(X)
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
( )
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Virginia
|
|
26-2018846
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Yes (X)
|
No ( )
|
Yes (X)
|
No ( )
|
Large accelerated filer (X)
|
Accelerated filer ( )
|
Non-accelerated filer ( ) (Do not check if a smaller reporting company)
|
Smaller reporting company ( )
|
Emerging growth company ( )
|
|
Yes ( )
|
No (X)
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 29,
|
|
July 30,
|
|
July 29,
|
|
July 30,
|
||||||||
(in millions, except per share data)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
$
|
5,281.2
|
|
|
$
|
4,996.3
|
|
|
$
|
10,568.3
|
|
|
$
|
10,082.1
|
|
Cost of sales
|
|
3,653.4
|
|
|
3,483.9
|
|
|
7,313.4
|
|
|
7,015.2
|
|
||||
Gross profit
|
|
1,627.8
|
|
|
1,512.4
|
|
|
3,254.9
|
|
|
3,066.9
|
|
||||
Selling, general and administrative expenses,
excluding Receivable impairment
|
|
1,205.7
|
|
|
1,155.2
|
|
|
2,393.1
|
|
|
2,291.0
|
|
||||
Receivable impairment
|
|
2.6
|
|
|
—
|
|
|
53.5
|
|
|
—
|
|
||||
Selling, general and administrative expenses
|
|
1,208.3
|
|
|
1,155.2
|
|
|
2,446.6
|
|
|
2,291.0
|
|
||||
Operating income
|
|
419.5
|
|
|
357.2
|
|
|
808.3
|
|
|
775.9
|
|
||||
Interest expense, net
|
|
75.8
|
|
|
87.3
|
|
|
150.5
|
|
|
174.6
|
|
||||
Other (income) expense, net
|
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|
(0.2
|
)
|
||||
Income before income taxes
|
|
343.6
|
|
|
269.9
|
|
|
657.4
|
|
|
601.5
|
|
||||
Income tax expense
|
|
109.8
|
|
|
99.7
|
|
|
223.1
|
|
|
198.7
|
|
||||
Net income
|
|
$
|
233.8
|
|
|
$
|
170.2
|
|
|
$
|
434.3
|
|
|
$
|
402.8
|
|
Basic net income per share
|
|
$
|
0.99
|
|
|
$
|
0.72
|
|
|
$
|
1.84
|
|
|
$
|
1.71
|
|
Diluted net income per share
|
|
$
|
0.98
|
|
|
$
|
0.72
|
|
|
$
|
1.83
|
|
|
$
|
1.70
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 29,
|
|
July 30,
|
|
July 29,
|
|
July 30,
|
||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
233.8
|
|
|
$
|
170.2
|
|
|
$
|
434.3
|
|
|
$
|
402.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
8.0
|
|
|
(2.3
|
)
|
|
5.0
|
|
|
6.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income
|
|
$
|
241.8
|
|
|
$
|
167.9
|
|
|
$
|
439.3
|
|
|
$
|
409.4
|
|
(in millions)
|
|
July 29, 2017
|
|
January 28, 2017
|
|
July 30, 2016
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
693.3
|
|
|
$
|
866.4
|
|
|
$
|
1,093.2
|
|
Short-term investments
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|||
Merchandise inventories, net
|
|
2,928.5
|
|
|
2,865.8
|
|
|
2,975.1
|
|
|||
Other current assets
|
|
189.4
|
|
|
201.8
|
|
|
377.1
|
|
|||
Total current assets
|
|
3,815.2
|
|
|
3,938.0
|
|
|
4,449.4
|
|
|||
Property, plant and equipment, net of accumulated depreciation
of $2,941.8, $2,694.5 and $2,437.9, respectively
|
|
3,115.4
|
|
|
3,115.8
|
|
|
3,174.2
|
|
|||
Assets available for sale
|
|
10.4
|
|
|
9.0
|
|
|
13.5
|
|
|||
Goodwill
|
|
5,025.2
|
|
|
5,023.5
|
|
|
5,023.8
|
|
|||
Favorable lease rights, net of accumulated amortization of
$202.8, $159.3 and $111.1, respectively
|
|
420.4
|
|
|
468.6
|
|
|
518.8
|
|
|||
Tradename intangible asset
|
|
3,100.0
|
|
|
3,100.0
|
|
|
3,100.0
|
|
|||
Other intangible assets, net
|
|
4.9
|
|
|
5.1
|
|
|
5.4
|
|
|||
Other assets
|
|
40.8
|
|
|
41.6
|
|
|
44.3
|
|
|||
Total assets
|
|
$
|
15,532.3
|
|
|
$
|
15,701.6
|
|
|
$
|
16,329.4
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Current portion of long-term debt
|
|
$
|
165.9
|
|
|
$
|
152.1
|
|
|
$
|
145.5
|
|
Accounts payable
|
|
1,196.3
|
|
|
1,119.6
|
|
|
1,351.5
|
|
|||
Other current liabilities
|
|
722.5
|
|
|
744.2
|
|
|
683.0
|
|
|||
Income taxes payable
|
|
—
|
|
|
90.0
|
|
|
—
|
|
|||
Total current liabilities
|
|
2,084.7
|
|
|
2,105.9
|
|
|
2,180.0
|
|
|||
Long-term debt, net, excluding current portion
|
|
5,595.0
|
|
|
6,169.7
|
|
|
7,155.7
|
|
|||
Unfavorable lease rights, net of accumulated amortization of
$51.2, $39.6 and $27.3, respectively
|
|
111.5
|
|
|
124.0
|
|
|
136.6
|
|
|||
Deferred tax liabilities, net
|
|
1,449.8
|
|
|
1,458.9
|
|
|
1,556.0
|
|
|||
Income taxes payable, long-term
|
|
41.6
|
|
|
71.2
|
|
|
73.6
|
|
|||
Other liabilities
|
|
389.5
|
|
|
382.4
|
|
|
370.6
|
|
|||
Total liabilities
|
|
9,672.1
|
|
|
10,312.1
|
|
|
11,472.5
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
||||||
Shareholders' equity
|
|
5,860.2
|
|
|
5,389.5
|
|
|
4,856.9
|
|
|||
Total liabilities and shareholders' equity
|
|
$
|
15,532.3
|
|
|
$
|
15,701.6
|
|
|
$
|
16,329.4
|
|
|
|
|
|
|
|
|
||||||
Common shares outstanding
|
|
236.8
|
|
|
236.1
|
|
|
235.7
|
|
|
|
26 Weeks Ended
|
||||||
|
|
July 29,
|
|
July 30,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
434.3
|
|
|
$
|
402.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
305.2
|
|
|
324.2
|
|
||
Provision for deferred taxes
|
|
(6.8
|
)
|
|
(31.1
|
)
|
||
Amortization of debt discount and debt-issuance costs
|
|
8.4
|
|
|
9.5
|
|
||
Receivable impairment
|
|
53.5
|
|
|
—
|
|
||
Other non-cash adjustments to net income
|
|
49.2
|
|
|
43.1
|
|
||
Changes in operating assets and liabilities
|
|
(168.6
|
)
|
|
(68.2
|
)
|
||
Net cash provided by operating activities
|
|
675.2
|
|
|
680.3
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(271.7
|
)
|
|
(355.9
|
)
|
||
Purchase of restricted investments
|
|
—
|
|
|
(36.1
|
)
|
||
Proceeds from sale of restricted investments
|
|
—
|
|
|
118.1
|
|
||
Proceeds from fixed asset disposition
|
|
2.1
|
|
|
1.5
|
|
||
Net cash used in investing activities
|
|
(269.6
|
)
|
|
(272.4
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Principal payments for long-term debt
|
|
(569.3
|
)
|
|
(54.0
|
)
|
||
Debt-issuance costs
|
|
—
|
|
|
(0.7
|
)
|
||
Proceeds from stock issued pursuant to stock-based compensation plans
|
|
14.9
|
|
|
22.7
|
|
||
Cash paid for taxes on exercises/vesting of stock-based compensation
|
|
(24.7
|
)
|
|
(19.9
|
)
|
||
Net cash used in financing activities
|
|
(579.1
|
)
|
|
(51.9
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
0.4
|
|
|
1.1
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(173.1
|
)
|
|
357.1
|
|
||
Cash and cash equivalents at beginning of period
|
|
866.4
|
|
|
736.1
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
693.3
|
|
|
$
|
1,093.2
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||
Cash paid for:
|
|
|
|
|
|
|
||
Interest, net of amounts capitalized
|
|
$
|
143.7
|
|
|
$
|
175.0
|
|
Income taxes
|
|
$
|
363.8
|
|
|
$
|
319.0
|
|
Non-cash transactions:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
37.6
|
|
|
$
|
78.7
|
|
(in millions)
|
|
July 29,
2017 |
|
January 28,
2017 |
|
July 30,
2016 |
||||||
Level 1
|
|
|
|
|
|
|
||||||
Short-term investments
|
|
$
|
4.0
|
|
|
$
|
4.0
|
|
|
$
|
4.0
|
|
Long-term debt - Secured Senior Notes and Acquisition Notes
|
|
3,745.7
|
|
|
3,740.3
|
|
|
3,804.8
|
|
|||
Level 2
|
|
|
|
|
|
|
||||||
Long-term debt - term loans
|
|
2,275.5
|
|
|
2,828.2
|
|
|
3,862.0
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 29,
|
|
July 30,
|
|
July 29,
|
|
July 30,
|
||||||||
(in millions, except per share data)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Basic net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
233.8
|
|
|
$
|
170.2
|
|
|
$
|
434.3
|
|
|
$
|
402.8
|
|
Weighted average number of shares outstanding
|
|
236.7
|
|
|
235.6
|
|
|
236.5
|
|
|
235.5
|
|
||||
Basic net income per share
|
|
$
|
0.99
|
|
|
$
|
0.72
|
|
|
$
|
1.84
|
|
|
$
|
1.71
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
233.8
|
|
|
$
|
170.2
|
|
|
$
|
434.3
|
|
|
$
|
402.8
|
|
Weighted average number of shares outstanding
|
|
236.7
|
|
|
235.6
|
|
|
236.5
|
|
|
235.5
|
|
||||
Dilutive effect of stock options and restricted stock (as
determined by applying the treasury stock method) |
|
0.7
|
|
|
1.1
|
|
|
0.9
|
|
|
1.1
|
|
||||
Weighted average number of shares and dilutive potential shares
outstanding |
|
237.4
|
|
|
236.7
|
|
|
237.4
|
|
|
236.6
|
|
||||
Diluted net income per share
|
|
$
|
0.98
|
|
|
$
|
0.72
|
|
|
$
|
1.83
|
|
|
$
|
1.70
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 29,
|
|
July 30,
|
|
July 29,
|
|
July 30,
|
||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Dollar Tree
|
|
$
|
2,586.9
|
|
|
$
|
2,387.5
|
|
|
$
|
5,158.6
|
|
|
$
|
4,772.0
|
|
Family Dollar
|
|
2,694.3
|
|
|
2,608.8
|
|
|
5,409.7
|
|
|
5,310.1
|
|
||||
Total net sales
|
|
$
|
5,281.2
|
|
|
$
|
4,996.3
|
|
|
$
|
10,568.3
|
|
|
$
|
10,082.1
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 29,
|
|
July 30,
|
|
July 29,
|
|
July 30,
|
||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
||||||||
Dollar Tree
|
|
$
|
895.8
|
|
|
$
|
818.1
|
|
|
$
|
1,792.5
|
|
|
$
|
1,638.8
|
|
Family Dollar
|
|
732.0
|
|
|
694.3
|
|
|
1,462.4
|
|
|
1,428.1
|
|
||||
Total gross profit
|
|
$
|
1,627.8
|
|
|
$
|
1,512.4
|
|
|
$
|
3,254.9
|
|
|
$
|
3,066.9
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 29,
|
|
July 30,
|
|
July 29,
|
|
July 30,
|
||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Depreciation and amortization expense:
|
|
|
|
|
|
|
|
|
||||||||
Dollar Tree
|
|
$
|
62.7
|
|
|
$
|
59.3
|
|
|
$
|
124.2
|
|
|
$
|
116.7
|
|
Family Dollar
|
|
88.7
|
|
|
102.7
|
|
|
181.1
|
|
|
207.7
|
|
||||
Total depreciation and amortization expense
|
|
$
|
151.4
|
|
|
$
|
162.0
|
|
|
$
|
305.3
|
|
|
$
|
324.4
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 29,
|
|
July 30,
|
|
July 29,
|
|
July 30,
|
||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
|
||||||||
Dollar Tree
|
|
$
|
289.1
|
|
|
$
|
262.5
|
|
|
$
|
604.5
|
|
|
$
|
543.1
|
|
Family Dollar
|
|
130.4
|
|
|
94.7
|
|
|
203.8
|
|
|
232.8
|
|
||||
Total operating income
|
|
$
|
419.5
|
|
|
$
|
357.2
|
|
|
$
|
808.3
|
|
|
$
|
775.9
|
|
|
|
As of
|
||||||||||
|
|
July 29,
|
|
January 28,
|
|
July 30,
|
||||||
(in millions)
|
|
2017
|
|
2017
|
|
2016
|
||||||
Total assets:
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
3,555.9
|
|
|
$
|
3,705.5
|
|
|
$
|
3,787.4
|
|
Family Dollar
|
|
11,976.4
|
|
|
11,996.1
|
|
|
12,542.0
|
|
|||
Total assets
|
|
$
|
15,532.3
|
|
|
$
|
15,701.6
|
|
|
$
|
16,329.4
|
|
|
|
As of
|
||||||||||
|
|
July 29,
|
|
January 28,
|
|
July 30,
|
||||||
(in millions)
|
|
2017
|
|
2017
|
|
2016
|
||||||
Total goodwill:
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
347.1
|
|
|
$
|
345.4
|
|
|
$
|
315.9
|
|
Family Dollar
|
|
4,678.1
|
|
|
4,678.1
|
|
|
4,707.9
|
|
|||
Total goodwill
|
|
$
|
5,025.2
|
|
|
$
|
5,023.5
|
|
|
$
|
5,023.8
|
|
|
|
13 Weeks Ended July 29, 2017
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
5,237.0
|
|
|
$
|
73.6
|
|
|
$
|
(29.4
|
)
|
|
$
|
5,281.2
|
|
Cost of sales
|
|
—
|
|
|
3,623.7
|
|
|
41.0
|
|
|
(11.3
|
)
|
|
3,653.4
|
|
|||||
Gross profit
|
|
—
|
|
|
1,613.3
|
|
|
32.6
|
|
|
(18.1
|
)
|
|
1,627.8
|
|
|||||
Selling, general and administrative
expenses
|
|
2.1
|
|
|
1,203.2
|
|
|
21.2
|
|
|
(18.2
|
)
|
|
1,208.3
|
|
|||||
Operating income (loss)
|
|
(2.1
|
)
|
|
410.1
|
|
|
11.4
|
|
|
0.1
|
|
|
419.5
|
|
|||||
Interest expense (income), net
|
|
58.8
|
|
|
18.9
|
|
|
(1.9
|
)
|
|
—
|
|
|
75.8
|
|
|||||
Other (income) expense, net
|
|
(0.1
|
)
|
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
|||||
Income (loss) before income taxes
|
|
(60.8
|
)
|
|
391.1
|
|
|
13.1
|
|
|
0.2
|
|
|
343.6
|
|
|||||
Income tax expense (benefit)
|
|
(21.5
|
)
|
|
126.5
|
|
|
4.8
|
|
|
—
|
|
|
109.8
|
|
|||||
Equity in earnings of subsidiaries
|
|
(273.0
|
)
|
|
(8.6
|
)
|
|
—
|
|
|
281.6
|
|
|
—
|
|
|||||
Net income
|
|
233.7
|
|
|
273.2
|
|
|
8.3
|
|
|
(281.4
|
)
|
|
233.8
|
|
|||||
Other comprehensive income
|
|
8.0
|
|
|
2.4
|
|
|
8.0
|
|
|
(10.4
|
)
|
|
8.0
|
|
|||||
Comprehensive income
|
|
$
|
241.7
|
|
|
$
|
275.6
|
|
|
$
|
16.3
|
|
|
$
|
(291.8
|
)
|
|
$
|
241.8
|
|
|
|
13 Weeks Ended July 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
4,951.8
|
|
|
$
|
230.3
|
|
|
$
|
(185.8
|
)
|
|
$
|
4,996.3
|
|
Cost of sales
|
|
—
|
|
|
3,468.8
|
|
|
210.2
|
|
|
(195.1
|
)
|
|
3,483.9
|
|
|||||
Gross profit
|
|
—
|
|
|
1,483.0
|
|
|
20.1
|
|
|
9.3
|
|
|
1,512.4
|
|
|||||
Selling, general and administrative
expenses
|
|
1.9
|
|
|
1,125.1
|
|
|
16.2
|
|
|
12.0
|
|
|
1,155.2
|
|
|||||
Operating income (loss)
|
|
(1.9
|
)
|
|
357.9
|
|
|
3.9
|
|
|
(2.7
|
)
|
|
357.2
|
|
|||||
Interest expense (income), net
|
|
72.7
|
|
|
16.5
|
|
|
(1.9
|
)
|
|
—
|
|
|
87.3
|
|
|||||
Other expense, net
|
|
2.7
|
|
|
—
|
|
|
0.4
|
|
|
(3.1
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
|
(77.3
|
)
|
|
341.4
|
|
|
5.4
|
|
|
0.4
|
|
|
269.9
|
|
|||||
Income tax expense (benefit)
|
|
(30.4
|
)
|
|
129.7
|
|
|
0.3
|
|
|
0.1
|
|
|
99.7
|
|
|||||
Equity in earnings of subsidiaries
|
|
(216.6
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
218.5
|
|
|
—
|
|
|||||
Net income
|
|
169.7
|
|
|
213.6
|
|
|
5.1
|
|
|
(218.2
|
)
|
|
170.2
|
|
|||||
Other comprehensive loss
|
|
(2.4
|
)
|
|
(0.6
|
)
|
|
(2.4
|
)
|
|
3.1
|
|
|
(2.3
|
)
|
|||||
Comprehensive income
|
|
$
|
167.3
|
|
|
$
|
213.0
|
|
|
$
|
2.7
|
|
|
$
|
(215.1
|
)
|
|
$
|
167.9
|
|
|
|
26 Weeks Ended July 29, 2017
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
10,484.4
|
|
|
$
|
142.3
|
|
|
$
|
(58.4
|
)
|
|
$
|
10,568.3
|
|
Cost of sales
|
|
—
|
|
|
7,255.4
|
|
|
80.3
|
|
|
(22.3
|
)
|
|
7,313.4
|
|
|||||
Gross profit
|
|
—
|
|
|
3,229.0
|
|
|
62.0
|
|
|
(36.1
|
)
|
|
3,254.9
|
|
|||||
Selling, general and administrative
expenses
|
|
3.4
|
|
|
2,425.2
|
|
|
54.1
|
|
|
(36.1
|
)
|
|
2,446.6
|
|
|||||
Operating income (loss)
|
|
(3.4
|
)
|
|
803.8
|
|
|
7.9
|
|
|
—
|
|
|
808.3
|
|
|||||
Interest expense (income), net
|
|
116.3
|
|
|
38.0
|
|
|
(3.8
|
)
|
|
—
|
|
|
150.5
|
|
|||||
Other (income) expense, net
|
|
(0.1
|
)
|
|
0.1
|
|
|
0.5
|
|
|
(0.1
|
)
|
|
0.4
|
|
|||||
Income (loss) before income taxes
|
|
(119.6
|
)
|
|
765.7
|
|
|
11.2
|
|
|
0.1
|
|
|
657.4
|
|
|||||
Income tax expense (benefit)
|
|
(48.9
|
)
|
|
266.7
|
|
|
5.3
|
|
|
—
|
|
|
223.1
|
|
|||||
Equity in earnings of subsidiaries
|
|
(505.0
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
513.5
|
|
|
—
|
|
|||||
Net income
|
|
434.3
|
|
|
507.5
|
|
|
5.9
|
|
|
(513.4
|
)
|
|
434.3
|
|
|||||
Other comprehensive income
|
|
5.0
|
|
|
1.5
|
|
|
5.0
|
|
|
(6.5
|
)
|
|
5.0
|
|
|||||
Comprehensive income
|
|
$
|
439.3
|
|
|
$
|
509.0
|
|
|
$
|
10.9
|
|
|
$
|
(519.9
|
)
|
|
$
|
439.3
|
|
|
|
26 Weeks Ended July 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
9,985.2
|
|
|
$
|
415.1
|
|
|
$
|
(318.2
|
)
|
|
$
|
10,082.1
|
|
Cost of sales
|
|
—
|
|
|
6,958.6
|
|
|
370.8
|
|
|
(314.2
|
)
|
|
7,015.2
|
|
|||||
Gross profit
|
|
—
|
|
|
3,026.6
|
|
|
44.3
|
|
|
(4.0
|
)
|
|
3,066.9
|
|
|||||
Selling, general and administrative
expenses
|
|
3.9
|
|
|
2,263.1
|
|
|
30.8
|
|
|
(6.8
|
)
|
|
2,291.0
|
|
|||||
Operating income (loss)
|
|
(3.9
|
)
|
|
763.5
|
|
|
13.5
|
|
|
2.8
|
|
|
775.9
|
|
|||||
Interest expense (income), net
|
|
145.6
|
|
|
32.8
|
|
|
(3.8
|
)
|
|
—
|
|
|
174.6
|
|
|||||
Other (income) expense, net
|
|
(3.0
|
)
|
|
(0.3
|
)
|
|
0.3
|
|
|
2.8
|
|
|
(0.2
|
)
|
|||||
Income (loss) before income taxes
|
|
(146.5
|
)
|
|
731.0
|
|
|
17.0
|
|
|
—
|
|
|
601.5
|
|
|||||
Income tax expense (benefit)
|
|
(64.1
|
)
|
|
259.0
|
|
|
3.8
|
|
|
—
|
|
|
198.7
|
|
|||||
Equity in earnings of subsidiaries
|
|
(485.1
|
)
|
|
(8.8
|
)
|
|
—
|
|
|
493.9
|
|
|
—
|
|
|||||
Net income
|
|
402.7
|
|
|
480.8
|
|
|
13.2
|
|
|
(493.9
|
)
|
|
402.8
|
|
|||||
Other comprehensive income
|
|
6.6
|
|
|
2.0
|
|
|
6.6
|
|
|
(8.6
|
)
|
|
6.6
|
|
|||||
Comprehensive income
|
|
$
|
409.3
|
|
|
$
|
482.8
|
|
|
$
|
19.8
|
|
|
$
|
(502.5
|
)
|
|
$
|
409.4
|
|
|
|
July 29, 2017
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
389.1
|
|
|
$
|
128.2
|
|
|
$
|
176.0
|
|
|
$
|
—
|
|
|
$
|
693.3
|
|
Short-term investments
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Merchandise inventories, net
|
|
—
|
|
|
2,882.1
|
|
|
48.1
|
|
|
(1.7
|
)
|
|
2,928.5
|
|
|||||
Current deferred tax assets, net
|
|
—
|
|
|
(6.7
|
)
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|||||
Due from intercompany, net
|
|
109.1
|
|
|
1,118.7
|
|
|
6.5
|
|
|
(1,234.3
|
)
|
|
—
|
|
|||||
Other current assets
|
|
0.8
|
|
|
186.6
|
|
|
1.7
|
|
|
0.3
|
|
|
189.4
|
|
|||||
Total current assets
|
|
499.0
|
|
|
4,308.9
|
|
|
243.0
|
|
|
(1,235.7
|
)
|
|
3,815.2
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
3,087.4
|
|
|
28.0
|
|
|
—
|
|
|
3,115.4
|
|
|||||
Assets available for sale
|
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|||||
Goodwill
|
|
—
|
|
|
4,993.1
|
|
|
32.1
|
|
|
—
|
|
|
5,025.2
|
|
|||||
Favorable lease rights, net
|
|
—
|
|
|
420.4
|
|
|
—
|
|
|
—
|
|
|
420.4
|
|
|||||
Tradename intangible asset
|
|
—
|
|
|
3,100.0
|
|
|
—
|
|
|
—
|
|
|
3,100.0
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|||||
Investment in subsidiaries
|
|
8,583.5
|
|
|
116.5
|
|
|
—
|
|
|
(8,700.0
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
1,801.4
|
|
|
—
|
|
|
188.8
|
|
|
(1,990.2
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
1,245.7
|
|
|
—
|
|
|
—
|
|
|
(1,245.7
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
40.5
|
|
|
3.1
|
|
|
(2.8
|
)
|
|
40.8
|
|
|||||
Total assets
|
|
$
|
12,129.6
|
|
|
$
|
16,082.1
|
|
|
$
|
495.0
|
|
|
$
|
(13,174.4
|
)
|
|
$
|
15,532.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
|
$
|
165.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
165.9
|
|
Accounts payable
|
|
—
|
|
|
1,182.0
|
|
|
15.4
|
|
|
(1.1
|
)
|
|
1,196.3
|
|
|||||
Due to intercompany, net
|
|
917.4
|
|
|
299.6
|
|
|
17.3
|
|
|
(1,234.3
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
50.2
|
|
|
467.3
|
|
|
205.0
|
|
|
—
|
|
|
722.5
|
|
|||||
Income taxes payable
|
|
(146.4
|
)
|
|
143.0
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|||||
Total current liabilities
|
|
987.1
|
|
|
2,091.9
|
|
|
241.1
|
|
|
(1,235.4
|
)
|
|
2,084.7
|
|
|||||
Long-term debt, net, excluding
current portion
|
|
5,280.3
|
|
|
314.7
|
|
|
—
|
|
|
—
|
|
|
5,595.0
|
|
|||||
Unfavorable lease rights, net
|
|
—
|
|
|
111.5
|
|
|
—
|
|
|
—
|
|
|
111.5
|
|
|||||
Deferred tax liabilities, net
|
|
2.0
|
|
|
1,447.8
|
|
|
—
|
|
|
—
|
|
|
1,449.8
|
|
|||||
Income taxes payable, long-term
|
|
—
|
|
|
41.6
|
|
|
—
|
|
|
—
|
|
|
41.6
|
|
|||||
Due to intercompany, net
|
|
—
|
|
|
1,245.7
|
|
|
—
|
|
|
(1,245.7
|
)
|
|
—
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
1,990.2
|
|
|
—
|
|
|
(1,990.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
—
|
|
|
383.9
|
|
|
8.5
|
|
|
(2.9
|
)
|
|
389.5
|
|
|||||
Total liabilities
|
|
6,269.4
|
|
|
7,627.3
|
|
|
249.6
|
|
|
(4,474.2
|
)
|
|
9,672.1
|
|
|||||
Shareholders' equity
|
|
5,860.2
|
|
|
8,454.8
|
|
|
245.4
|
|
|
(8,700.2
|
)
|
|
5,860.2
|
|
|||||
Total liabilities and equity
|
|
$
|
12,129.6
|
|
|
$
|
16,082.1
|
|
|
$
|
495.0
|
|
|
$
|
(13,174.4
|
)
|
|
$
|
15,532.3
|
|
|
|
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
|
|
|
|
July 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
1,044.8
|
|
|
$
|
155.4
|
|
|
$
|
(107.0
|
)
|
|
$
|
1,093.2
|
|
Short-term investments
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Merchandise inventories, net
|
|
—
|
|
|
2,910.6
|
|
|
61.2
|
|
|
3.3
|
|
|
2,975.1
|
|
|||||
Due from intercompany, net
|
|
40.5
|
|
|
350.1
|
|
|
125.6
|
|
|
(516.2
|
)
|
|
—
|
|
|||||
Other current assets
|
|
3.0
|
|
|
380.8
|
|
|
(7.0
|
)
|
|
0.3
|
|
|
377.1
|
|
|||||
Total current assets
|
|
43.5
|
|
|
4,686.3
|
|
|
339.2
|
|
|
(619.6
|
)
|
|
4,449.4
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
3,139.1
|
|
|
35.1
|
|
|
—
|
|
|
3,174.2
|
|
|||||
Assets available for sale
|
|
—
|
|
|
13.5
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
|||||
Goodwill
|
|
—
|
|
|
4,993.2
|
|
|
30.6
|
|
|
—
|
|
|
5,023.8
|
|
|||||
Favorable lease rights, net
|
|
—
|
|
|
518.8
|
|
|
—
|
|
|
—
|
|
|
518.8
|
|
|||||
Tradename intangible asset
|
|
—
|
|
|
3,100.0
|
|
|
—
|
|
|
—
|
|
|
3,100.0
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
5.3
|
|
|
0.1
|
|
|
—
|
|
|
5.4
|
|
|||||
Investment in subsidiaries
|
|
8,886.3
|
|
|
123.2
|
|
|
—
|
|
|
(9,009.5
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
1,526.4
|
|
|
—
|
|
|
188.8
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
1,916.5
|
|
|
—
|
|
|
—
|
|
|
(1,916.5
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
44.2
|
|
|
3.8
|
|
|
(3.7
|
)
|
|
44.3
|
|
|||||
Total assets
|
|
$
|
12,372.7
|
|
|
$
|
16,623.6
|
|
|
$
|
597.6
|
|
|
$
|
(13,264.5
|
)
|
|
$
|
16,329.4
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
|
$
|
145.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
145.5
|
|
Accounts payable
|
|
107.0
|
|
|
1,219.2
|
|
|
129.0
|
|
|
(103.7
|
)
|
|
1,351.5
|
|
|||||
Due to intercompany, net
|
|
346.9
|
|
|
158.4
|
|
|
10.9
|
|
|
(516.2
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
77.7
|
|
|
399.8
|
|
|
205.5
|
|
|
—
|
|
|
683.0
|
|
|||||
Total current liabilities
|
|
677.1
|
|
|
1,777.4
|
|
|
345.4
|
|
|
(619.9
|
)
|
|
2,180.0
|
|
|||||
Long-term debt, net, excluding
current portion
|
|
6,838.9
|
|
|
316.8
|
|
|
—
|
|
|
—
|
|
|
7,155.7
|
|
|||||
Unfavorable lease rights, net
|
|
—
|
|
|
136.6
|
|
|
—
|
|
|
—
|
|
|
136.6
|
|
|||||
Deferred tax liabilities, net
|
|
—
|
|
|
1,562.8
|
|
|
(6.9
|
)
|
|
0.1
|
|
|
1,556.0
|
|
|||||
Income taxes payable, long-term
|
|
—
|
|
|
73.6
|
|
|
—
|
|
|
—
|
|
|
73.6
|
|
|||||
Due to intercompany, net
|
|
—
|
|
|
1,916.5
|
|
|
—
|
|
|
(1,916.5
|
)
|
|
—
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
1,715.2
|
|
|
—
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
(0.3
|
)
|
|
365.7
|
|
|
8.5
|
|
|
(3.3
|
)
|
|
370.6
|
|
|||||
Total liabilities
|
|
7,515.7
|
|
|
7,864.6
|
|
|
347.0
|
|
|
(4,254.8
|
)
|
|
11,472.5
|
|
|||||
Shareholders' equity
|
|
4,857.0
|
|
|
8,759.0
|
|
|
250.6
|
|
|
(9,009.7
|
)
|
|
4,856.9
|
|
|||||
Total liabilities and equity
|
|
$
|
12,372.7
|
|
|
$
|
16,623.6
|
|
|
$
|
597.6
|
|
|
$
|
(13,264.5
|
)
|
|
$
|
16,329.4
|
|
|
|
26 Weeks Ended July 29, 2017
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net cash provided by operating activities
|
|
$
|
405.8
|
|
|
$
|
827.5
|
|
|
$
|
11.2
|
|
|
$
|
(569.3
|
)
|
|
$
|
675.2
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(271.3
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(271.7
|
)
|
|||||
Other
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(269.2
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(269.6
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Principal payments for long-term debt
|
|
(569.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(569.3
|
)
|
|||||
Dividends paid
|
|
—
|
|
|
(569.3
|
)
|
|
—
|
|
|
569.3
|
|
|
—
|
|
|||||
Proceeds from stock issued pursuant to
stock-based compensation plans
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
|||||
Cash paid for taxes on exercises/vesting of
stock-based compensation
|
|
(24.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.7
|
)
|
|||||
Net cash used in financing activities
|
|
(579.1
|
)
|
|
(569.3
|
)
|
|
—
|
|
|
569.3
|
|
|
(579.1
|
)
|
|||||
Effect of exchange rate changes on cash and
cash equivalents
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Net (decrease) increase in cash and cash
equivalents
|
|
(173.3
|
)
|
|
(11.0
|
)
|
|
11.2
|
|
|
—
|
|
|
(173.1
|
)
|
|||||
Cash and cash equivalents at beginning of
period
|
|
562.4
|
|
|
139.2
|
|
|
164.8
|
|
|
—
|
|
|
866.4
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
389.1
|
|
|
$
|
128.2
|
|
|
$
|
176.0
|
|
|
$
|
—
|
|
|
$
|
693.3
|
|
|
|
26 Weeks Ended July 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net cash provided by operating activities
|
|
$
|
51.9
|
|
|
$
|
679.5
|
|
|
$
|
38.6
|
|
|
$
|
(89.7
|
)
|
|
$
|
680.3
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(355.1
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(355.9
|
)
|
|||||
Purchase of restricted investments
|
|
—
|
|
|
(36.1
|
)
|
|
—
|
|
|
—
|
|
|
(36.1
|
)
|
|||||
Proceeds from sale of restricted
investments
|
|
—
|
|
|
118.1
|
|
|
—
|
|
|
—
|
|
|
118.1
|
|
|||||
Other
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(271.6
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(272.4
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Principal payments for long-term debt
|
|
(54.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.0
|
)
|
|||||
Proceeds from stock issued pursuant to
stock-based compensation plans
|
|
22.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.7
|
|
|||||
Cash paid for taxes on exercises/vesting of
stock-based compensation
|
|
(19.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
|||||
Other
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Net cash used in financing activities
|
|
(51.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.9
|
)
|
|||||
Effect of exchange rate changes on cash and
cash equivalents
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
407.9
|
|
|
38.9
|
|
|
(89.7
|
)
|
|
357.1
|
|
|||||
Cash and cash equivalents at beginning of
period
|
|
—
|
|
|
636.9
|
|
|
116.5
|
|
|
(17.3
|
)
|
|
736.1
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
1,044.8
|
|
|
$
|
155.4
|
|
|
$
|
(107.0
|
)
|
|
$
|
1,093.2
|
|
•
|
the benefits, results and effects of the Family Dollar acquisition and integration and the combined Company’s plans, objectives, expectations (financial or otherwise), including synergies, the cost to achieve synergies and the effect on earnings per share;
|
•
|
the collection of amounts owed to Family Dollar by Dollar Express and Sycamore Partners (which receivable has been impaired) and the outcome of related litigation including the counterclaim by Dollar Express against the Company for $500 million;
|
•
|
the ability to retain key personnel at Family Dollar and Dollar Tree;
|
•
|
our anticipated sales, including comparable store net sales, net sales growth and earnings growth;
|
•
|
the 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;
|
•
|
the outcome and costs of pending or potential litigation or governmental investigations;
|
•
|
our growth plans, including our plans to add, rebanner, expand or relocate stores, our anticipated square footage increase, and our ability to renew leases at existing store locations;
|
•
|
the average size of our stores and their performance compared with other store sizes;
|
•
|
the effect on merchandise mix of consumables and the increase in the number of our stores with freezers and coolers on Dollar Tree's gross profit margin and sales;
|
•
|
the effect of the Family Dollar renovation initiative and other initiatives on Family Dollar's sales;
|
•
|
the net sales per square foot, net sales and operating income of our stores;
|
•
|
the potential effect of inflation and other economic changes on our costs and profitability, including the potential effect of future changes in minimum wage rates and overtime regulations and our plans to address these changes, shipping rates, domestic and import freight costs, fuel costs and wage and benefit costs;
|
•
|
our gross profit margin, earnings, inventory levels and ability to leverage selling, general and administrative and other fixed costs;
|
•
|
our seasonal sales patterns including those relating to the length of the holiday selling seasons;
|
•
|
the capabilities of our inventory supply chain technology and other systems;
|
•
|
the reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from China;
|
•
|
the capacity, performance and cost of our distribution centers;
|
•
|
our cash needs, including our ability to fund our future capital expenditures and working capital requirements;
|
•
|
our expectations regarding competition and growth in our retail sector; and
|
•
|
management's estimates associated with our critical accounting policies, including inventory valuation, accrued expenses, the Family Dollar purchase price allocation and income taxes.
|
•
|
Our profitability is vulnerable to cost increases.
|
•
|
Risks associated with our domestic and foreign suppliers, including, among others, increased taxes, duties, tariffs or other restrictions on trade, could adversely affect our financial performance.
|
•
|
Integrating Family Dollar's operations with ours may be more difficult, costly or time consuming than expected and the anticipated benefits, synergies and cost savings of the acquisition may not be realized.
|
•
|
A downturn in economic conditions could impact our sales.
|
•
|
A significant disruption in our computer and technology systems could adversely affect our results of operation or business.
|
•
|
If we are unable to secure our customers' credit card and confidential information, or other private data relating to our associates, suppliers or our business, we could be subject to negative publicity, costly government enforcement actions or private litigation, which could damage our business reputation and adversely affect our results of operation or business.
|
•
|
Our growth is dependent on our ability to increase sales in existing stores and to expand our square footage profitably.
|
•
|
We could encounter disruptions in our distribution network or additional costs in distributing merchandise.
|
•
|
Our profitability is affected by the mix of products we sell.
|
•
|
Pressure from competitors may reduce our sales and profits.
|
•
|
Litigation may adversely affect our business, financial condition and results of operations. For example, litigation is subject to significant risks and we cannot assure you of the outcome of any litigation including the litigation with Dollar Express and Sycamore Partners. For a discussion of current legal proceedings, see "Note 4. Legal Proceedings," included in "Part I. Financial Information, Item 1. Financial Statments" of this Form 10-Q.
|
•
|
Changes in federal, state or local law, or our failure to comply with such laws, could increase our expenses and expose us to legal risks.
|
•
|
Our business could be adversely affected if we fail to attract and retain qualified associates and key personnel.
|
•
|
Certain provisions in our Articles of Incorporation and Bylaws could delay or discourage a change of control transaction that may be in a shareholder's best interest.
|
•
|
Our substantial indebtedness could adversely affect our financial condition, limit our ability to obtain additional financing, restrict our operations and make us more vulnerable to economic downturns and competitive pressures.
|
•
|
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
|
•
|
The terms of the agreements governing our indebtedness may restrict our current and future operations, particularly our ability to respond to changes or to pursue our business strategies, and could adversely affect our capital resources, financial condition and liquidity.
|
•
|
Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.
|
|
26 Weeks Ended
|
||||||||||||||||
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||||
|
Dollar Tree
|
|
Family Dollar
|
|
Total
|
|
Dollar Tree
|
|
Family Dollar
|
|
Total
|
||||||
Store Count:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning
|
6,360
|
|
|
7,974
|
|
|
14,334
|
|
|
5,954
|
|
|
7,897
|
|
|
13,851
|
|
New stores
|
165
|
|
|
132
|
|
|
297
|
|
|
211
|
|
|
116
|
|
|
327
|
|
Rebannered stores
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
(54
|
)
|
|
(13
|
)
|
Closings
|
(19
|
)
|
|
(31
|
)
|
|
(50
|
)
|
|
(22
|
)
|
|
(14
|
)
|
|
(36
|
)
|
Ending
|
6,506
|
|
|
8,075
|
|
|
14,581
|
|
|
6,184
|
|
|
7,945
|
|
|
14,129
|
|
Relocations
|
59
|
|
|
23
|
|
|
82
|
|
|
43
|
|
|
75
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling Square Feet (in millions):
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning
|
54.7
|
|
|
57.7
|
|
|
112.4
|
|
|
51.3
|
|
|
57.1
|
|
|
108.4
|
|
New stores
|
1.4
|
|
|
0.9
|
|
|
2.3
|
|
|
1.7
|
|
|
0.8
|
|
|
2.5
|
|
Rebannered stores
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(0.4
|
)
|
|
(0.1
|
)
|
Closings
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
Relocations
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
Ending
|
56.1
|
|
|
58.4
|
|
|
114.5
|
|
|
53.3
|
|
|
57.5
|
|
|
110.8
|
|
•
|
lower payroll costs as a result of leverage from the comparable store net sales increase and lower workers' compensation expenses, partially offset by higher health insurance costs;
|
•
|
lower store operating costs resulting primarily from lower utility costs as a percentage of sales; and
|
•
|
higher operating and corporate expenses resulting from increased advertising costs and legal fees, partially offset by lower general liability insurance costs.
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||||||||||||||
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||||||||||
(in millions)
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
||||||||||||
Net sales
|
|
$
|
2,586.9
|
|
|
|
|
$
|
2,387.5
|
|
|
|
|
$
|
5,158.6
|
|
|
|
|
$
|
4,772.0
|
|
|
|
||||
Gross profit
|
|
895.8
|
|
|
34.6
|
%
|
|
818.1
|
|
|
34.3
|
%
|
|
1,792.5
|
|
|
34.7
|
%
|
|
1,638.8
|
|
|
34.3
|
%
|
||||
Operating income
|
|
289.1
|
|
|
11.2
|
%
|
|
262.5
|
|
|
11.0
|
%
|
|
604.5
|
|
|
11.7
|
%
|
|
543.1
|
|
|
11.4
|
%
|
•
|
lower merchandise cost due to favorable freight costs, partially offset by increased sales of higher cost consumable items;
|
•
|
lower shrink as a result of favorable physical inventory results; partially offset by,
|
•
|
higher distribution costs as a percentage of net sales resulting from the distribution center opening in the second quarter of 2016.
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||||||||||||||
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||||||||||
(in millions)
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
||||||||||||
Net sales
|
|
$
|
2,694.3
|
|
|
|
|
$
|
2,608.8
|
|
|
|
|
$
|
5,409.7
|
|
|
|
|
$
|
5,310.1
|
|
|
|
||||
Gross profit
|
|
732.0
|
|
|
27.2
|
%
|
|
694.3
|
|
|
26.6
|
%
|
|
1,462.4
|
|
|
27.0
|
%
|
|
1,428.1
|
|
|
26.9
|
%
|
||||
Operating income
|
|
130.4
|
|
|
4.8
|
%
|
|
94.7
|
|
|
3.6
|
%
|
|
203.8
|
|
|
3.8
|
%
|
|
232.8
|
|
|
4.4
|
%
|
•
|
lower merchandise cost, including freight resulting from higher initial mark-on and lower domestic freight costs;
|
•
|
lower markdown expense resulting from lower promotional markdowns due to the improved sales performance;
|
•
|
higher shrink expense; and
|
•
|
higher occupancy and distribution costs.
|
•
|
lower payroll-related costs; and
|
•
|
higher operating and corporate expenses resulting from higher advertising and store supplies requisition costs, partially offset by lower general liability insurance costs.
|
•
|
higher operating and corporate expenses resulting from higher advertising costs, partially offset by lower general liability insurance costs.
|
|
|
26 Weeks Ended
|
||||||
|
|
July 29,
|
|
July 30,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
675.2
|
|
|
$
|
680.3
|
|
Investing activities
|
|
(269.6
|
)
|
|
(272.4
|
)
|
||
Financing activities
|
|
(579.1
|
)
|
|
(51.9
|
)
|
•
|
product safety matters, which may include product recalls in cooperation with the Consumer Products Safety Commission or other jurisdictions;
|
|
|
|
DOLLAR TREE, INC.
|
|
|
|
|
Date:
|
August 24, 2017
|
By:
|
/s/ Kevin S. Wampler
|
|
|
Kevin S. Wampler
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial officer)
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Bob Sasser
|
|
Bob Sasser
|
|
Chief Executive Officer
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Kevin S. Wampler
|
|
Kevin S. Wampler
|
|
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 24, 2017
|
/s/ Bob Sasser
|
Date
|
Bob Sasser
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 24, 2017
|
/s/ Kevin S. Wampler
|
Date
|
Kevin S. Wampler
|
|
Chief Financial Officer
|