0
|
|
|
12.9
|
|
||
Total current liabilities
|
|
2,105.9
|
|
|
2,095.4
|
|
||
Long-term debt, net, excluding current portion
|
|
6,169.7
|
|
|
7,238.4
|
|
||
Unfavorable lease rights, net
|
|
124.0
|
|
|
149.3
|
|
||
Deferred tax liabilities, net
|
|
1,458.9
|
|
|
1,586.6
|
|
||
Income taxes payable, long-term
|
|
71.2
|
|
|
71.4
|
|
||
Other liabilities
|
|
382.4
|
|
|
353.2
|
|
||
Total liabilities
|
|
10,312.1
|
|
|
11,494.3
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Shareholders' equity:
|
|
|
|
|
|
|
||
Common stock, par value $0.01; 600,000,000 shares authorized, 236,136,439 and
234,968,078 shares issued and outstanding at January 28, 2017 and January 30, 2016,
respectively
|
|
2.4
|
|
|
2.4
|
|
||
Additional paid-in capital
|
|
2,472.1
|
|
|
2,391.2
|
|
||
Accumulated other comprehensive loss
|
|
(37.6
|
)
|
|
(43.1
|
)
|
||
Retained earnings
|
|
2,952.6
|
|
|
2,056.4
|
|
||
Total shareholders' equity
|
|
5,389.5
|
|
|
4,406.9
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
15,701.6
|
|
|
$
|
15,901.2
|
|
(in millions)
|
|
Common
Stock
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Share-
holders'
Equity
|
|||||||||||
Balance at February 1, 2014
|
|
208.1
|
|
|
$
|
2.1
|
|
|
$
|
10.7
|
|
|
$
|
(16.9
|
)
|
|
$
|
1,174.8
|
|
|
$
|
1,170.7
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
599.2
|
|
|
599.2
|
|
|||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.2
|
)
|
|
—
|
|
|
(17.2
|
)
|
|||||
Issuance of stock under Employee Stock
Purchase Plan
|
|
0.1
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|||||
Exercise of stock options, including
income tax benefit of $1.4
|
|
0.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||
Repurchase and retirement of shares
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation, net, including
income tax benefit of $3.1
|
|
0.5
|
|
|
—
|
|
|
25.5
|
|
|
—
|
|
|
—
|
|
|
25.5
|
|
|||||
Balance at January 31, 2015
|
|
205.7
|
|
|
2.1
|
|
|
43.0
|
|
|
(34.1
|
)
|
|
1,774.0
|
|
|
1,785.0
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282.4
|
|
|
282.4
|
|
|||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(9.0
|
)
|
|||||
Acquisition of Family Dollar
|
|
28.5
|
|
|
0.3
|
|
|
2,289.8
|
|
|
—
|
|
|
—
|
|
|
2,290.1
|
|
|||||
Issuance of stock under Employee Stock
Purchase Plan
|
|
0.1
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|||||
Exercise of stock options, including
income tax benefit of $0.7
|
|
0.3
|
|
|
—
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|||||
Stock-based compensation, net, including
income tax benefit of $12.1
|
|
0.4
|
|
|
—
|
|
|
43.8
|
|
|
—
|
|
|
—
|
|
|
43.8
|
|
|||||
Balance at January 30, 2016
|
|
235.0
|
|
|
2.4
|
|
|
2,391.2
|
|
|
(43.1
|
)
|
|
2,056.4
|
|
|
4,406.9
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
896.2
|
|
|
896.2
|
|
|||||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|||||
Issuance of stock under Employee Stock
Purchase Plan
|
|
0.1
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|||||
Exercise of stock options
|
|
0.6
|
|
|
—
|
|
|
33.5
|
|
|
—
|
|
|
—
|
|
|
33.5
|
|
|||||
Stock-based compensation, net
|
|
0.4
|
|
|
—
|
|
|
39.4
|
|
|
—
|
|
|
—
|
|
|
39.4
|
|
|||||
Balance at January 28, 2017
|
|
236.1
|
|
|
$
|
2.4
|
|
|
$
|
2,472.1
|
|
|
$
|
(37.6
|
)
|
|
$
|
2,952.6
|
|
|
$
|
5,389.5
|
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
896.2
|
|
|
$
|
282.4
|
|
|
$
|
599.2
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
637.5
|
|
|
487.6
|
|
|
205.9
|
|
|||
Provision for deferred income taxes
|
|
(124.1
|
)
|
|
25.6
|
|
|
(18.1
|
)
|
|||
Stock-based compensation expense
|
|
61.6
|
|
|
53.2
|
|
|
38.3
|
|
|||
Amortization of debt discount and debt-issuance costs
|
|
55.2
|
|
|
64.7
|
|
|
—
|
|
|||
Other non-cash adjustments to net income
|
|
9.4
|
|
|
7.7
|
|
|
4.3
|
|
|||
Changes in assets and liabilities increasing (decreasing) cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|||
Merchandise inventories
|
|
21.9
|
|
|
(87.8
|
)
|
|
(6.0
|
)
|
|||
Prepaids and other current assets
|
|
117.2
|
|
|
(63.5
|
)
|
|
(12.2
|
)
|
|||
Accounts payable
|
|
(133.8
|
)
|
|
183.9
|
|
|
41.9
|
|
|||
Income taxes payable
|
|
77.1
|
|
|
3.1
|
|
|
(4.6
|
)
|
|||
Other current liabilities
|
|
30.4
|
|
|
(164.1
|
)
|
|
87.5
|
|
|||
Other liabilities
|
|
24.7
|
|
|
9.7
|
|
|
6.6
|
|
|||
Net cash provided by operating activities
|
|
1,673.3
|
|
|
802.5
|
|
|
942.8
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(564.7
|
)
|
|
(480.5
|
)
|
|
(325.6
|
)
|
|||
Acquisition of Family Dollar, net of common stock issued, equity compensation and cash
acquired |
|
—
|
|
|
(6,527.7
|
)
|
|
—
|
|
|||
Purchase of restricted cash and investments
|
|
(36.1
|
)
|
|
(23.7
|
)
|
|
(6.8
|
)
|
|||
Proceeds from sale of restricted investments
|
|
118.1
|
|
|
53.0
|
|
|
15.8
|
|
|||
Proceeds from (payments for) fixed asset disposition
|
|
(0.9
|
)
|
|
0.5
|
|
|
1.6
|
|
|||
Net cash used in investing activities
|
|
(483.6
|
)
|
|
(6,978.4
|
)
|
|
(315.0
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Principal payments for long-term debt
|
|
(4,036.2
|
)
|
|
(5,926.7
|
)
|
|
(12.8
|
)
|
|||
Proceeds from long-term debt, net of discount
|
|
2,962.5
|
|
|
12,130.2
|
|
|
—
|
|
|||
Debt-issuance costs
|
|
(6.1
|
)
|
|
(159.8
|
)
|
|
(11.8
|
)
|
|||
Repayments of revolving credit facility
|
|
(140.0
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from revolving credit facility
|
|
140.0
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from stock issued pursuant to stock-based compensation plans
|
|
41.5
|
|
|
13.9
|
|
|
5.5
|
|
|||
Cash paid for taxes on exercises/vesting of stock-based compensation
|
|
(22.2
|
)
|
|
(21.6
|
)
|
|
(16.0
|
)
|
|||
Tax benefit of exercises/vesting of stock-based compensation
|
|
—
|
|
|
12.8
|
|
|
4.5
|
|
|||
Net cash provided by (used in) financing activities
|
|
(1,060.5
|
)
|
|
6,048.8
|
|
|
(30.6
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
1.1
|
|
|
(0.9
|
)
|
|
(0.8
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
130.3
|
|
|
(128.0
|
)
|
|
596.4
|
|
|||
Cash and cash equivalents at beginning of year
|
|
736.1
|
|
|
864.1
|
|
|
267.7
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
866.4
|
|
|
$
|
736.1
|
|
|
$
|
864.1
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized
|
|
$
|
329.1
|
|
|
$
|
487.0
|
|
|
$
|
33.9
|
|
Income taxes
|
|
$
|
501.8
|
|
|
$
|
138.4
|
|
|
$
|
372.3
|
|
Non-cash transactions:
|
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
|
$
|
30.3
|
|
|
$
|
72.4
|
|
|
$
|
19.7
|
|
Acquisition cost paid in common stock and equity compensation
|
|
$
|
—
|
|
|
$
|
2,290.1
|
|
|
$
|
—
|
|
Buildings
|
39 to 40 years
|
Furniture, fixtures and equipment
|
3 to 15 years
|
(in millions)
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
Level 1
|
|
|
|
|
||||
Restricted investments
|
|
$
|
—
|
|
|
$
|
82.0
|
|
Short-term investments
|
|
4.0
|
|
|
4.0
|
|
||
Long-term debt - Secured Senior Notes and Acquisition Notes
|
|
3,740.3
|
|
|
3,754.6
|
|
||
Level 2
|
|
|
|
|
||||
Diesel fuel swap liabilities
|
|
—
|
|
|
0.8
|
|
||
Long-term debt - term loans
|
|
2,828.2
|
|
|
3,886.1
|
|
•
|
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
|
||||||
|
|
Year Ended
|
||||||
(in millions, except per share data)
|
|
January 30, 2016
|
|
January 31, 2015
|
||||
Net sales
|
|
$
|
19,782.3
|
|
|
$
|
18,720.0
|
|
Net income
|
|
$
|
565.7
|
|
|
$
|
608.2
|
|
Basic net income per share
|
|
$
|
2.41
|
|
|
$
|
2.59
|
|
Diluted net income per share
|
|
$
|
2.40
|
|
|
$
|
2.58
|
|
|
|
January 28,
|
|
January 30,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||||
Land
|
|
$
|
193.8
|
|
|
$
|
180.8
|
|
Buildings
|
|
1,044.9
|
|
|
906.0
|
|
||
Leasehold improvements
|
|
1,690.2
|
|
|
1,556.7
|
|
||
Furniture, fixtures and equipment
|
|
2,735.4
|
|
|
2,457.8
|
|
||
Construction in progress
|
|
146.0
|
|
|
196.2
|
|
||
Total property, plant and equipment
|
|
5,810.3
|
|
|
5,297.5
|
|
||
Less: accumulated depreciation
|
|
2,694.5
|
|
|
2,172.0
|
|
||
Total property, plant and equipment, net
|
|
$
|
3,115.8
|
|
|
$
|
3,125.5
|
|
|
|
January 28,
|
|
January 30,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||||
Other accounts receivable
|
|
$
|
82.0
|
|
|
$
|
77.8
|
|
Accounts receivable - divestiture-related
|
|
55.9
|
|
|
76.9
|
|
||
Prepaid store supplies
|
|
38.6
|
|
|
42.1
|
|
||
Other prepaid assets
|
|
23.4
|
|
|
59.7
|
|
||
Prepaid rent
|
|
1.9
|
|
|
53.8
|
|
||
Total other current assets
|
|
$
|
201.8
|
|
|
$
|
310.3
|
|
|
|
January 28,
|
|
January 30,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||||
Compensation and benefits
|
|
$
|
194.9
|
|
|
$
|
195.8
|
|
Taxes (other than income taxes)
|
|
163.1
|
|
|
143.1
|
|
||
Insurance
|
|
101.7
|
|
|
111.1
|
|
||
Accrued interest
|
|
84.7
|
|
|
92.8
|
|
||
Rent liabilities
|
|
36.1
|
|
|
35.8
|
|
||
Accrued construction costs
|
|
30.3
|
|
|
39.5
|
|
||
Accrued utility expenses
|
|
21.2
|
|
|
20.8
|
|
||
Accrued repairs
|
|
18.3
|
|
|
3.6
|
|
||
Other
|
|
93.9
|
|
|
80.1
|
|
||
Total other current liabilities
|
|
$
|
744.2
|
|
|
$
|
722.6
|
|
|
|
January 28,
|
|
January 30,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||||
Deferred rent
|
|
$
|
122.6
|
|
|
$
|
102.2
|
|
Insurance
|
|
224.0
|
|
|
205.1
|
|
||
Other
|
|
35.8
|
|
|
45.9
|
|
||
Total other long-term liabilities
|
|
$
|
382.4
|
|
|
$
|
353.2
|
|
|
|
Year Ended
|
||||||||||
(in millions)
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||
Income from continuing operations
|
|
$
|
433.2
|
|
|
$
|
165.8
|
|
|
$
|
355.0
|
|
Shareholders' equity, tax benefit on exercises/vesting of equity-based
compensation |
|
—
|
|
|
(12.8
|
)
|
|
(4.5
|
)
|
|||
|
|
$
|
433.2
|
|
|
$
|
153.0
|
|
|
$
|
350.5
|
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Federal - current
|
|
$
|
480.5
|
|
|
$
|
126.9
|
|
|
$
|
325.1
|
|
State - current
|
|
79.5
|
|
|
14.6
|
|
|
47.6
|
|
|||
Foreign - current
|
|
0.8
|
|
|
0.5
|
|
|
0.4
|
|
|||
Total current
|
|
560.8
|
|
|
142.0
|
|
|
373.1
|
|
|||
|
|
|
|
|
|
|
||||||
Federal - deferred
|
|
(37.7
|
)
|
|
7.4
|
|
|
(9.7
|
)
|
|||
State - deferred
|
|
(89.9
|
)
|
|
3.3
|
|
|
(3.2
|
)
|
|||
Foreign - deferred
|
|
—
|
|
|
13.1
|
|
|
(5.2
|
)
|
|||
Total deferred
|
|
$
|
(127.6
|
)
|
|
$
|
23.8
|
|
|
$
|
(18.1
|
)
|
|
|
Year Ended
|
|||||||
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
|||
Statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Effect of:
|
|
|
|
|
|
|
|
|
|
State and local income taxes, net of federal income tax benefit
|
|
3.0
|
|
|
3.0
|
|
|
3.3
|
|
Work Opportunity Tax Credit
|
|
(1.6
|
)
|
|
(3.8
|
)
|
|
(1.0
|
)
|
State tax election
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
Deferred tax rate change
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
Incremental tax benefit of exercises/vesting of equity-based
compensation |
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
International taxes
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
Change in valuation allowance
|
|
0.1
|
|
|
4.1
|
|
|
—
|
|
Nondeductible acquisition costs
|
|
—
|
|
|
1.5
|
|
|
—
|
|
Other, net
|
|
(0.3
|
)
|
|
1.7
|
|
|
(0.1
|
)
|
Effective tax rate
|
|
32.6
|
%
|
|
37.0
|
%
|
|
37.2
|
%
|
(in millions)
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
Deferred tax assets:
|
|
|
|
|
||||
Deferred rent
|
|
$
|
59.9
|
|
|
$
|
47.3
|
|
Accrued expenses
|
|
71.4
|
|
|
73.2
|
|
||
Net operating losses and credit carryforwards
|
|
71.4
|
|
|
53.1
|
|
||
Accrued compensation expense
|
|
71.3
|
|
|
77.8
|
|
||
State tax election
|
|
20.4
|
|
|
—
|
|
||
Other
|
|
3.4
|
|
|
0.3
|
|
||
Total deferred tax assets
|
|
297.8
|
|
|
251.7
|
|
||
Valuation allowance
|
|
(49.7
|
)
|
|
(48.4
|
)
|
||
Deferred tax assets, net
|
|
248.1
|
|
|
203.3
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Property and equipment
|
|
(331.3
|
)
|
|
(369.3
|
)
|
||
Other intangibles
|
|
(1,368.7
|
)
|
|
(1,415.9
|
)
|
||
Prepaid expenses
|
|
—
|
|
|
(3.3
|
)
|
||
Inventory
|
|
(7.0
|
)
|
|
(1.4
|
)
|
||
Total deferred tax liabilities
|
|
(1,707.0
|
)
|
|
(1,789.9
|
)
|
||
Net deferred tax liability
|
|
$
|
(1,458.9
|
)
|
|
$
|
(1,586.6
|
)
|
(in millions)
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
Beginning Balance
|
|
$
|
71.4
|
|
|
$
|
6.5
|
|
Additions, Acquisition of Family Dollar
|
|
—
|
|
|
64.4
|
|
||
Additions, based on tax positions related to current year
|
|
5.9
|
|
|
1.9
|
|
||
Additions for tax positions of prior years
|
|
3.7
|
|
|
1.6
|
|
||
Settlements
|
|
(2.2
|
)
|
|
(1.8
|
)
|
||
Lapses in statutes of limitation
|
|
(7.6
|
)
|
|
(1.2
|
)
|
||
Ending balance
|
|
$
|
71.2
|
|
|
$
|
71.4
|
|
|
(in millions)
|
||
2017
|
$
|
1,369.5
|
|
2018
|
1,180.4
|
|
|
2019
|
1,021.7
|
|
|
2020
|
815.9
|
|
|
2021
|
670.9
|
|
|
Thereafter
|
2,150.9
|
|
|
Total minimum lease payments
|
$
|
7,209.3
|
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Minimum rentals
|
|
$
|
1,276.6
|
|
|
$
|
993.6
|
|
|
$
|
536.5
|
|
Contingent rentals
|
|
6.3
|
|
|
5.5
|
|
|
1.8
|
|
|
|
As of January 28, 2017
|
|
As of January 30, 2016
|
||||||||
(in millions)
|
|
Principal
|
|
Unamortized Debt Premium and Issuance Costs
|
|
Principal
|
|
Unamortized Debt Premium and Issuance Costs
|
||||
Forgivable Promissory Note, interest payable beginning in
December 2017 at a rate of 1%, principal payable
beginning January 2019
|
|
7.0
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
5.25% Acquisition Notes, due 2020
|
|
750.0
|
|
|
8.7
|
|
|
750.0
|
|
|
11.1
|
|
5.75% Acquisition Notes, due 2023
|
|
2,500.0
|
|
|
35.9
|
|
|
2,500.0
|
|
|
40.1
|
|
Term Loan A
|
|
—
|
|
|
—
|
|
|
975.0
|
|
|
3.6
|
|
Term Loan A-1, interest payable at LIBOR, plus 1.75%,
which was 2.53% at January 28, 2017
|
|
2,184.8
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
Term Loan B-1
|
|
—
|
|
|
—
|
|
|
2,283.5
|
|
|
42.6
|
|
Term Loan B-2, fixed interest rate of 4.25%
|
|
650.0
|
|
|
10.4
|
|
|
650.0
|
|
|
12.0
|
|
Secured Senior Notes, fixed interest rate of 5.00%
|
|
300.0
|
|
|
(8.8
|
)
|
|
300.0
|
|
|
(10.7
|
)
|
$1.25 billion Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.4
|
|
$1.25 billion Tranche A Revolving Credit Facility, interest
payable at LIBOR, plus 1.75%, which was 2.53% at
January 28, 2017
|
|
—
|
|
|
17.6
|
|
|
—
|
|
|
—
|
|
Total
|
|
$6,391.8
|
|
$70.0
|
|
$7,465.5
|
|
$119.1
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions, except per share data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Basic net income per share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
896.2
|
|
|
$
|
282.4
|
|
|
$
|
599.2
|
|
Weighted average number of shares outstanding
|
|
235.7
|
|
|
222.5
|
|
|
206.0
|
|
|||
Basic net income per share
|
|
$
|
3.80
|
|
|
$
|
1.27
|
|
|
$
|
2.91
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
896.2
|
|
|
$
|
282.4
|
|
|
$
|
599.2
|
|
Weighted average number of shares outstanding
|
|
235.7
|
|
|
222.5
|
|
|
206.0
|
|
|||
Dilutive effect of stock options and restricted stock (as determined by
applying the treasury stock method) |
|
1.1
|
|
|
1.0
|
|
|
1.0
|
|
|||
Weighted average number of shares and dilutive potential shares
outstanding |
|
236.8
|
|
|
223.5
|
|
|
207.0
|
|
|||
Diluted net income per share
|
|
$
|
3.78
|
|
|
$
|
1.26
|
|
|
$
|
2.90
|
|
Year ended January 28, 2017
|
|
$
|
39.0
|
million
|
Year ended January 30, 2016
|
|
$
|
36.6
|
million
|
Year ended January 31, 2015
|
|
$
|
41.1
|
million
|
|
20% after two years of service
|
|
40% after three years of service
|
|
60% after four years of service
|
|
100% after five years of service
|
Year ended January 28, 2017
|
|
$
|
10.1
|
million
|
Year ended January 30, 2016
|
|
$
|
6.2
|
million
|
|
|
Shares
|
|
Weighted
Average
Grant
Date Fair
Value
|
|||
Nonvested at January 30, 2016
|
|
1,569,421
|
|
|
$
|
63.24
|
|
Granted
|
|
897,479
|
|
|
80.13
|
|
|
Vested
|
|
(697,780
|
)
|
|
60.83
|
|
|
Forfeited
|
|
(149,619
|
)
|
|
76.45
|
|
|
Nonvested at January 28, 2017
|
|
1,619,501
|
|
|
$
|
73.43
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
Expected term in years
|
|
6.50
|
|
|
2.03
|
|
||
Expected volatility
|
|
24.51
|
%
|
|
20.77
|
%
|
||
Annual dividend yield
|
|
—
|
%
|
|
—
|
%
|
||
Risk free interest rate
|
|
2.09
|
%
|
|
0.60
|
%
|
||
Weighted-average fair value of options granted
during the period
|
|
$
|
22.10
|
|
|
$
|
23.15
|
|
Stock Option Activity
|
|||||||||||||
|
|
January 28, 2017
|
|||||||||||
|
|
|
|
Weighted
|
|
|
|
|
|||||
|
|
|
|
Average
|
|
Weighted
|
|
Aggregate
|
|||||
|
|
|
|
Per Share
|
|
Average
|
|
Intrinsic
|
|||||
|
|
|
|
Exercise
|
|
Remaining
|
|
Value
|
|||||
|
|
Shares
|
|
Price
|
|
Term
|
|
(in millions)
|
|||||
Outstanding, beginning of period
|
|
1,549,999
|
|
|
$
|
58.41
|
|
|
|
|
|
||
Granted
|
|
189,543
|
|
|
74.45
|
|
|
|
|
|
|||
Exercised
|
|
(613,013
|
)
|
|
54.73
|
|
|
|
|
|
|||
Forfeited
|
|
(85,094
|
)
|
|
72.73
|
|
|
|
|
|
|||
Outstanding, end of period
|
|
1,041,435
|
|
|
$
|
62.38
|
|
|
1.3
|
|
$
|
12.2
|
|
Options vested at January 28, 2017
|
|
664,854
|
|
|
$
|
55.97
|
|
|
1.2
|
|
$
|
12.0
|
|
Options exercisable at end of period
|
|
664,854
|
|
|
$
|
55.97
|
|
|
1.2
|
|
$
|
12.0
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
|
Options
|
|
|
|
|
|
Options
|
|
|
||||||
Range of
|
|
Outstanding
|
|
Weighted Avg.
|
|
Weighted Avg.
|
|
Exercisable
|
|
Weighted Avg.
|
||||||
Exercise
|
|
at January 28,
|
|
Remaining
|
|
Exercise
|
|
at January 28,
|
|
Exercise
|
||||||
Prices
|
|
2017
|
|
Contractual Life
|
|
Price
|
|
2017
|
|
Price
|
||||||
$8.91 to $12.66
|
|
134,627
|
|
|
1.2
|
|
$
|
10.67
|
|
|
134,627
|
|
|
$
|
10.67
|
|
$12.67 to $48.30
|
|
47,807
|
|
|
4.6
|
|
32.36
|
|
|
47,807
|
|
|
32.36
|
|
||
$48.31 to $58.58
|
|
25,462
|
|
|
2.5
|
|
55.03
|
|
|
22,691
|
|
|
54.72
|
|
||
$58.59 to $70.71
|
|
365,014
|
|
|
0.6
|
|
68.41
|
|
|
290,657
|
|
|
68.48
|
|
||
$70.72 to $93.78
|
|
468,525
|
|
|
2.0
|
|
76.01
|
|
|
169,072
|
|
|
77.37
|
|
||
$8.91 to $93.78
|
|
1,041,435
|
|
|
1.3
|
|
$
|
59.93
|
|
|
664,854
|
|
|
$
|
55.97
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|||
Expected term
|
3 months
|
|
3 months
|
|
3 months
|
|||
Expected volatility
|
14.6
|
%
|
|
13.2
|
%
|
|
8.8
|
%
|
Annual dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk free interest rate
|
0.4
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
10,138.7
|
|
|
$
|
9,336.4
|
|
|
$
|
8,602.2
|
|
Family Dollar
|
|
10,580.5
|
|
|
6,162.0
|
|
|
—
|
|
|||
Total net sales
|
|
$
|
20,719.2
|
|
|
$
|
15,498.4
|
|
|
$
|
8,602.2
|
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gross profit:
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
3,584.7
|
|
|
$
|
3,249.3
|
|
|
$
|
3,034.0
|
|
Family Dollar
|
|
2,810.0
|
|
|
1,407.4
|
|
|
—
|
|
|||
Total gross profit
|
|
$
|
6,394.7
|
|
|
$
|
4,656.7
|
|
|
$
|
3,034.0
|
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
241.3
|
|
|
$
|
223.4
|
|
|
$
|
206.0
|
|
Family Dollar
|
|
396.5
|
|
|
264.3
|
|
|
—
|
|
|||
Total depreciation and amortization expense
|
|
$
|
637.8
|
|
|
$
|
487.7
|
|
|
$
|
206.0
|
|
|
|
Year Ended
|
||||||||||
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
1,305.3
|
|
|
$
|
1,080.5
|
|
|
$
|
1,040.2
|
|
Family Dollar
|
|
399.5
|
|
|
(30.8
|
)
|
|
—
|
|
|||
Total operating income
|
|
$
|
1,704.8
|
|
|
$
|
1,049.7
|
|
|
$
|
1,040.2
|
|
|
|
As of
|
||||||
|
|
January 28,
|
|
January 30,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||||
Total assets:
|
|
|
|
|
||||
Dollar Tree
|
|
$
|
3,705.5
|
|
|
$
|
3,472.0
|
|
Family Dollar
|
|
11,996.1
|
|
|
12,429.2
|
|
||
Total assets
|
|
$
|
15,701.6
|
|
|
$
|
15,901.2
|
|
|
|
As of
|
||||||
|
|
January 28,
|
|
January 30,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||||
Total goodwill:
|
|
|
|
|
||||
Dollar Tree
|
|
$
|
345.4
|
|
|
$
|
283.6
|
|
Family Dollar
|
|
4,678.1
|
|
|
4,738.1
|
|
||
Total goodwill
|
|
$
|
5,023.5
|
|
|
$
|
5,021.7
|
|
|
|
Year Ended January 28, 2017
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
20,506.9
|
|
|
$
|
731.6
|
|
|
$
|
(519.3
|
)
|
|
$
|
20,719.2
|
|
Cost of sales
|
|
—
|
|
|
14,178.1
|
|
|
584.4
|
|
|
(438.0
|
)
|
|
14,324.5
|
|
|||||
Gross profit
|
|
—
|
|
|
6,328.8
|
|
|
147.2
|
|
|
(81.3
|
)
|
|
6,394.7
|
|
|||||
Selling, general and administrative
expenses
|
|
7.4
|
|
|
4,631.0
|
|
|
125.2
|
|
|
(73.7
|
)
|
|
4,689.9
|
|
|||||
Operating income (loss)
|
|
(7.4
|
)
|
|
1,697.8
|
|
|
22.0
|
|
|
(7.6
|
)
|
|
1,704.8
|
|
|||||
Interest expense (income), net
|
|
316.8
|
|
|
66.3
|
|
|
(7.6
|
)
|
|
—
|
|
|
375.5
|
|
|||||
Other (income) expense, net
|
|
7.4
|
|
|
(0.7
|
)
|
|
0.8
|
|
|
(7.6
|
)
|
|
(0.1
|
)
|
|||||
Income (loss) before income taxes
|
|
(331.6
|
)
|
|
1,632.2
|
|
|
28.8
|
|
|
—
|
|
|
1,329.4
|
|
|||||
Provision for income taxes
|
|
(133.3
|
)
|
|
558.8
|
|
|
7.7
|
|
|
—
|
|
|
433.2
|
|
|||||
Equity in earnings of subsidiaries
|
|
(1,094.5
|
)
|
|
(15.4
|
)
|
|
—
|
|
|
1,109.9
|
|
|
—
|
|
|||||
Net income
|
|
896.2
|
|
|
1,088.8
|
|
|
21.1
|
|
|
(1,109.9
|
)
|
|
896.2
|
|
|||||
Other comprehensive income
|
|
5.5
|
|
|
1.7
|
|
|
5.5
|
|
|
(7.2
|
)
|
|
5.5
|
|
|||||
Comprehensive income
|
|
$
|
901.7
|
|
|
$
|
1,090.5
|
|
|
$
|
26.6
|
|
|
$
|
(1,117.1
|
)
|
|
$
|
901.7
|
|
|
|
Year Ended January 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
15,312.2
|
|
|
$
|
737.6
|
|
|
$
|
(551.4
|
)
|
|
$
|
15,498.4
|
|
Cost of sales
|
|
—
|
|
|
10,715.6
|
|
|
664.1
|
|
|
(538.0
|
)
|
|
10,841.7
|
|
|||||
Gross profit
|
|
—
|
|
|
4,596.6
|
|
|
73.5
|
|
|
(13.4
|
)
|
|
4,656.7
|
|
|||||
Selling, general and administrative
expenses
|
|
48.4
|
|
|
3,505.5
|
|
|
62.5
|
|
|
(9.4
|
)
|
|
3,607.0
|
|
|||||
Operating (loss) income
|
|
(48.4
|
)
|
|
1,091.1
|
|
|
11.0
|
|
|
(4.0
|
)
|
|
1,049.7
|
|
|||||
Interest expense (income), net
|
|
464.4
|
|
|
139.1
|
|
|
(4.1
|
)
|
|
—
|
|
|
599.4
|
|
|||||
Other (income) expense, net
|
|
4.0
|
|
|
(0.2
|
)
|
|
2.3
|
|
|
(4.0
|
)
|
|
2.1
|
|
|||||
Income (loss) before income taxes
|
|
(516.8
|
)
|
|
952.2
|
|
|
12.8
|
|
|
—
|
|
|
448.2
|
|
|||||
Provision for income taxes
|
|
(213.3
|
)
|
|
361.6
|
|
|
17.5
|
|
|
—
|
|
|
165.8
|
|
|||||
Equity in earnings of subsidiaries
|
|
(585.9
|
)
|
|
(31.1
|
)
|
|
—
|
|
|
617.0
|
|
|
—
|
|
|||||
Net income (loss)
|
|
282.4
|
|
|
621.7
|
|
|
(4.7
|
)
|
|
(617.0
|
)
|
|
282.4
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(9.0
|
)
|
|||||
Comprehensive income
|
|
$
|
282.4
|
|
|
$
|
621.7
|
|
|
$
|
(13.7
|
)
|
|
$
|
(617.0
|
)
|
|
$
|
273.4
|
|
|
|
Year Ended January 31, 2015
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
8,420.3
|
|
|
$
|
184.0
|
|
|
$
|
(2.1
|
)
|
|
$
|
8,602.2
|
|
Cost of sales
|
|
—
|
|
|
5,427.7
|
|
|
142.6
|
|
|
(2.1
|
)
|
|
5,568.2
|
|
|||||
Gross profit
|
|
—
|
|
|
2,992.6
|
|
|
41.4
|
|
|
—
|
|
|
3,034.0
|
|
|||||
Selling, general and administrative
expenses
|
|
33.7
|
|
|
1,904.0
|
|
|
58.3
|
|
|
(2.2
|
)
|
|
1,993.8
|
|
|||||
Operating (loss) income
|
|
(33.7
|
)
|
|
1,088.6
|
|
|
(16.9
|
)
|
|
2.2
|
|
|
1,040.2
|
|
|||||
Interest expense (income), net
|
|
35.7
|
|
|
44.5
|
|
|
(0.1
|
)
|
|
—
|
|
|
80.1
|
|
|||||
Other (income) expense, net
|
|
(2.1
|
)
|
|
5.5
|
|
|
0.4
|
|
|
2.1
|
|
|
5.9
|
|
|||||
Income (loss) before income taxes
|
|
(67.3
|
)
|
|
1,038.6
|
|
|
(17.2
|
)
|
|
0.1
|
|
|
954.2
|
|
|||||
Provision for income taxes
|
|
(27.4
|
)
|
|
387.2
|
|
|
(4.8
|
)
|
|
—
|
|
|
355.0
|
|
|||||
Equity in earnings of subsidiaries
|
|
(639.1
|
)
|
|
—
|
|
|
—
|
|
|
639.1
|
|
|
—
|
|
|||||
Net income (loss)
|
|
599.2
|
|
|
651.4
|
|
|
(12.4
|
)
|
|
(639.0
|
)
|
|
599.2
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(17.2
|
)
|
|
—
|
|
|
(17.2
|
)
|
|||||
Comprehensive income
|
|
$
|
599.2
|
|
|
$
|
651.4
|
|
|
$
|
(29.6
|
)
|
|
$
|
(639.0
|
)
|
|
$
|
582.0
|
|
|
|
January 28, 2017
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
562.4
|
|
|
$
|
139.2
|
|
|
$
|
164.8
|
|
|
$
|
—
|
|
|
$
|
866.4
|
|
Short-term investments
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Merchandise inventories, net
|
|
—
|
|
|
2,826.3
|
|
|
41.2
|
|
|
(1.7
|
)
|
|
2,865.8
|
|
|||||
Current deferred tax assets, net
|
|
—
|
|
|
(9.3
|
)
|
|
9.3
|
|
|
—
|
|
|
—
|
|
|||||
Due from intercompany, net
|
|
58.7
|
|
|
1,041.5
|
|
|
42.8
|
|
|
(1,143.0
|
)
|
|
—
|
|
|||||
Other current assets
|
|
0.5
|
|
|
198.7
|
|
|
2.3
|
|
|
0.3
|
|
|
201.8
|
|
|||||
Total current assets
|
|
621.6
|
|
|
4,196.4
|
|
|
264.4
|
|
|
(1,144.4
|
)
|
|
3,938.0
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
3,085.3
|
|
|
30.5
|
|
|
—
|
|
|
3,115.8
|
|
|||||
Assets available for sale
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|||||
Goodwill
|
|
—
|
|
|
4,993.1
|
|
|
30.4
|
|
|
—
|
|
|
5,023.5
|
|
|||||
Favorable lease rights, net
|
|
—
|
|
|
468.6
|
|
|
—
|
|
|
—
|
|
|
468.6
|
|
|||||
Tradename intangible asset
|
|
—
|
|
|
3,100.0
|
|
|
—
|
|
|
—
|
|
|
3,100.0
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|||||
Investment in subsidiaries
|
|
8,640.1
|
|
|
106.6
|
|
|
—
|
|
|
(8,746.7
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
1,926.4
|
|
|
—
|
|
|
188.8
|
|
|
(2,115.2
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
1,243.8
|
|
|
—
|
|
|
—
|
|
|
(1,243.8
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
41.3
|
|
|
3.3
|
|
|
(3.0
|
)
|
|
41.6
|
|
|||||
Total assets
|
|
$
|
12,431.9
|
|
|
$
|
16,005.4
|
|
|
$
|
517.4
|
|
|
$
|
(13,253.1
|
)
|
|
$
|
15,701.6
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
|
$
|
152.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
152.1
|
|
Accounts payable
|
|
—
|
|
|
1,105.9
|
|
|
14.7
|
|
|
(1.0
|
)
|
|
1,119.6
|
|
|||||
Due to intercompany, net
|
|
969.6
|
|
|
121.5
|
|
|
51.9
|
|
|
(1,143.0
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
66.4
|
|
|
470.5
|
|
|
207.3
|
|
|
—
|
|
|
744.2
|
|
|||||
Income taxes payable
|
|
(1.9
|
)
|
|
91.0
|
|
|
0.9
|
|
|
—
|
|
|
90.0
|
|
|||||
Total current liabilities
|
|
1,186.2
|
|
|
1,788.9
|
|
|
274.8
|
|
|
(1,144.0
|
)
|
|
2,105.9
|
|
|||||
Long-term debt, net, excluding
current portion
|
|
5,853.9
|
|
|
315.8
|
|
|
—
|
|
|
—
|
|
|
6,169.7
|
|
|||||
Unfavorable lease rights, net
|
|
—
|
|
|
124.0
|
|
|
—
|
|
|
—
|
|
|
124.0
|
|
|||||
Deferred tax liabilities, net
|
|
2.0
|
|
|
1,456.9
|
|
|
—
|
|
|
—
|
|
|
1,458.9
|
|
|||||
Income taxes payable, long-term
|
|
—
|
|
|
71.2
|
|
|
—
|
|
|
—
|
|
|
71.2
|
|
|||||
Due to intercompany, net
|
|
—
|
|
|
1,243.8
|
|
|
—
|
|
|
(1,243.8
|
)
|
|
—
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
2,115.2
|
|
|
—
|
|
|
(2,115.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
—
|
|
|
377.5
|
|
|
8.1
|
|
|
(3.2
|
)
|
|
382.4
|
|
|||||
Total liabilities
|
|
7,042.1
|
|
|
7,493.3
|
|
|
282.9
|
|
|
(4,506.2
|
)
|
|
10,312.1
|
|
|||||
Shareholders' equity
|
|
5,389.8
|
|
|
8,512.1
|
|
|
234.5
|
|
|
(8,746.9
|
)
|
|
5,389.5
|
|
|||||
Total liabilities and equity
|
|
$
|
12,431.9
|
|
|
$
|
16,005.4
|
|
|
$
|
517.4
|
|
|
$
|
(13,253.1
|
)
|
|
$
|
15,701.6
|
|
|
|
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
|
|
|
|
Year Ended January 28, 2017
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net cash provided by operating activities
|
|
$
|
2,022.9
|
|
|
$
|
1,121.1
|
|
|
$
|
71.5
|
|
|
$
|
(1,542.2
|
)
|
|
$
|
1,673.3
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(563.4
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(564.7
|
)
|
|||||
Purchase of restricted investments
|
|
—
|
|
|
(36.1
|
)
|
|
—
|
|
|
—
|
|
|
(36.1
|
)
|
|||||
Proceeds from sale of restricted
investments
|
|
—
|
|
|
118.1
|
|
|
—
|
|
|
—
|
|
|
118.1
|
|
|||||
Other
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(482.3
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(483.6
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Principal payments for long-term debt
|
|
(4,036.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,036.2
|
)
|
|||||
Proceeds from long-term debt, net of
discount
|
|
2,962.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,962.5
|
|
|||||
Repayments of revolving credit facility
|
|
(140.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.0
|
)
|
|||||
Proceeds from revolving credit facility
|
|
140.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140.0
|
|
|||||
Net intercompany note activity
|
|
(400.0
|
)
|
|
400.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends paid
|
|
—
|
|
|
(1,536.5
|
)
|
|
(23.0
|
)
|
|
1,559.5
|
|
|
—
|
|
|||||
Proceeds from stock issued pursuant to
stock-based compensation plans
|
|
41.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.5
|
|
|||||
Cash paid for taxes on exercises/vesting of
stock-based compensation
|
|
(22.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.2
|
)
|
|||||
Other
|
|
(6.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|||||
Net cash used in financing activities
|
|
(1,460.5
|
)
|
|
(1,136.5
|
)
|
|
(23.0
|
)
|
|
1,559.5
|
|
|
(1,060.5
|
)
|
|||||
Effect of exchange rate changes on cash and
cash equivalents
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
Net (decrease) increase in cash and cash
equivalents
|
|
562.4
|
|
|
(497.7
|
)
|
|
48.3
|
|
|
17.3
|
|
|
130.3
|
|
|||||
Cash and cash equivalents at beginning of
period
|
|
—
|
|
|
636.9
|
|
|
116.5
|
|
|
(17.3
|
)
|
|
736.1
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
562.4
|
|
|
$
|
139.2
|
|
|
$
|
164.8
|
|
|
$
|
—
|
|
|
$
|
866.4
|
|
|
|
Year Ended January 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net cash provided by (used in) operating
activities
|
|
$
|
765.1
|
|
|
$
|
720.8
|
|
|
$
|
(19.4
|
)
|
|
$
|
(664.0
|
)
|
|
$
|
802.5
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(475.7
|
)
|
|
(4.8
|
)
|
|
—
|
|
|
(480.5
|
)
|
|||||
Acquisition of Family Dollar, net of
common stock issued, equity
compensation and cash acquired
|
|
(6,833.0
|
)
|
|
207.3
|
|
|
98.0
|
|
|
—
|
|
|
(6,527.7
|
)
|
|||||
Other
|
|
—
|
|
|
(7.5
|
)
|
|
37.3
|
|
|
—
|
|
|
29.8
|
|
|||||
Net cash provided by (used in)
investing activities
|
|
(6,833.0
|
)
|
|
(275.9
|
)
|
|
130.5
|
|
|
—
|
|
|
(6,978.4
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Principal payments for long-term debt
|
|
(4,991.5
|
)
|
|
(935.2
|
)
|
|
—
|
|
|
—
|
|
|
(5,926.7
|
)
|
|||||
Proceeds from long-term debt, net of
discount
|
|
12,130.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,130.2
|
|
|||||
Net intercompany note activity
|
|
(1,109.6
|
)
|
|
1,109.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends paid
|
|
—
|
|
|
(646.7
|
)
|
|
—
|
|
|
646.7
|
|
|
—
|
|
|||||
Debt-issuance costs
|
|
(159.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(159.8
|
)
|
|||||
Cash paid for taxes on exercises/vesting of
stock-based compensation
|
|
(21.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.6
|
)
|
|||||
Other
|
|
26.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.7
|
|
|||||
Net cash provided by (used in)
financing activities
|
|
5,874.4
|
|
|
(472.3
|
)
|
|
—
|
|
|
646.7
|
|
|
6,048.8
|
|
|||||
Effect of exchange rate changes on cash and
cash equivalents
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Net (decrease) increase in cash and cash
equivalents
|
|
(193.5
|
)
|
|
(27.4
|
)
|
|
110.2
|
|
|
(17.3
|
)
|
|
(128.0
|
)
|
|||||
Cash and cash equivalents at beginning of
period
|
|
193.5
|
|
|
664.3
|
|
|
6.3
|
|
|
—
|
|
|
864.1
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
636.9
|
|
|
$
|
116.5
|
|
|
$
|
(17.3
|
)
|
|
$
|
736.1
|
|
|
|
Year Ended January 31, 2015
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net cash provided by (used in) operating
activities
|
|
$
|
39.9
|
|
|
$
|
911.9
|
|
|
$
|
(11.5
|
)
|
|
$
|
2.5
|
|
|
$
|
942.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(312.2
|
)
|
|
(13.4
|
)
|
|
—
|
|
|
(325.6
|
)
|
|||||
Other
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(301.6
|
)
|
|
(13.4
|
)
|
|
—
|
|
|
(315.0
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Principal payments for long-term debt
|
|
—
|
|
|
(12.8
|
)
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|||||
Net intercompany note activity
|
|
8.2
|
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Debt-issuance costs
|
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|||||
Cash paid for taxes on exercises/vesting of
stock-based compensation
|
|
(16.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|||||
Other
|
|
10.0
|
|
|
2.5
|
|
|
—
|
|
|
(2.5
|
)
|
|
10.0
|
|
|||||
Net cash used in financing activities
|
|
(9.6
|
)
|
|
(18.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
(30.6
|
)
|
|||||
Effect of exchange rate changes on cash and
cash equivalents
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net (decrease) increase in cash and cash
equivalents
|
|
30.3
|
|
|
591.8
|
|
|
(25.7
|
)
|
|
—
|
|
|
596.4
|
|
|||||
Cash and cash equivalents at beginning of
period
|
|
163.2
|
|
|
72.5
|
|
|
32.0
|
|
|
—
|
|
|
267.7
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
193.5
|
|
|
$
|
664.3
|
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
864.1
|
|
(dollars in millions, except diluted net income per share data)
|
|
First
Quarter (1)
|
|
Second
Quarter (4)
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal 2016:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
5,085.8
|
|
|
$
|
4,996.3
|
|
|
$
|
5,001.6
|
|
|
$
|
5,635.3
|
|
Gross profit
|
|
$
|
1,554.6
|
|
|
$
|
1,512.4
|
|
|
$
|
1,520.5
|
|
|
$
|
1,807.0
|
|
Operating income
|
|
$
|
418.7
|
|
|
$
|
357.2
|
|
|
$
|
342.4
|
|
|
$
|
586.5
|
|
Net income
|
|
$
|
232.7
|
|
|
$
|
170.2
|
|
|
$
|
171.6
|
|
|
$
|
321.8
|
|
Diluted net income per share
|
|
$
|
0.98
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
1.36
|
|
Stores open at end of quarter
|
|
13,997
|
|
|
14,129
|
|
|
14,284
|
|
|
14,334
|
|
||||
Comparable store net sales change
|
|
2.2
|
%
|
|
1.1
|
%
|
|
1.8
|
%
|
|
1.3
|
%
|
||||
Fiscal 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
|
$
|
2,176.7
|
|
|
$
|
3,011.2
|
|
|
$
|
4,945.2
|
|
|
$
|
5,365.3
|
|
Gross profit
|
|
$
|
748.9
|
|
|
$
|
855.2
|
|
|
$
|
1,400.0
|
|
|
$
|
1,652.6
|
|
Operating income (2)
|
|
$
|
232.8
|
|
|
$
|
123.4
|
|
|
$
|
223.7
|
|
|
$
|
469.7
|
|
Net income (loss) (3)
|
|
$
|
69.5
|
|
|
$
|
(98.0
|
)
|
|
$
|
81.9
|
|
|
$
|
229.0
|
|
Diluted net income (loss) per share (3)
|
|
$
|
0.34
|
|
|
$
|
(0.46
|
)
|
|
$
|
0.35
|
|
|
$
|
0.97
|
|
Stores open at end of quarter
|
|
5,454
|
|
|
13,864
|
|
|
14,038
|
|
|
13,851
|
|
||||
Comparable store net sales change
|
|
3.1
|
%
|
|
2.4
|
%
|
|
1.7
|
%
|
|
1.3
|
%
|
1.
|
Documents filed as part of this report
:
|
1.
|
Financial Statements. Reference is made to the Index to the Consolidated Financial Statements set forth under Part II, Item 8, on page 45 of this Form 10-K.
|
2.
|
Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are not applicable, or the information is included in the Consolidated Financial Statements, and therefore have been omitted.
|
3.
|
Exhibits. The following exhibits, are filed as part of, or incorporated by reference into, this report.
|
2.
|
Plan of Reorganization
|
2.1
|
Agreement and Plan of Merger, dated as of July 27, 2014 among Family Dollar Stores, Inc., Dollar Tree, Inc. and Dime Merger Sub, Inc. (Exhibit 2.1 to the Company's July 27, 2014 Current Report on Form 8-K, incorporated herein by the reference).
|
|
|
2.2
|
Amendment No. 1, dated September 4, 2014, to the Agreement and Plan of Merger, dated as of July 27, 2014 among Family Dollar Stores, Inc., Dollar Tree Inc. and Dime Merger Sub, Inc. (Exhibit 2.1 to the Company's September 4, 2014 Current Report on Form 8-K, incorporated herein by this reference).
|
3.
|
Articles and Bylaws
|
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) (Exhibit 3.2 to the Company’s July 30, 2016 Quarterly Report on Form 10-Q, incorporated herein by this reference).
|
4.
|
Instruments Defining the Rights of Security Holders
|
4.1
|
Form of Common Stock Certificate (Exhibit 4.1 to the Company’s March 13, 2008 Current Report on Form 8-K, incorporated herein by this reference).
|
|
|
4.2.1
|
Indenture, dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.250% senior notes due 2020. (Exhibit 4.1 to the Company's February 23, 2015 Current Report on Form 8-K, incorporated herein by this reference).
|
|
|
4.2.2
|
First Supplemental Indenture, dated as of July 6, 2015,among Dollar Tree, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee, to the Indenture dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U. S. Bank National Association, as trustee, relating to the 5.250% senior notes due 2020 (Exhibit 4.1 to the Company's July 6, 2015 Current Report on Form 8-K, incorporated herein by this reference).
|
|
|
4.3.1
|
Indenture, dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2023. (Exhibit 4.2 to the Company's February 23, 2015 Current Report on Form 8-K, incorporated herein by this reference).
|
|
|
4.3.2
|
First Supplemental Indenture, dated as of July 6, 2015, among Dollar Tree, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee, to the Indenture dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U. S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2023 (Exhibit 4.1 to the Company's July 6, 2015 Current Report on Form 8-K, incorporated herein by this reference).
|
|
|
4.4.1
|
Registration Rights Agreement, dated as of February 23, 2015, by and among Dollar Tree, Inc., Family Tree Escrow, LLC and J.P. Morgan Securities LLC, as representative of the initial purchasers, relating to the 5.250% senior notes due 2020. (Exhibit 4.3 to the Company's February 23, 2015 Current Report on Form 8-K, incorporated herein by this reference).
|
|
|
4.4.2
|
Joinder by the Guarantors party thereto, dated as of July 6, 2015, to the Registration Rights Agreement, dated as of February 23, 2015, by and among Dollar Tree, Inc., Family Tree Escrow, LLC and J.P. Morgan Securities LLC, as representative of the initial purchasers, relating to the 5.250% senior notes due 2020 (Exhibit 4.3 to the Company's July 6, 2015 Current Report on Form 8-K, incorporated herein by this reference).
|
|
|
4.5.1
|
Registration Rights Agreement, dated as of February 23, 2015, by and among Dollar Tree, Inc., Family Tree Escrow, LLC and J.P. Morgan Securities LLC, as representative of the initial purchasers, relating to the 5.750% senior notes due 2023. (Exhibit 4.4 to the Company's February 23, 2015 Current Report on Form 8-K, incorporated herein by this reference).
|
|
|
4.5.2
|
Joinder by the Guarantors party thereto, dated as of July 6, 2015, to the Registration Rights Agreement, dated as of February 23, 2015, by and among Dollar Tree, Family Tree Escrow, LLC and J.P. Morgan Securities LLC, as representatives of the initial purchasers, relating to the 5.750% senior notes due 2023 (Exhibit 4.4 to the Company's July 6, 2015 Current Report on Form 8-K, incorporated herein by this reference).
|
10.
|
Material Contracts
|
21.
|
Subsidiaries of the Registrant
|
21.1
|
Subsidiaries (filed herewith)
|
23.
|
Consents of Experts and Counsel
|
23.1
|
Consent of Independent Registered Public Accounting Firm (filed herewith)
|
31.
|
Certifications required under Section 302 of the Sarbanes-Oxley Act
|
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.
|
Statements under Section 906 of the Sarbanes-Oxley Act
|
32.1
|
Statement under Section 906 of the Sarbanes-Oxley Act of Chief Executive Officer
|
|
|
32.2
|
Statement 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
|
|
|
|
DOLLAR TREE, INC.
|
|
|
|
|
DATE:
|
March 28, 2017
|
By:
|
/s/ Bob Sasser
|
|
|
Bob Sasser
|
|
|
|
Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Macon F. Brock, Jr.
|
|
|
Macon F. Brock, Jr.
|
Chairman; Director
|
March 28, 2017
|
|
|
|
/s/ Bob Sasser
|
|
|
Bob Sasser
|
Director, Chief Executive Officer
|
March 28, 2017
|
|
(principal executive officer)
|
|
|
|
|
/s/ Thomas A. Saunders III
|
|
|
Thomas A. Saunders III
|
Lead Independent Director
|
March 28, 2017
|
|
|
|
/s/ Arnold S. Barron
|
|
|
Arnold S. Barron
|
Director
|
March 28, 2017
|
|
|
|
/s/ Gregory M. Bridgeford
|
|
|
Gregory M. Bridgeford
|
Director
|
March 28, 2017
|
|
|
|
/s/ Mary Anne Citrino
|
|
|
Mary Anne Citrino
|
Director
|
March 28, 2017
|
|
|
|
/s/ H. Ray Compton
|
|
|
H. Ray Compton
|
Director
|
March 28, 2017
|
|
|
|
/s/ Conrad M. Hall
|
|
|
Conrad M. Hall
|
Director
|
March 28, 2017
|
|
|
|
/s/ Lemuel E. Lewis
|
|
|
Lemuel E. Lewis
|
Director
|
March 28, 2017
|
|
|
|
/s/ Kathleen E. Mallas
|
|
|
Kathleen E. Mallas
|
Senior Vice President - Principal Accounting Officer
|
March 28, 2017
|
|
(principal accounting officer)
|
|
|
|
|
/s/ Kevin S. Wampler
|
|
|
Kevin S. Wampler
|
Chief Financial Officer
|
March 28, 2017
|
|
(principal financial officer)
|
|
|
|
|
/s/ Thomas E. Whiddon
|
|
|
Thomas E. Whiddon
|
Director
|
March 28, 2017
|
|
|
|
/s/ Dr. Carl P. Zeithaml
|
|
|
Dr. Carl P. Zeithaml
|
Director
|
March 28, 2017
|
1.
|
Effective Date.
This Agreement shall become effective the first day of Executive’s employment with the Company as the President of Family Dollar Stores, Inc. (the “Effective Date”), which is currently expected to be on or around December 30, 2016.
|
2.
|
Covenants.
The following covenants are several and survive the termination of the other provisions of this Executive Agreement (the “Agreement”) and survive the termination of Executive’s employment for any reason.
|
a.
|
Confidential Information
. Executive understands and acknowledges that during the course of his employment by the Company, he will have access to and learn about Confidential Information belonging to the Company, including Family Dollar Stores, Inc., Dollar Tree, Inc. and their affiliates and subsidiaries.
|
i.
|
Disclosure and Use Restrictions
. Executive
agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives of the Company not having a need to know such information); (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of Executive’s authorized employment duties to the Company or with the prior consent of Executive’s supervisor; and (iv) to immediately return and not retain, in any form, any such Confidential Information upon the termination of Executive’s employment with the Company. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. The Executive shall promptly provide written notice of any such order to the Company’s Chief Legal Officer.
|
ii.
|
Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016
. Notwithstanding any other provision of this Agreement, Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
|
b.
|
Covenant Not to Compete
.
|
i.
|
Acknowledgment
. Executive understands that the senior nature of his position gives him access to and knowledge of Confidential Information and places him in a position of trust and confidence with the Company and, further, that the improper use or disclosure by Executive of Confidential Information is likely to result in unfair or unlawful competitive activity. Executive understands and acknowledges that his experience and expertise relating to the business of a retailer are unique and specialized, and that the Company’s ability to reserve these talents for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company.
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ii.
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Non-Competition
. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Executive in the Offer Letter, during Executive’s employment and for a [*] period beginning on the last day of Executive’s employment with the Company, Executive agrees and covenants that he will not engage in any Prohibited Activity (as defined below) [*] for a Competitor (as defined below) [*]. This restrictive covenant applies whether Executive’s employment is terminated by Executive or by the Company for any reason or no reason.
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c.
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Non-Piracy of Company Executives
. Executive agrees and covenants that, for a period of two years from the termination of Executive’s employment with the Company, Executive shall not directly or indirectly solicit, hire, recruit, or attempt to hire or recruit, any Company Executive, or induce the termination of employment of any Company Executive. “Company Executive” means any person who at the time of, or within three months immediately prior to, the solicitation, hiring, recruitment, or inducement, was employed by the Company at a Director level or more senior position. The types of communication prohibited by this provision explicitly include all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail, express mail, telephone, fax, instant message, and social media.
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d.
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Non-Disparagement
. Executive agrees and covenants that, during his employment and for 5 years after the termination of his employment, he will not make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company, or any of its executives, directors, and officers. This Section does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement, including but not limited to Executive's Section 7 rights under the NLRA, right to make a complaint or charge with or respond to an inquiry from any government agency, or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.
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e.
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Acknowledgment
. Executive acknowledges and agrees that the services Executive will render to the Company are of a special and unique character; that Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business, and merchandising and marketing strategies by virtue of Executive’s employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interests of the Company.
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f.
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Remedies
. In the event of a breach or threatened breach by Executive of any of the restrictive covenants of this Agreement, Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief. The Company may seek any such temporary injunctive relief or other forms of immediate relief related to a breach by Executive of any of the covenants in this Agreement in a court, notwithstanding the Parties’ Mutual Agreement to Arbitrate Claims.
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3.
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Governing Law: Jurisdiction and Venue
. This Agreement and the Offer Letter, for all purposes, shall be construed in accordance with the laws of the State of North Carolina, without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement or the Offer Letter shall be brought in accordance with the requirements of the Parties’ Mutual Agreement to Arbitrate Claims, except that the Company may seek temporary or permanent injunctive relief or other forms of immediate relief related to a breach by Executive of any of the covenants in this Agreement in the state or federal courts located in Charlotte, North Carolina.
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4.
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Entire Agreement
. Unless specifically provided herein, the Offer Letter, this Agreement, and the Mutual Agreement to Arbitrate Claims contain all the understandings and representations between Executive and the Company pertaining to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
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5.
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Modification and Waiver
. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by Executive and by the Chief Executive Officer of the Company. No waiver by either of the Parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
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6.
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No Prior Restraints
. Executive warrants that Executive is not restricted by any contract with a previous employer or any other person or entity from accepting employment with the Company, and that Executive has not signed any restrictive covenant agreement, such as a confidentiality, non-disclosure, non-solicitation, or non-competition agreement, with a previous employer or any other person or entity that would restrict or prohibit Executive’s performance of Executive’s duties for the Company.
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7.
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Severability
. Should any provision of this Agreement be held by a court or arbitral authority of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The Parties further agree that any such court or arbitral authority is expressly authorized to modify any unenforceable provision of this Agreement in lieu of severing the unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making any other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.
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Family Dollar Stores, Inc.,
Dollar Tree, Inc., and their subsidiaries
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By:
/s/ Mike Matacunas
__________________
Name: Mike Matacunas
Title: Chief Administrative Officer
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EXECUTIVE
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Signature:
/s/ Duncan Mac Naughton
________
Printed Name:
Duncan Mac Naughton_
_______
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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(a)
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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
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(b)
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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.
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/s/ Bob Sasser
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Bob Sasser
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Chief Executive Officer
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(a)
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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;
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(b)
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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;
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(c)
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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
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(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
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(a)
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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
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(b)
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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.
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/s/ Kevin S. Wampler
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Kevin S. Wampler
|
|
Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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March 28, 2017
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/s/ Bob Sasser
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Date
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Bob Sasser
|
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Chief Executive Officer
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(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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March 28, 2017
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/s/ Kevin S. Wampler
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Date
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Kevin S. Wampler
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Chief Financial Officer
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