CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION At July 30, 2016 , 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. Condensed Consolidating Statements of Comprehensive Income 13 Weeks Ended July 30, 2016 Guarantor Non-Guarantor Consolidation Consolidated (in millions) Parent Subsidiaries Subsidiaries Adjustments Company Net sales $ — $ 4,951.8 $ 230.3 $ (185.8 ) $ 4,996.3 Cost of sales — 3,468.8 210.2 (195.1 ) 3,483.9 Gross profit — 1,483.0 20.1 9.3 1,512.4 Selling, general and administrative expenses 1.9 1,125.1 16.2 12.0 1,155.2 Operating income (loss) (1.9 ) 357.9 3.9 (2.7 ) 357.2 Interest expense (income), net 72.7 16.5 (1.9 ) — 87.3 Other expense, net 2.7 — 0.4 (3.1 ) — Income (loss) before income taxes (77.3 ) 341.4 5.4 0.4 269.9 Income tax expense (benefit) (30.4 ) 129.7 0.3 0.1 99.7 Equity in earnings of subsidiaries (216.6 ) (1.9 ) — 218.5 — Net income 169.7 213.6 5.1 (218.2 ) 170.2 Other comprehensive loss (2.4 ) (0.6 ) (2.4 ) 3.1 (2.3 ) Comprehensive income $ 167.3 $ 213.0 $ 2.7 $ (215.1 ) $ 167.9 13 Weeks Ended August 1, 2015 Guarantor Non-Guarantor Consolidation Consolidated (in millions) Parent Subsidiaries Subsidiaries Adjustments Company Net sales $ — $ 2,964.8 $ 141.0 $ (94.6 ) $ 3,011.2 Cost of sales — 2,123.7 106.2 (73.9 ) 2,156.0 Gross profit — 841.1 34.8 (20.7 ) 855.2 Selling, general and administrative expenses 17.4 698.3 14.5 1.6 731.8 Operating income (loss) (17.4 ) 142.8 20.3 (22.3 ) 123.4 Interest expense (income), net 158.8 105.6 (0.5 ) — 263.9 Other expense, net 3.7 1.4 0.4 (3.8 ) 1.7 Income (loss) before income taxes (179.9 ) 35.8 20.4 (18.5 ) (142.2 ) Income tax expense (benefit) (57.2 ) 7.0 6.0 — (44.2 ) Equity in earnings of subsidiaries (43.4 ) (17.7 ) — 61.1 — Net income (loss) (79.3 ) 46.5 14.4 (79.6 ) (98.0 ) Other comprehensive loss (9.1 ) — (9.1 ) 9.1 (9.1 ) Comprehensive income (loss) $ (88.4 ) $ 46.5 $ 5.3 $ (70.5 ) $ (107.1 ) Condensed Consolidating Statements of Comprehensive Income (Continued) 26 Weeks Ended July 30, 2016 Guarantor Non-Guarantor Consolidation Consolidated (in millions) Parent Subsidiaries Subsidiaries Adjustments Company Net sales $ — $ 9,985.2 $ 415.1 $ (318.2 ) $ 10,082.1 Cost of sales — 6,958.6 370.8 (314.2 ) 7,015.2 Gross profit — 3,026.6 44.3 (4.0 ) 3,066.9 Selling, general and administrative expenses 3.9 2,263.1 30.8 (6.8 ) 2,291.0 Operating income (loss) (3.9 ) 763.5 13.5 2.8 775.9 Interest expense (income), net 145.6 32.8 (3.8 ) — 174.6 Other (income) expense, net (3.0 ) (0.3 ) 0.3 2.8 (0.2 ) Income (loss) before income taxes (146.5 ) 731.0 17.0 — 601.5 Income tax expense (benefit) (64.1 ) 259.0 3.8 — 198.7 Equity in earnings of subsidiaries (485.1 ) (8.8 ) — 493.9 — Net income 402.7 480.8 13.2 (493.9 ) 402.8 Other comprehensive income 6.6 2.0 6.6 (8.6 ) 6.6 Comprehensive income $ 409.3 $ 482.8 $ 19.8 $ (502.5 ) $ 409.4 26 Weeks Ended August 1, 2015 Guarantor Non-Guarantor Consolidation Consolidated (in millions) Parent Subsidiaries Subsidiaries Adjustments Company Net sales $ — $ 5,099.3 $ 183.4 $ (94.9 ) $ 5,187.8 Cost of sales — 3,515.9 142.0 (74.2 ) 3,583.7 Gross profit — 1,583.4 41.4 (20.7 ) 1,604.1 Selling, general and administrative expenses 29.4 1,188.5 28.4 1.5 1,247.8 Operating income (loss) (29.4 ) 394.9 13.0 (22.2 ) 356.3 Interest expense (income), net 269.8 116.8 (0.4 ) — 386.2 Other (income) expense, net 3.7 (1.7 ) 0.8 (3.7 ) (0.9 ) Income (loss) before income taxes (302.9 ) 279.8 12.6 (18.5 ) (29.0 ) Income tax expense (benefit) (106.9 ) 102.5 3.9 — (0.5 ) Equity in earnings of subsidiaries (186.2 ) (17.7 ) — 203.9 — Net income (loss) (9.8 ) 195.0 8.7 (222.4 ) (28.5 ) Other comprehensive loss (3.5 ) — (3.5 ) 3.5 (3.5 ) Comprehensive income (loss) $ (13.3 ) $ 195.0 $ 5.2 $ (218.9 ) $ (32.0 ) Condensed Consolidating Balance Sheets 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 Condensed Consolidating Balance Sheets (Continued) January 30, 2016 Guarantor Non-Guarantor Consolidating Consolidated (in millions) Parent Subsidiaries Subsidiaries Adjustments Company ASSETS Current assets: Cash and cash equivalents $ — $ 636.9 $ 116.5 $ (17.3 ) $ 736.1 Short-term investments — — 4.0 — 4.0 Merchandise inventories, net — 2,850.0 51.4 (15.9 ) 2,885.5 Due from intercompany, net 262.2 548.3 186.4 (996.9 ) — Other current assets 1.0 308.7 0.6 — 310.3 Total current assets 263.2 4,343.9 358.9 (1,030.1 ) 3,935.9 Property, plant and equipment, net — 3,089.5 36.0 — 3,125.5 Assets available for sale — 12.1 — — 12.1 Goodwill — 4,993.2 28.5 — 5,021.7 Deferred tax assets, net 0.5 — 9.6 (10.1 ) — Favorable lease rights, net — 569.4 — — 569.4 Tradename intangible asset — 3,100.0 — — 3,100.0 Other intangible assets, net — 5.5 0.3 — 5.8 Investment in subsidiaries 8,403.9 74.4 — (8,478.3 ) — Intercompany note receivable 1,526.4 — 188.8 (1,715.2 ) — Due from intercompany, net 1,930.3 — — (1,930.3 ) — Other assets — 130.6 4.6 (4.4 ) 130.8 Total assets $ 12,124.3 $ 16,318.6 $ 626.7 $ (13,168.4 ) $ 15,901.2 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 108.0 $ — $ — $ — $ 108.0 Accounts payable 17.5 1,136.3 131.2 (33.1 ) 1,251.9 Due to intercompany, net 582.5 369.2 45.2 (996.9 ) — Other current liabilities 84.9 433.5 204.2 — 722.6 Income taxes payable 3.8 1.9 7.2 — 12.9 Total current liabilities 796.7 1,940.9 387.8 (1,030.0 ) 2,095.4 Long-term debt, net, excluding current portion 6,920.7 317.7 — — 7,238.4 Unfavorable lease rights, net — 149.3 — — 149.3 Deferred tax liabilities, net — 1,596.7 — (10.1 ) 1,586.6 Due to intercompany, net — 1,930.3 — (1,930.3 ) — Intercompany note payable — 1,715.2 — (1,715.2 ) — Other liabilities — 421.0 8.0 (4.4 ) 424.6 Total liabilities 7,717.4 8,071.1 395.8 (4,690.0 ) 11,494.3 Shareholders' equity 4,406.9 8,247.5 230.9 (8,478.4 ) 4,406.9 Total liabilities and equity $ 12,124.3 $ 16,318.6 $ 626.7 $ (13,168.4 ) $ 15,901.2 Condensed Consolidating Balance Sheets (Continued) August 1, 2015 Guarantor Non-Guarantor Consolidating Consolidated (in millions) Parent Subsidiaries Subsidiaries Adjustments Company ASSETS Current assets: Cash and cash equivalents $ 1,576.2 $ — $ 112.2 $ (385.9 ) $ 1,302.5 Short-term investments — — 4.0 — 4.0 Merchandise inventories, net — 2,780.5 59.3 (14.7 ) 2,825.1 Current deferred tax assets, net 0.1 79.2 6.4 (0.2 ) 85.5 Intercompany note receivable 17.1 — — (17.1 ) — Due from intercompany, net 21.6 102.3 143.1 (267.0 ) — Other current assets 39.6 273.7 (5.7 ) — 307.6 Total current assets 1,654.6 3,235.7 319.3 (684.9 ) 4,524.7 Property, plant and equipment, net — 3,110.2 41.7 — 3,151.9 Goodwill — 4,952.3 30.5 — 4,982.8 Deferred tax assets, net 0.7 — 18.0 (18.7 ) — Favorable lease rights, net — 620.8 — — 620.8 Tradename intangible asset — 3,100.0 — — 3,100.0 Other intangible assets, net — 5.7 0.7 (0.1 ) 6.3 Investment in subsidiaries 7,921.7 148.4 — (8,070.1 ) — Intercompany note receivable 732.8 — 188.8 (921.6 ) — Due from intercompany, net 1,944.7 — — (1,944.7 ) — Other assets — 144.1 39.2 (4.7 ) 178.6 Total assets $ 12,254.5 $ 15,317.2 $ 638.2 $ (11,644.8 ) $ 16,565.1 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 83.0 $ — $ — $ — $ 83.0 Accounts payable 2.1 1,409.8 141.3 (400.7 ) 1,152.5 Due to intercompany, net 75.2 156.1 35.7 (267.0 ) — Intercompany note payable — — 17.1 (17.1 ) — Other current liabilities 88.9 563.7 185.2 — 837.8 Total current liabilities 249.2 2,129.6 379.3 (684.8 ) 2,073.3 Long-term debt, net, excluding current portion 7,958.5 307.0 — — 8,265.5 Unfavorable lease rights, net — 162.4 — — 162.4 Deferred tax liabilities, net — 1,674.1 — (19.0 ) 1,655.1 Income taxes payable, long-term — 34.4 — — 34.4 Due to intercompany, net — 1,944.7 — (1,944.7 ) — Intercompany note payable — 921.6 — (921.6 ) — Other liabilities — 323.6 8.5 (4.7 ) 327.4 Total liabilities 8,207.7 7,497.4 387.8 (3,574.8 ) 12,518.1 Shareholders' equity 4,046.8 7,819.8 250.4 (8,070.0 ) 4,047.0 Total liabilities and equity $ 12,254.5 $ 15,317.2 $ 638.2 $ (11,644.8 ) $ 16,565.1 Condensed Consolidating Statements of Cash Flows 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 Condensed Consolidating Statements of Cash Flows (continued) 26 Weeks Ended August 1, 2015 Guarantor Non-Guarantor Consolidating Consolidated (in millions) Parent Subsidiaries Subsidiaries Adjustments Company Net cash provided by (used in) operating activities $ 445.0 $ 498.9 $ (5.4 ) $ (962.9 ) $ (24.4 ) Cash flows from investing activities: Capital expenditures — (164.2 ) (2.8 ) — (167.0 ) Acquisition of Family Dollar, net of common stock issued, equity compensation and cash acquired (6,832.9 ) 209.5 97.8 — (6,525.6 ) Other — (12.3 ) — — (12.3 ) Net cash provided by (used in) investing activities (6,832.9 ) 33.0 95.0 — (6,704.9 ) Cash flows from financing activities: Principal payments for long-term debt — (935.2 ) — — (935.2 ) Proceeds from long-term debt, net of discount 8,200.0 — — — 8,200.0 Net intercompany note activity (333.1 ) 316.0 17.1 — — Dividends paid — (577.0 ) — 577.0 — Debt-issuance costs (88.9 ) — — — (88.9 ) Cash paid for taxes on exercises/vesting of stock-based compensation (21.3 ) — — — (21.3 ) Other 13.9 — — — 13.9 Net cash provided by (used in) financing activities 7,770.6 (1,196.2 ) 17.1 577.0 7,168.5 Effect of exchange rate changes on cash and cash equivalents — — (0.8 ) — (0.8 ) Net (decrease) increase in cash and cash equivalents 1,382.7 (664.3 ) 105.9 (385.9 ) 438.4 Cash and cash equivalents at beginning of period 193.5 664.3 6.3 — 864.1 Cash and cash equivalents at end of period $ 1,576.2 $ — $ 112.2 $ (385.9 ) $ 1,302.5 |