Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
2-May-15 | 15-May-15 | |
Document and Entity Information [Text Block] [Abstract] | ||
Entity Registrant Name | Dollar Tree Inc | |
Entity Central Index Key | 935703 | |
Current Fiscal Year End Date | -29 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 206,191,484 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 2-May-15 |
CONSOLIDATED_STATEMENT_OF_OPER
CONSOLIDATED STATEMENT OF OPERATIONS (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | 2-May-15 | 3-May-14 |
Income Statement [Abstract] | ||
Net sales | $2,176.70 | $2,000.30 |
Cost of sales | 1,427.80 | 1,303.70 |
Gross profit | 748.9 | 696.6 |
Selling, general and administrative expenses | 516.1 | 464.7 |
Operating income | 232.8 | 231.9 |
Interest expense, net | 122.2 | 8.1 |
Other (income) expense, net | -2.6 | 0 |
Income before income taxes | 113.2 | 223.8 |
Provision for income taxes | 43.7 | 85.5 |
Net income | $69.50 | $138.30 |
Net income per share: | ||
Basic net income per share (usd per share) | $0.34 | $0.67 |
Diluted net income per share (usd per share) | $0.34 | $0.67 |
CONSOLIDATED_STATEMENT_OF_COMP
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Statement (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | 2-May-15 | 3-May-14 |
Net income | $69.50 | $138.30 |
Foreign currency translation adjustments | 5.5 | 1.2 |
Total comprehensive income | $75 | $139.50 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Millions, unless otherwise specified | |||
Current assets: | |||
Cash and cash equivalents | $870.40 | $864.10 | $387.10 |
Restricted cash | 7,244.10 | 0 | 0 |
Merchandise inventories, net | 1,093.50 | 1,035.70 | 1,042.90 |
Current deferred tax assets, net | 19.8 | 28.3 | 14.2 |
Other current assets | 107.8 | 66.5 | 92.8 |
Total current assets | 9,335.60 | 1,994.60 | 1,537 |
Property, plant and equipment, net | 1,226 | 1,210.50 | 1,115.50 |
Goodwill | 166.1 | 164.6 | 169.6 |
Deferred tax assets, net | 38.6 | 30.6 | 30.3 |
Other assets, net | 102.9 | 92.4 | 101.5 |
TOTAL ASSETS | 10,869.20 | 3,492.70 | 2,953.90 |
Current liabilities: | |||
Accounts payable | 515.6 | 433.6 | 447 |
Other current liabilities | 474.3 | 385.3 | 196.4 |
Income taxes payable | 25.3 | 42.7 | 81.1 |
Total current liabilities | 1,015.20 | 861.6 | 724.5 |
Long-term debt, excluding current portion | 7,819.70 | 682.7 | 752.9 |
Income taxes payable, long-term | 6.1 | 6.5 | 5.5 |
Other liabilities | 157.4 | 156.9 | 153.2 |
Total liabilities | 8,998.40 | 1,707.70 | 1,636.10 |
Shareholders' equity: | |||
Shareholders' equity | 1,870.80 | 1,785 | 1,317.80 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $10,869.20 | $3,492.70 | $2,953.90 |
Common shares outstanding | 206.2 | 205.7 | 206.8 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | 2-May-15 | 3-May-14 |
Cash flows from operating activities: | ||
Net income | $69.50 | $138.30 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 52.8 | 50.7 |
Provision for deferred taxes | 1.2 | -1.4 |
Amortization of debt discount and debt issuance costs | 2.6 | 0.6 |
Other non-cash adjustments to net income | 22.2 | 17.2 |
Changes in operating assets and liabilities | -18.5 | -7.2 |
Net cash provided by operating activities | 129.8 | 198.2 |
Cash flows from investing activities: | ||
Capital expenditures | -66.9 | -71.9 |
Increase in Restricted Cash | -7,244.10 | 0 |
Proceeds from sale of fixed assets | 0 | 0.3 |
Net cash used in investing activities | -7,311 | -71.6 |
Cash flows from financing activities: | ||
Payments for long-term debt | 0 | -12.8 |
Proceeds from long-term debt | 7,180.20 | 0 |
Debt issuance costs | -5.2 | 0 |
Proceeds from stock issued pursuant to stock-based compensation plans | 2.6 | 1.9 |
Tax benefit of exercises/vesting of stock-based compensation | 9.6 | 3.4 |
Net cash provided by (used in) financing activities | 7,187.20 | -7.5 |
Effect of exchange rate changes on cash and cash equivalents | 0.3 | 0.3 |
Net increase in cash and cash equivalents | 6.3 | 119.4 |
Cash and cash equivalents at beginning of year | 864.1 | 267.7 |
Cash and cash equivalents at end of year | 870.4 | 387.1 |
Cash paid for: | ||
Interest | 14.6 | 0.2 |
Income taxes | 50.5 | 49.6 |
Non-cash transaction: | ||
Capital Expenditures Incurred but Not yet Paid | $19.60 | $10.30 |
BASIS_OF_PRESENTATION_Notes
BASIS OF PRESENTATION (Notes) | 3 Months Ended |
2-May-15 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated financial statements of Dollar Tree, Inc. and its wholly-owned subsidiaries (the "Company") have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended January 31, 2015 contained in the Company's Annual Report on Form 10-K filed March 13, 2015. The results of operations for the 13 weeks ended May 2, 2015 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 30, 2016. | |
In the Company's opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of its financial position as of May 2, 2015 and May 3, 2014 and the results of its operations and cash flows for the periods presented. The January 31, 2015 balance sheet information was derived from the audited consolidated financial statements as of that date. | |
In the first quarter of 2015, the Company adopted Accounting Standards Update ("ASU") No. 2014-12, "Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This update provides explicit accounting treatment with respect to share-based awards with specific performance targets for employees who are eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved. This update has been adopted by the Company on a prospective basis for all awards granted or modified on or after February 1, 2015. | |
In the first of quarter of 2015, the Company adopted ASU No. 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." Previously, debt issuance costs were recorded as assets on the balance sheet. This update requires that debt issuance costs related to a debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. This update does not change the recognition and measurement of debt issuance costs. The update has been adopted retrospectively for all periods presented in the accompanying Condensed Consolidated Balance Sheets. The reclassification of debt issuance costs resulted in reductions in "Other assets, net" and "Long-term debt" of $74.3 million and $4.1 million as of January 31, 2015 and May 3, 2014, respectively. |
PENDING_ACQUISITON_Notes
PENDING ACQUISITON (Notes) | 3 Months Ended |
2-May-15 | |
Business Combinations [Abstract] | |
PROPOSED ACQUISITION | ACQUISITION |
On July 27, 2014, the Company executed an Agreement and Plan of Merger to acquire Family Dollar in a cash and stock transaction (the "Acquisition"). Under the Acquisition, which has been unanimously approved by the Boards of Directors of both companies, the Family Dollar shareholders will receive $59.60 in cash plus no more than 0.3036 and no less than 0.2484 shares of the Company's common stock for each share of Family Dollar common stock they own. The Acquisition was approved by Family Dollar shareholders on January 22, 2015 and is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and satisfaction or waiver of the other customary closing conditions. | |
On or before closing, the Company expects to incur approximately $35.0 million in acquisition-related expenses in 2015, excluding acquisition-related interest expense, of which $10.4 million was incurred in the first quarter. The Company also expects to expend approximately $174.0 million in capitalizable debt issuance costs related to the financing of the Acquisition. Of this amount, $45.8 million was incurred in 2015 and $115.9 million was included as a reduction in "long-term debt" at May 2, 2015. In addition, $256.3 million of acquisition-related expenses, capitalizable debt issuance costs and interest expense have been accrued in "other current liabilities" at May 2, 2015. | |
For additional discussion of the pending acquisition, please see the "Pending Acquisition" section included in "Part I. Financial Information, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." of this Form 10-Q. |
LONGTERM_DEBT_AND_RESTRICTED_C
LONG-TERM DEBT AND RESTRICTED CASH (Notes) | 3 Months Ended | |||||||||||
2-May-15 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
LONG-TERM DEBT AND RESTRICTED CASH | LONG-TERM DEBT AND RESTRICTED CASH | |||||||||||
Acquisition Notes | ||||||||||||
On February 23, 2015, a wholly owned subsidiary of the Company completed the offering of $750.0 million aggregate principal amount of 5.25% senior notes due 2020 (the “2020 notes”) and $2.5 billion aggregate principal amount of 5.75% senior notes due 2023 (the “2023 notes”, and together with the 2020 notes, the “acquisition notes”). The acquisition notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The acquisition notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. | ||||||||||||
The Company expects to use the proceeds of the acquisition notes to finance in part the Acquisition. The proceeds of the 2020 notes and the 2023 notes are being held in, and secured by liens on, separate escrow accounts with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), pending consummation of the Acquisition. The Company expects that, in connection with the consummation of the Acquisition, the wholly-owned subsidiary that issued the acquisition notes will merge with and into the Company, the Company will assume the obligations in respect of the acquisition notes, and the acquisition notes will be jointly and severally guaranteed on an unsecured, unsubordinated basis, subject to certain exceptions, by each of the Company’s subsidiaries that guarantees the obligations under the Company’s new senior secured credit facilities or certain other indebtedness, including Family Dollar and certain of its subsidiaries. | ||||||||||||
The 2020 notes, which mature on March 1, 2020, were issued pursuant to an indenture, dated as of February 23, 2015, with U.S. Bank National Association, as trustee (the “2020 notes indenture”). The 2023 notes, which mature on March 1, 2023, were issued pursuant to an indenture, dated as of February 23, 2015, with U.S. Bank National Association, as trustee (the “2023 notes indenture”, and together with the 2020 notes indenture, the “indentures”). | ||||||||||||
The indentures provide that if the Acquisition is not consummated before August 28, 2015, if the Escrow Agent has not received certain additional monthly deposits by certain dates, or upon the occurrence of certain other events, the acquisition notes will be subject to a special mandatory redemption at a price of 100% of the gross proceeds of the acquisition notes offered, plus accrued and unpaid interest to, but excluding, the date of redemption. | ||||||||||||
Interest on the acquisition notes is due semiannually on March 1 and September 1 of each year, commencing on September 1, 2015. | ||||||||||||
The indentures contain covenants that, from and after the date of the Acquisition, will limit the ability of the Company and certain of its subsidiaries to, among other things and subject to certain significant exceptions: (i) incur, assume or guarantee additional indebtedness; (ii) declare or pay dividends or make other distributions with respect to, or purchase or otherwise acquire or retire for value, equity interests; (iii) make any principal payment on, or redeem or repurchase, subordinated debt; (iv) make loans, advances or other investments; (v) incur liens; (vi) sell or otherwise dispose of assets, including capital stock of subsidiaries; (vii) consolidate or merge with or into, or sell all or substantially all assets to, another person; and (viii) enter into transactions with affiliates. The indentures also provide for certain events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding acquisition notes under the applicable indenture to be declared immediately due and payable. | ||||||||||||
Credit Facility and Term Loan | ||||||||||||
On March 9, 2015, a wholly owned subsidiary of the Company entered into a credit agreement, with JPMorgan Chase Bank, N.A., as administrative agent, providing for $6.2 billion in senior secured credit facilities (the “New Senior Secured Credit Facilities”) consisting of a $1.25 billion revolving credit facility (the “New Revolving Credit Facility”) and $4.95 billion of term loan facilities (the “New Term Loan Facilities”). The New Term Loan Facilities consist of a $1.0 billion Term Loan A tranche and a $3.95 billion Term Loan B tranche. The New Revolving Credit Facility and the borrowings under the Term Loan A tranche will mature five years after the closing of the Acquisition, unless any of the 2020 notes remain outstanding as of 91 days prior to their stated maturity, in which case the New Revolving Credit Facility and the borrowings under the Term Loan A tranche will mature at such time. The borrowings under the Term Loan B tranche will mature seven years after the closing of the Acquisition. | ||||||||||||
The proceeds of the borrowings under the Term Loan B tranche were deposited in an escrow account (separate from the escrow accounts related to the acquisition notes) and will be held in escrow prior to the closing of the Acquisition. Upon the consummation of the Acquisition, the Company will become the borrower under the New Senior Secured Credit Facilities and will draw the term loans under the Term Loan A facility and will have the ability to borrow under the New Revolving Credit Facility. | ||||||||||||
The New Senior Secured Credit Facilities will not be guaranteed by the Company or any of its subsidiaries prior to the consummation of the Acquisition, but upon consummation of the Acquisition the New Senior Secured Credit Facilities will be guaranteed by certain of the Company's direct or indirect wholly owned U.S. subsidiaries, including Family Dollar and certain of its subsidiaries (collectively, the “Credit Agreement Guarantors”). Upon the consummation of the Acquisition, the Company expects the New Senior Secured Credit Facilities will be secured by a security interest in substantially all of the assets of the Company and the Credit Agreement Guarantors, subject to certain exceptions. | ||||||||||||
The loans under the Term Loan A tranche and the New Revolving Credit Facility will bear interest at LIBOR plus 2.25% per annum (or a base rate plus 1.25%), and the Term Loan B tranche of the New Senior Secured Credit Facilities was issued at a discount of 50 basis points and will bear interest at LIBOR plus 3.50% per annum (or a base rate plus 2.50%). The Term Loan B tranche will be subject to a “LIBOR floor” of 0.75%. The Term Loan A tranche of the New Term Loan Facilities will require quarterly amortization payments of 1.25% of the original principal amount thereof in the first year following the consummation of the Acquisition, 2.5% of the original principal amount thereof in the second year following the Acquisition, and 3.8% of the original principal amount thereof thereafter and the Term Loan B tranche requires quarterly amortization payments of 0.25% of the original principal amount thereof after the closing of the Acquisition. The New Term Loan Facilities also require mandatory prepayments in connection with certain asset sales and out of excess cash flow, among other things, and subject in each case to certain significant exceptions. The Company expects to pay certain commitment fees in connection with the New Revolving Credit Facility. Additionally, the Term Loan B tranche of the New Term Loan Facilities will require the Company to pay a 1.0% prepayment fee if the loans thereunder are subject to certain repricing transactions before March 9, 2016. | ||||||||||||
The New Senior Secured Credit Facilities contain representations and warranties, events of default and affirmative and negative covenants that apply, in certain circumstances, before and after the closing of the Acquisition and are customary for similar financings. These include, among other things and subject to certain significant exceptions, restrictions on the Company's ability to declare or pay dividends, repay the acquisition notes, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. In addition, a financial maintenance covenant based on the Company’s consolidated first lien secured net leverage ratio will apply to the New Revolving Credit Facility and the Term Loan A tranche of the New Term Loan Facilities after the closing of the Acquisition. | ||||||||||||
Long-term debt at May 2, 2015 and January 31, 2015, consisted of the following: | ||||||||||||
As of May 2, 2015 | As of January 31, 2015 | |||||||||||
(in millions) | Principal | Unamortized Discount and Debt Issuance Costs | Principal | Unamortized Discount and Debt Issuance Costs | ||||||||
$750.0 million Senior Notes, fixed interest rates | ||||||||||||
payable semi-annually, January 15 and July 15 | $750.00 | $3.30 | $750.00 | $3.30 | ||||||||
$750.0 million Unsecured Credit Agreement, interest | ||||||||||||
payable at LIBOR, plus 0.90%, which was 1.08% | ||||||||||||
at May 2, 2015 | — | 0.7 | — | 0.9 | ||||||||
$7.0 million Forgivable Promissory Notes, interest | ||||||||||||
payable beginning in November 2017 at a rate of | ||||||||||||
1%, principal payable beginning November 2017 | 7 | — | 7 | — | ||||||||
5.25% Acquisition Notes, due 2020 | 750 | 12.4 | — | 11.9 | ||||||||
5.75% Acquisition Notes, due 2023 | 2,500.00 | 41.8 | — | 39.8 | ||||||||
Term Loan A, interest payable at LIBOR, plus 2.25%, | ||||||||||||
which was 2.43% at May 2, 2015 | — | 0.4 | — | 0.4 | ||||||||
Term Loan B, interest payable at LIBOR or a floor of | ||||||||||||
0.75%, plus 3.50%, which was 4.25% at May 2, | ||||||||||||
2015. Discount is based on imputed interest | ||||||||||||
rate of 4.5%. | 3,950.00 | 67.3 | — | 8.2 | ||||||||
$1.25 billion Revolving Credit Facility, interest | ||||||||||||
payable at LIBOR, plus 2.25%, which was 2.43% | ||||||||||||
at May 2, 2015 | — | 11.4 | — | 9.8 | ||||||||
Total | $7,957.00 | $137.30 | $757.00 | $74.30 | ||||||||
Restricted Cash. Restricted cash consists of the proceeds of the borrowings under the acquisition notes and the Term Loan B tranche, interest earned on these proceeds and accrued interest payable on the borrowings. The proceeds will be held as restricted cash until the closing of the Acquisition. |
LITIGATION_MATTERS
LITIGATION MATTERS | 3 Months Ended |
2-May-15 | |
LITIGATION MATTERS [Abstract] | |
Legal Matters and Contingencies [Text Block] | LITIGATION MATTERS |
Active | |
Winn-Dixie Stores instituted suit in federal court in Florida alleging that the Company sold products in 48 stores in violation of a lease exclusive. In August 2012, the Court denied Winn-Dixie's claim for damages and granted Winn-Dixie’s request for injunctive relief with respect to just one store. Winn-Dixie appealed to the U.S. Court of Appeals for the 11th Circuit, which affirmed that Winn-Dixie is not entitled to damages. However, it also held that Winn-Dixie's restriction for 20 of the Company's Florida stores required the Company to restrict its sales of food and "many household supplies." The 11th Circuit remanded the case to the lower court for a new trial to determine the definition of "many household supplies" and how much aisle space should be included. The Court decided these issues in April 2015. The stores are now being restricted accordingly. These issues may be appealed. | |
In 2011, an assistant store manager and an hourly associate filed a collective action against the Company alleging they were forced to work off the clock in violation of the Fair Labor Standards Act (FLSA) and state law. A federal judge in Virginia ruled that all claims made on behalf of assistant store managers under both the FLSA and state law should be dismissed. The court, however, certified an opt-in collective action under the FLSA on behalf of hourly sales associates. Approximately 4,300 plaintiffs remain in the case. In March 2014, the court denied the Company's motion to decertify the collective action and the case is now continuing. | |
In 2012, a former assistant store manager, on behalf of himself and those alleged to be similarly situated, filed a putative class action in a California state court, alleging the Company failed to provide rest breaks to assistant store managers. The alleged time period is July 13, 2008 to the present. Discovery is ongoing. The class has been certified and the case is proceeding to the liability phase. | |
In 2013, a former assistant store manager on behalf of himself and others alleged to be similarly aggrieved filed a representative Private Attorney General Act ("PAGA") claim under California law currently pending in federal court in California. The suit alleges that the Company failed to provide uninterrupted meal periods and rest breaks; failed to pay minimum, regular and overtime wages; failed to maintain accurate time records and wage statements; and failed to pay wages due upon termination of employment. Discovery has not commenced. A trial date has been set for March 21, 2016. | |
In May 2014, a former assistant store manager filed a putative class action in a California state court for alleged failure to provide meal periods, overtime, timely payment of wages during employment and upon termination, failure to provide accurate wage statements, as well as for alleged failure to indemnify employees for business expenses in violation of California labor laws. This matter is in early stages of litigation. Discovery has not commenced and no trial date has been set. | |
In May 2014, the US Consumer Product Safety Commission ("CPSC") began a staff investigation of circumstances related to Letters of Advice that the Company received from the CPSC from 2009 to 2013. The CPSC is now investigating Letters of Advice the Company received in 2014 and 2015. The outcome of this matter cannot be determined at this time. | |
In July and August 2014, several shareholders of Family Dollar Stores, Inc. (“Family Dollar”) filed class actions, now consolidated into one class action, in Delaware chancery court against Family Dollar’s CEO and board members alleging breach of fiduciary duty. Dollar Tree and Family Dollar were also named as defendants for allegedly aiding and abetting the other defendants. The claimed breach derives from the execution of the merger agreement dated July 27, 2014, between Dollar Tree and Family Dollar, which is alleged to offer unfair and inadequate consideration for Family Dollar stock. The class action, among other things, seek to prevent the merger, obtain higher merger consideration or seek monetary damages. The Delaware Chancery Court and appellate court refused to issue an injunction against the Family Dollar shareholder vote in favor of the merger. | |
In April 2015, a distribution center employee filed a class action in California state court with allegations concerning wages, meal and rest breaks, recovery periods, wage statements and timely termination pay. Additionally, the employee seeks to certify a nation-wide class of non-exempt distribution employees for overtime compensation. The Company recently removed this lawsuit to Federal Court. | |
In April 2015, a former store manager filed a class action in California state court alleging store managers were improperly classified as exempt employees and, among other things, did not receive overtime compensation and meal and rest periods. | |
The Company will vigorously defend itself in these matters. The Company does not believe that any of these matters will, individually or in the aggregate, have a material effect on its business or financial condition. The Company cannot give assurance, however, that one or more of these lawsuits will not have a material effect on its results of operations for the period in which they are resolved. Based on the information available to the Company, including the amount of time remaining before trial, the results of discovery and the judgment of internal and external counsel, the Company is unable to express an opinion as to the outcome of these matters and cannot estimate a potential range of loss except as specified above. | |
Resolved | |
In September 2013, district attorneys in California initiated an investigation of whether the Company properly disposed of certain damaged retail products under Federal and California state environmental law, primarily the Resource Conservation and Recovery Act. The Company has settled this matter and has fully accrued its loss, which is immaterial. |
FAIR_VALUE_MEASUREMENTS_Notes
FAIR VALUE MEASUREMENTS (Notes) | 3 Months Ended |
2-May-15 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS |
The Company's cash and cash equivalents, restricted cash, restricted investments and diesel fuel swaps represent the financial assets and liabilities that were accounted for at fair value on a recurring basis as of May 2, 2015. As required, financial assets and liabilities are classified in the fair value hierarchy in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The fair value of the Company's cash and cash equivalents was $870.4 million and $387.1 million, at May 2, 2015 and May 3, 2014, respectively. The fair value of the Company's restricted cash was $7.2 billion and $0.0 at May 2, 2015 and May 3, 2014, respectively. The fair value of the Company's restricted investments was $90.9 million and $87.9 million, at May 2, 2015 and May 3, 2014, respectively. These fair values were determined using Level 1 measurements in the fair value hierarchy. The fair value of the diesel fuel swaps was a liability of $3.2 million as of May 2, 2015 and an asset of less than $0.1 million as of May 3, 2014 and were estimated using Level 2 measurements in the fair value hierarchy, which used discounted cash flow calculations based upon diesel fuel cost curves. | |
The estimated fair value of the Company’s long-term debt was $7.9 billion as of May 2, 2015 and $770.8 million as of May 3, 2014. The fair value of the Senior Notes is determined through the use of a discounted cash flow analysis using Level 3 inputs as there are no quoted prices in active markets for these notes. The discount rate used in the analysis was based on borrowing rates available to the Company for debt of the same remaining maturities, issued in the same private placement debt market. The carrying values of the Company's acquisition notes and Term Loan B approximate their fair values because they were recently issued. The carrying value of the Company's Unsecured Credit Agreement at May 3, 2014 approximated its fair value because the interest rates vary with market interest rates. | |
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company did not record any significant impairment charges during the 13 weeks ended May 2, 2015. |
NET_INCOME_PER_SHARE_Notes
NET INCOME PER SHARE (Notes) | 3 Months Ended | ||||||||
2-May-15 | |||||||||
NET INCOME PER SHARE [Abstract] | |||||||||
NET INCOME PER SHARE | NET INCOME PER SHARE | ||||||||
The following table sets forth the calculations of basic and diluted net income per share: | |||||||||
13 Weeks Ended | |||||||||
May 2, | May 3, | ||||||||
(in millions, except per share data) | 2015 | 2014 | |||||||
Basic net income per share: | |||||||||
Net income | $ | 69.5 | $ | 138.3 | |||||
Weighted average number of shares | |||||||||
outstanding | 206.2 | 206.8 | |||||||
Basic net income per share | $ | 0.34 | $ | 0.67 | |||||
Diluted net income per share: | |||||||||
Net income | $ | 69.5 | $ | 138.3 | |||||
Weighted average number of shares | |||||||||
outstanding | 206.2 | 206.8 | |||||||
Dilutive effect of stock options and | |||||||||
restricted stock (as determined by | |||||||||
applying the treasury stock method) | 0.9 | 0.9 | |||||||
Weighted average number of shares and | |||||||||
dilutive potential shares outstanding | 207.1 | 207.7 | |||||||
Diluted net income per share | $ | 0.34 | $ | 0.67 | |||||
For the 13 weeks ended May 2, 2015 and May 3, 2014, substantially all of the stock options outstanding were included in the calculation of the weighted average number of shares and dilutive potential shares outstanding. |
STOCKBASED_COMPENSATION_PLAN
STOCK-BASED COMPENSATION PLAN | 3 Months Ended |
2-May-15 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION PLAN | STOCK-BASED COMPENSATION |
The Company's stock-based compensation expense primarily includes the fair value of restricted stock units (RSUs) and employees' purchase rights under the Company's Employee Stock Purchase Plan. Stock-based compensation expense was $18.9 million and $16.6 million during the 13 weeks ended May 2, 2015 and May 3, 2014, respectively. | |
The Company granted approximately 0.3 million service-based RSUs from the Omnibus Incentive Plan (Omnibus Plan) to employees and officers in the 13 weeks ended May 2, 2015. The estimated $28.6 million fair value of these RSUs is being expensed ratably over the three-year vesting periods, or a shorter period based on the retirement eligibility of certain grantees. The fair value was determined using the Company's closing stock price on the date of grant. The Company recognized $4.7 million of expense related to these RSUs during the 13 weeks ended May 2, 2015. | |
In the 13 weeks ended May 2, 2015 the Company granted 0.1 million RSUs with a fair value of $11.3 million from the Omnibus Plan to certain officers of the Company, contingent on the Company meeting certain performance targets in fiscal 2015. If the Company meets these performance targets in fiscal 2015, the RSUs will vest ratably over three years. The estimated fair value of these RSUs is being expensed ratably over the three-year vesting periods, or a shorter period based on the retirement eligibility of certain grantees. The Company recognized $6.8 million of expense related to these RSUs in the 13 weeks ended May 2, 2015. | |
In the 13 weeks ended May 2, 2015 the Company granted RSUs with a fair value of $2.1 million from the Omnibus Plan to certain officers of the Company, contingent on the Company meeting certain performance targets for the period beginning on February 1, 2015 and ending on February 3, 2018. Provided the vesting conditions are satisfied, the awards will vest at the end of the performance period. The estimated fair value of these RSUs is being expensed ratably over the three-year vesting period, or a shorter period based on the retirement eligibility of certain grantees. The Company recognized $1.0 million of expense related to these RSUs in the 13 weeks ended May 2, 2015. | |
In March 2013, the Company granted RSUs ("2013 Grants") with a fair value of $1.4 million from the Omnibus Plan to certain officers of the Company, contingent on the Company meeting certain performance targets for the period beginning on February 3, 2013 and ending on January 30, 2016 ("2013 Goal"). However, because the Acquisition was not yet contemplated as of the grant date, the 2013 Goal did not exclude costs related to the Acquisition or any income that may be attributable to Family Dollar during the performance period. In the 13 weeks ended May 2, 2015, the Company concluded that maintaining the 2013 Grants in their original form would undermine the Company's goals and create skewed incentives for the grantees. | |
Because amending the 2013 Goal would have jeopardized deductibility of the awards under Section 162(m) of the Internal Revenue Service Code, in the 13 weeks ended May 2, 2015, the Compensation Committee of the Board of Directors canceled the 2013 Grants and approved new awards (“2015 Supplemental Grants”), with a fair value of $2.2 million and a new operating income goal for the one-year period ending January 30, 2016 (“2015 Supplemental Goal”). The 2015 Supplemental Goal equals the amount remaining in the final year of the 2013 Goal, giving credit for actual Company performance utilizing an operating income definition that excludes both costs related to the Acquisition and income from Family Dollar. As such, the 2015 Supplemental Grants exactly replicate the incentive structure of the 2013 Grants had those awards excluded the effect of the then-unknown and unforeseeable Acquisition when they were granted. The Company recognized a $1.2 million reduction of expense related to the 2013 Grants cancellation and $1.6 million of expense related to the 2015 Supplemental Grants in the 13 weeks ended May 2, 2015. | |
The Company recognized $6.1 million of expense related to RSUs granted prior to fiscal 2015 in the 13 weeks ended May 2, 2015. For the 13 weeks ended May 3, 2014, the Company recognized $5.6 million of expense related to these RSUs. | |
In the 13 weeks ended May 2, 2015, approximately 0.7 million RSUs vested and approximately 0.4 million shares, net of taxes, were issued. During the 13 weeks ended May 3, 2014, approximately 0.7 million RSUs vested and approximately 0.5 million shares, net of taxes, were issued. |
DERIVATIVE_FINANCIAL_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
2-May-15 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FUEL DERIVATIVE CONTRACTS | FUEL DERIVATIVE CONTRACTS |
In order to manage fluctuations in cash flows resulting from changes in diesel fuel costs, the Company entered into fuel derivative contracts with third parties. The Company has entered into fuel derivative contracts for 5.0 million gallons of diesel fuel, or approximately 40% of the Company's domestic truckload fuel needs from May 2015 through January 2016. Under these contracts, the Company pays the third party a fixed price for diesel fuel and receives variable diesel fuel prices at amounts approximating current diesel fuel costs, thereby creating the economic equivalent of a fixed-rate obligation. These derivative contracts do not qualify for hedge accounting and therefore all changes in fair value for these derivatives are included in “Other expense, net” on the accompanying condensed consolidated income statements. |
LONGTERM_DEBT_AND_RESTRICTED_C1
LONG-TERM DEBT AND RESTRICTED CASH (Tables) | 3 Months Ended | |||||||||||
2-May-15 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of Long-term Debt Instruments | Long-term debt at May 2, 2015 and January 31, 2015, consisted of the following: | |||||||||||
As of May 2, 2015 | As of January 31, 2015 | |||||||||||
(in millions) | Principal | Unamortized Discount and Debt Issuance Costs | Principal | Unamortized Discount and Debt Issuance Costs | ||||||||
$750.0 million Senior Notes, fixed interest rates | ||||||||||||
payable semi-annually, January 15 and July 15 | $750.00 | $3.30 | $750.00 | $3.30 | ||||||||
$750.0 million Unsecured Credit Agreement, interest | ||||||||||||
payable at LIBOR, plus 0.90%, which was 1.08% | ||||||||||||
at May 2, 2015 | — | 0.7 | — | 0.9 | ||||||||
$7.0 million Forgivable Promissory Notes, interest | ||||||||||||
payable beginning in November 2017 at a rate of | ||||||||||||
1%, principal payable beginning November 2017 | 7 | — | 7 | — | ||||||||
5.25% Acquisition Notes, due 2020 | 750 | 12.4 | — | 11.9 | ||||||||
5.75% Acquisition Notes, due 2023 | 2,500.00 | 41.8 | — | 39.8 | ||||||||
Term Loan A, interest payable at LIBOR, plus 2.25%, | ||||||||||||
which was 2.43% at May 2, 2015 | — | 0.4 | — | 0.4 | ||||||||
Term Loan B, interest payable at LIBOR or a floor of | ||||||||||||
0.75%, plus 3.50%, which was 4.25% at May 2, | ||||||||||||
2015. Discount is based on imputed interest | ||||||||||||
rate of 4.5%. | 3,950.00 | 67.3 | — | 8.2 | ||||||||
$1.25 billion Revolving Credit Facility, interest | ||||||||||||
payable at LIBOR, plus 2.25%, which was 2.43% | ||||||||||||
at May 2, 2015 | — | 11.4 | — | 9.8 | ||||||||
Total | $7,957.00 | $137.30 | $757.00 | $74.30 | ||||||||
NET_INCOME_PER_SHARE_Tables
NET INCOME PER SHARE (Tables) | 3 Months Ended | ||||||||
2-May-15 | |||||||||
NET INCOME PER SHARE [Abstract] | |||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the calculations of basic and diluted net income per share: | ||||||||
13 Weeks Ended | |||||||||
May 2, | May 3, | ||||||||
(in millions, except per share data) | 2015 | 2014 | |||||||
Basic net income per share: | |||||||||
Net income | $ | 69.5 | $ | 138.3 | |||||
Weighted average number of shares | |||||||||
outstanding | 206.2 | 206.8 | |||||||
Basic net income per share | $ | 0.34 | $ | 0.67 | |||||
Diluted net income per share: | |||||||||
Net income | $ | 69.5 | $ | 138.3 | |||||
Weighted average number of shares | |||||||||
outstanding | 206.2 | 206.8 | |||||||
Dilutive effect of stock options and | |||||||||
restricted stock (as determined by | |||||||||
applying the treasury stock method) | 0.9 | 0.9 | |||||||
Weighted average number of shares and | |||||||||
dilutive potential shares outstanding | 207.1 | 207.7 | |||||||
Diluted net income per share | $ | 0.34 | $ | 0.67 | |||||
PENDING_ACQUISITON_Details
PENDING ACQUISITON (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | 2-May-15 | Jan. 22, 2015 | Jan. 31, 2015 | 3-May-14 |
Business Acquisition [Line Items] | ||||
Other Liabilities, Current | $474.30 | $385.30 | $196.40 | |
Family Dollar [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition price per share (usd per share) | 59.6 | |||
Expected merger related expenses | 35 | |||
Business acquisition transaction costs | 10.4 | |||
Debt Issuance Cost | 45.8 | |||
Deferred Finance Costs, Noncurrent, Gross | 115.9 | |||
Expected capitalizable costs related to pending acquisition | 174 | |||
Other Liabilities, Current | $256.30 | |||
Family Dollar [Member] | Common Stock [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock (shares) | 0.2484 | |||
Family Dollar [Member] | Common Stock [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock (shares) | 0.3036 |
LONGTERM_DEBT_AND_RESTRICTED_C2
LONG-TERM DEBT AND RESTRICTED CASH (Details) (USD $) | 0 Months Ended | 3 Months Ended | |||
Feb. 24, 2015 | 2-May-15 | Jan. 31, 2015 | Feb. 23, 2015 | Mar. 09, 2015 | |
Debt Instrument [Line Items] | |||||
Long-term Debt | 7,957,000,000 | $757,000,000 | |||
Unamortized Discount and Debt Issuance Costs | 137,300,000 | 74,300,000 | |||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||
2020 Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 750,000,000 | 0 | |||
Unamortized Discount and Debt Issuance Costs | 12,400,000 | 11,900,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 5.25% | ||||
Senior Notes | 750,000,000 | ||||
2023 Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 2,500,000,000 | 0 | |||
Unamortized Discount and Debt Issuance Costs | 41,800,000 | 39,800,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 5.75% | ||||
Senior Notes | 2,500,000,000 | ||||
Senior Secured Credit Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 0 | 0 | |||
Unamortized Discount and Debt Issuance Costs | 11,400,000 | 9,800,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% | ||||
Senior Secured Credit Facilities | 6,200,000,000 | ||||
Base Rate plus Interest per Annum | 1.25% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 2.43% | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Secured Credit Facilities | 1,250,000,000 | ||||
Term Loan Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Secured Credit Facilities | 4,950,000,000 | ||||
Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 0 | 0 | |||
Unamortized Discount and Debt Issuance Costs | 400,000 | 400,000 | |||
Senior Secured Credit Facilities | 1,000,000,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 2.43% | ||||
Quarterly Amortization Payments Percentage of Original Principal Amount Year One | 1.25% | ||||
Quarterly Amortization Payments Percentage of Original Principal Amount Year Two | 2.50% | ||||
Quarterly Amortization Payments Percentage of Original Principal Amount Beyond Year Two | 3.80% | ||||
Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 3,950,000,000 | 0 | |||
Unamortized Discount and Debt Issuance Costs | 67,300,000 | 8,200,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||
Senior Secured Credit Facilities | 3,950,000,000 | ||||
Base Rate plus Interest per Annum | 2.50% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 4.25% | ||||
Discount based on imputed interest rate | 4.50% | ||||
LIBOR Floor Percentage Rate | 0.75% | 0.75% | |||
Quarterly Amortization Payments of Original Principal Amount after Closing | 0.25% | ||||
Prepayment fee if Loans Subject to Certain Repricing Transactions | 1.00% | ||||
Unsecured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 0 | 0 | |||
Unamortized Discount and Debt Issuance Costs | 700,000 | 900,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 1.08% | ||||
Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 750,000,000 | 750,000,000 | |||
Unamortized Discount and Debt Issuance Costs | 3,300,000 | 3,300,000 | |||
FORGIVABLE PROMISSORY NOTES [Domain] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 7,000,000 | 7,000,000 | |||
Unamortized Discount and Debt Issuance Costs | 0 | $0 | |||
Debt Instrument, Interest Rate, Effective Percentage | 1.00% | ||||
LIBOR [Member] | Senior Secured Credit Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
LIBOR [Member] | Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
LIBOR [Member] | Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||
LIBOR [Member] | Unsecured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.90% |
LITIGATION_MATTERS_Narrative_D
LITIGATION MATTERS (Narrative) (Details) | 46 Months Ended | 52 Months Ended |
2-May-15 | 2-May-15 | |
store | plantiff | |
Winn Dixie Exclusive Selling Rights Violations Member | ||
Loss Contingency [Abstract] | ||
Number of Operating Locations Affected | 48 | |
Stores Required To Restrict Sales Of Food | 20 | |
Pending Or Threatened Litigation Multi State Litigation Member | ||
Loss Contingency [Abstract] | ||
Loss Contingency, Number of Opt In Plaintiffs | 4,300 |
FAIR_VALUE_MEASUREMENTS_Fair_V
FAIR VALUE MEASUREMENTS Fair Value Measurements (Details) (USD $) | 2-May-15 | 3-May-14 |
Fair Value Disclosures [Abstract] | ||
Cash and Cash Equivalents, Fair Value Disclosure | $870,400,000 | $387,100,000 |
Restricted Cash, Fair Value | 7,200,000,000 | 0 |
Restricted Investments Fair Value | 90,900,000 | 87,900,000 |
Diesel Fuel Swaps Liability | 3,200,000 | |
Diesel Fuel Swaps Asset | 100,000 | |
Long-term Debt, Fair Value | $7,900,000,000 | $770,800,000 |
NET_INCOME_PER_SHARE_Schedule_
NET INCOME PER SHARE Schedule of Earnings per share, basic and diluted (table details) (Details) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | 2-May-15 | 3-May-14 |
Earnings Per Share [Abstract] | ||
Net income | $69.50 | $138.30 |
Weighted Average Number of Shares Outstanding (shares) | 206.2 | 206.8 |
Basic net income per share (usd per share) | $0.34 | $0.67 |
Incremental Common Shares Attributable to Share-based Payment Arrangements | 0.9 | 0.9 |
Weighted average number of shares and dilutive potential shares outstanding (shares) | 207.1 | 207.7 |
Diluted net income per share (usd per share) | $0.34 | $0.67 |
STOCKBASED_COMPENSATION_Narrat
STOCK-BASED COMPENSATION (Narrative) (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | 2-May-15 | 3-May-14 | Mar. 22, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $18.90 | $16.60 | |
Service Based Awards [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock granted under service and performance awards (in shares) | 0.3 | ||
Compensation Expense | 4.7 | ||
Fair Value | 28.6 | ||
Performance Shares [Member] | Omnibus Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Certain officers [Member] | Ratable Annual Vesting [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock granted under service and performance awards (in shares) | 0.1 | ||
Compensation Expense | 6.8 | ||
Fair Value | 11.3 | ||
Performance And Service Based Awards [Member] | Omnibus Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Certain officers [Member] | Vesting at End of Performance Period [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation Expense | 1 | ||
Fair Value | 2.1 | 1.4 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation Expense | 6.1 | 5.6 | |
Vested (shares) | 0.7 | 0.7 | |
Shares Issued in Period | 0.4 | 0.5 | |
2013 LTPP REGRANT [Member] | Performance And Service Based Awards [Member] | Omnibus Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Certain officers [Member] | Vesting at End of Performance Period [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation Expense | 1.6 | ||
Fair Value | 2.2 | ||
2013 ORIGINAL LTPP GRANT [Member] | Performance And Service Based Awards [Member] | Omnibus Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Certain officers [Member] | Vesting at End of Performance Period [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation Expense | $1.20 |
FUEL_DERIVATIVE_CONTRACTS_Fair
FUEL DERIVATIVE CONTRACTS Fair value Fuel Derivative Contracts (Details) (Commodity Contract 1 [Member]) | 2-May-15 |
gal | |
Commodity Contract 1 [Member] | |
Derivative [Line Items] | |
Nonmonetary notional amount (gallons of diesel) | 5,000,000 |
Diesel fuel need in derivative contracts (in hundredths) | 40.00% |