| Condensed Financial Information of Parent Company Only Disclosure [Text Block] |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
As discussed in Note 6, at February 3, 2018, the Company had outstanding $750.0 million principal amount of 5.25% Acquisition Notes due March 1, 2020 and $2,500.0 million principal amount of 5.75% Acquisition Notes due March 1, 2023, which are unsecured obligations of the Company and are also fully, unconditionally, jointly and severally guaranteed on an unsecured, unsubordinated basis, subject to certain exceptions, by certain of the Company's direct or indirect wholly-owned U.S. subsidiaries, including Family Dollar and certain of its subsidiaries. All of the subsidiaries, guarantor and non-guarantor, are 100% owned by the parent. Supplemental condensed consolidated financial information of the Company, including such information for the Guarantors, is presented below. The information is presented in accordance with the requirements of Rule 3-10 under Regulation S-X of the Securities and Exchange Commission (the "SEC"). The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the guarantor or the non-guarantor subsidiaries operated as independent entities. Investments in subsidiaries are presented using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial statements of the Guarantors are not provided as the condensed consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of the assets held by, and the operations of, the combined groups. The Company completed the exchange of the Acquisition Notes for registered notes with substantially identical terms on August 1, 2016.
On January 30, 2018, the Company provided an irrevocable notice to the 2020 Notes holders to call the $750.0 million 2020 Notes on March 1, 2018. In connection with the early redemption of the 2020 Notes, the Company recorded a make-whole premium of $9.8 million in "Interest expense, net" for the year ended February 3, 2018 in the accompanying consolidated income statements, which was payable on the call date of March 1, 2018. The Company paid the $759.8 million on March 1, 2018. In addition, the remaining $6.1 million of amortizable non-cash deferred financing costs at February 3, 2018 were fully expensed at the call date of March 1, 2018.
Condensed Consolidating Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Year Ended February 3, 2018 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidation |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
Net sales |
|
$ |
— |
|
|
$ |
22,010.0 |
|
|
$ |
358.8 |
|
|
$ |
(123.3 |
) |
|
$ |
22,245.5 |
|
Cost of sales |
|
— |
|
|
15,105.5 |
|
|
173.4 |
|
|
(55.3 |
) |
|
15,223.6 |
|
Gross profit |
|
— |
|
|
6,904.5 |
|
|
185.4 |
|
|
(68.0 |
) |
|
7,021.9 |
|
|
Selling, general and administrative
expenses
|
|
6.1 |
|
|
4,922.5 |
|
|
162.2 |
|
|
(68.0 |
) |
|
5,022.8 |
|
Operating income (loss) |
|
(6.1 |
) |
|
1,982.0 |
|
|
23.2 |
|
|
— |
|
|
1,999.1 |
|
Interest expense (income), net |
|
239.8 |
|
|
69.8 |
|
|
(7.8 |
) |
|
— |
|
|
301.8 |
|
Other (income) expense, net |
|
(0.1 |
) |
|
(7.5 |
) |
|
0.9 |
|
|
— |
|
|
(6.7 |
) |
Income before income taxes |
|
(245.8 |
) |
|
1,919.7 |
|
|
30.1 |
|
|
— |
|
|
1,704.0 |
|
Provision for income taxes |
|
(113.5 |
) |
|
87.2 |
|
|
16.0 |
|
|
— |
|
|
(10.3 |
) |
Equity in earnings of subsidiaries |
|
(1,846.6 |
) |
|
(14.2 |
) |
|
— |
|
|
1,860.8 |
|
|
— |
|
Net income |
|
1,714.3 |
|
|
1,846.7 |
|
|
14.1 |
|
|
(1,860.8 |
) |
|
1,714.3 |
|
Other comprehensive income |
|
5.3 |
|
|
1.6 |
|
|
5.3 |
|
|
(6.9 |
) |
|
5.3 |
|
Comprehensive income |
|
$ |
1,719.6 |
|
|
$ |
1,848.3 |
|
|
$ |
19.4 |
|
|
$ |
(1,867.7 |
) |
|
$ |
1,719.6 |
|
Condensed Consolidating Statements of Comprehensive Income (Continued)
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Year Ended January 28, 2017 |
|
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|
|
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 (loss) income |
|
(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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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 |
|
Condensed Consolidating Balance Sheets
|
|
|
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|
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|
|
|
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|
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|
February 3, 2018 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidating |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
133.2 |
|
|
$ |
700.1 |
|
|
$ |
264.5 |
|
|
$ |
— |
|
|
$ |
1,097.8 |
|
Merchandise inventories, net |
|
— |
|
|
3,120.4 |
|
|
48.9 |
|
|
— |
|
|
3,169.3 |
|
Current deferred tax assets, net |
|
— |
|
|
(7.9 |
) |
|
7.9 |
|
|
— |
|
|
— |
|
Due from intercompany, net |
|
102.1 |
|
|
635.5 |
|
|
69.0 |
|
|
(806.6 |
) |
|
— |
|
Other current assets |
|
0.2 |
|
|
271.9 |
|
|
37.1 |
|
|
— |
|
|
309.2 |
|
Total current assets |
|
235.5 |
|
|
4,720.0 |
|
|
427.4 |
|
|
(806.6 |
) |
|
4,576.3 |
|
Property, plant and equipment, net |
|
— |
|
|
3,175.7 |
|
|
25.0 |
|
|
— |
|
|
3,200.7 |
|
Assets available for sale |
|
— |
|
|
8.0 |
|
|
— |
|
|
— |
|
|
8.0 |
|
Goodwill |
|
— |
|
|
4,993.1 |
|
|
32.1 |
|
|
— |
|
|
5,025.2 |
|
Favorable lease rights, net |
|
— |
|
|
375.3 |
|
|
— |
|
|
— |
|
|
375.3 |
|
Tradename intangible asset |
|
— |
|
|
3,100.0 |
|
|
— |
|
|
— |
|
|
3,100.0 |
|
Other intangible assets, net |
|
— |
|
|
4.8 |
|
|
— |
|
|
— |
|
|
4.8 |
|
Investment in subsidiaries |
|
9,748.8 |
|
|
108.2 |
|
|
— |
|
|
(9,857.0 |
) |
|
— |
|
Intercompany note receivable |
|
1,801.4 |
|
|
— |
|
|
188.8 |
|
|
(1,990.2 |
) |
|
— |
|
Due from intercompany, net |
|
1,310.7 |
|
|
— |
|
|
— |
|
|
(1,310.7 |
) |
|
— |
|
Other assets |
|
— |
|
|
42.3 |
|
|
2.9 |
|
|
(2.7 |
) |
|
42.5 |
|
Total assets |
|
$ |
13,096.4 |
|
|
$ |
16,527.4 |
|
|
$ |
676.2 |
|
|
$ |
(13,967.2 |
) |
|
$ |
16,332.8 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
915.9 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
915.9 |
|
Accounts payable |
|
— |
|
|
1,162.0 |
|
|
11.9 |
|
|
0.9 |
|
|
1,174.8 |
|
Due to intercompany, net |
|
524.0 |
|
|
216.5 |
|
|
66.1 |
|
|
(806.6 |
) |
|
— |
|
Income taxes payable |
|
(27.2 |
) |
|
50.7 |
|
|
8.0 |
|
|
— |
|
|
31.5 |
|
Other current liabilities |
|
43.9 |
|
|
398.2 |
|
|
294.8 |
|
|
— |
|
|
736.9 |
|
Total current liabilities |
|
1,456.6 |
|
|
1,827.4 |
|
|
380.8 |
|
|
(805.7 |
) |
|
2,859.1 |
|
|
Long-term debt, net, excluding
current portion
|
|
4,455.4 |
|
|
306.7 |
|
|
— |
|
|
— |
|
|
4,762.1 |
|
Unfavorable lease rights, net |
|
— |
|
|
100.0 |
|
|
— |
|
|
— |
|
|
100.0 |
|
Deferred tax liabilities, net |
|
1.9 |
|
|
983.3 |
|
|
— |
|
|
— |
|
|
985.2 |
|
Income taxes payable, long-term |
|
— |
|
|
43.8 |
|
|
— |
|
|
— |
|
|
43.8 |
|
Due to intercompany, net |
|
— |
|
|
1,310.7 |
|
|
— |
|
|
(1,310.7 |
) |
|
— |
|
Intercompany note payable |
|
— |
|
|
1,990.2 |
|
|
— |
|
|
(1,990.2 |
) |
|
— |
|
Other liabilities |
|
0.2 |
|
|
305.1 |
|
|
98.6 |
|
|
(3.6 |
) |
|
400.3 |
|
Total liabilities |
|
5,914.1 |
|
|
6,867.2 |
|
|
479.4 |
|
|
(4,110.2 |
) |
|
9,150.5 |
|
Shareholders' equity |
|
7,182.3 |
|
|
9,660.2 |
|
|
196.8 |
|
|
(9,857.0 |
) |
|
7,182.3 |
|
Total liabilities and equity |
|
$ |
13,096.4 |
|
|
$ |
16,527.4 |
|
|
$ |
676.2 |
|
|
$ |
(13,967.2 |
) |
|
$ |
16,332.8 |
|
Condensed Consolidating Balance Sheets (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended February 3, 2018 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidating |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
Net cash provided by operating activities |
|
$ |
222.3 |
|
|
$ |
1,908.5 |
|
|
$ |
153.3 |
|
|
$ |
(773.9 |
) |
|
$ |
1,510.2 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(631.0 |
) |
|
(1.2 |
) |
|
— |
|
|
(632.2 |
) |
|
Proceeds from sale of restricted and
unrestricted investments
|
|
— |
|
|
— |
|
|
4.0 |
|
|
— |
|
|
4.0 |
|
Other |
|
— |
|
|
0.3 |
|
|
— |
|
|
— |
|
|
0.3 |
|
|
Net cash provided by (used in)
investing activities
|
|
— |
|
|
(630.7 |
) |
|
2.8 |
|
|
— |
|
|
(627.9 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments for long-term debt |
|
(659.1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(659.1 |
) |
Dividends paid |
|
— |
|
|
(716.9 |
) |
|
(57.0 |
) |
|
773.9 |
|
|
— |
|
|
Proceeds from stock issued pursuant to
stock-based compensation plans
|
|
35.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
35.0 |
|
|
Cash paid for taxes on exercises/vesting of
stock-based compensation
|
|
(27.4 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(27.4 |
) |
Net cash used in financing activities |
|
(651.5 |
) |
|
(716.9 |
) |
|
(57.0 |
) |
|
773.9 |
|
|
(651.5 |
) |
|
Effect of exchange rate changes on cash and
cash equivalents
|
|
— |
|
|
— |
|
|
0.6 |
|
|
— |
|
|
0.6 |
|
|
Net (decrease) increase in cash and cash
equivalents
|
|
(429.2 |
) |
|
560.9 |
|
|
99.7 |
|
|
— |
|
|
231.4 |
|
|
Cash and cash equivalents at beginning of
period
|
|
562.4 |
|
|
139.2 |
|
|
164.8 |
|
|
— |
|
|
866.4 |
|
Cash and cash equivalents at end of period |
|
$ |
133.2 |
|
|
$ |
700.1 |
|
|
$ |
264.5 |
|
|
$ |
— |
|
|
$ |
1,097.8 |
|
Condensed Consolidating Statements of Cash Flows (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
Condensed Consolidating Statements of Cash Flows (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|