CONDENSED CONSOLIDATING FINANCIAL INFORMATION

At October 29, 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 October 29, 2016
				Guarantor			Non-Guarantor			Consolidation			Consolidated
(in millions)	Parent			Subsidiaries			Subsidiaries			Adjustments			Company
Net sales	$	—		$	4,931.4		$	223.3		$	(153.1	)	$	5,001.6
Cost of sales	—			3,427.3			153.2			(99.4		)	3,481.1
Gross profit	—			1,504.1			70.1			(53.7		)	1,520.5
Selling, general and administrative expenses	2.0			1,160.2			65.2			(49.3		)	1,178.1
Operating income (loss)	(2.0		)	343.9			4.9			(4.4		)	342.4
Interest expense (income), net	96.9			17.2			(1.9		)	(0.1		)	112.1
Other (income) expense, net	4.6			(0.2		)	0.3			(4.6		)	0.1
Income (loss) before income taxes	(103.5		)	326.9			6.5			0.3			230.2
Income tax expense (benefit)	(53.1		)	111.0			0.8			(0.1		)	58.6
Equity in earnings of subsidiaries	(222.0		)	(2.7		)	—			224.7			—
Net income	171.6			218.6			5.7			(224.3		)	171.6
Other comprehensive loss	(2.5		)	(0.7		)	(2.5		)	3.3			(2.4		)
Comprehensive income	$	169.1		$	217.9		$	3.2		$	(221.0	)	$	169.2



	13 Weeks Ended October 31, 2015
				Guarantor			Non-Guarantor			Consolidation			Consolidated
(in millions)	Parent			Subsidiaries			Subsidiaries			Adjustments			Company
Net sales	$	—		$	4,899.1		$	281.1		$	(235.0	)	$	4,945.2
Cost of sales	—			3,542.7			255.8			(253.3		)	3,545.2
Gross profit	—			1,356.4			25.3			18.3			1,400.0
Selling, general and administrative expenses	17.5			1,146.6			16.2			(4.0		)	1,176.3
Operating income (loss)	(17.5		)	209.8			9.1			22.3			223.7
Interest expense (income), net	88.8			11.5			(1.8		)	(0.1		)	98.4
Other (income) expense, net	(3.7		)	1.0			(0.5		)	3.8			0.6
Income (loss) before income taxes	(102.6		)	197.3			11.4			18.6			124.7
Income tax expense (benefit)	(53.7		)	95.8			0.7			—			42.8
Equity in earnings of subsidiaries	(112.0		)	(13.5		)	—			125.5			—
Net income	63.1			115.0			10.7			(106.9		)	81.9
Other comprehensive income (loss)	(0.1		)	—			(0.1		)	0.3			0.1
Comprehensive income	$	63.0		$	115.0		$	10.6		$	(106.6	)	$	82.0

Condensed Consolidating Statements of Comprehensive Income (Continued)



	39 Weeks Ended October 29, 2016
				Guarantor			Non-Guarantor			Consolidation			Consolidated
(in millions)	Parent			Subsidiaries			Subsidiaries			Adjustments			Company
Net sales	$	—		$	14,916.6		$	638.4		$	(471.3	)	$	15,083.7
Cost of sales	—			10,385.9			524.0			(413.6		)	10,496.3
Gross profit	—			4,530.7			114.4			(57.7		)	4,587.4
Selling, general and administrative expenses	5.9			3,423.3			96.0			(56.1		)	3,469.1
Operating income (loss)	(5.9		)	1,107.4			18.4			(1.6		)	1,118.3
Interest expense (income), net	242.5			50.0			(5.7		)	(0.1		)	286.7
Other (income) expense, net	1.6			(0.5		)	0.5			(1.7		)	(0.1		)
Income (loss) before income taxes	(250.0		)	1,057.9			23.6			0.2			831.7
Income tax expense (benefit)	(117.2		)	369.9			4.6			—			257.3
Equity in earnings of subsidiaries	(707.1		)	(11.5		)	—			718.6			—
Net income	574.3			699.5			19.0			(718.4		)	574.4
Other comprehensive income	4.2			1.3			4.2			(5.5		)	4.2
Comprehensive income	$	578.5		$	700.8		$	23.2		$	(723.9	)	$	578.6



	39 Weeks Ended October 31, 2015
				Guarantor			Non-Guarantor			Consolidation			Consolidated
(in millions)	Parent			Subsidiaries			Subsidiaries			Adjustments			Company
Net sales	$	—		$	9,998.5		$	464.5		$	(329.9	)	$	10,133.1
Cost of sales	—			7,058.6			397.8			(327.4		)	7,129.0
Gross profit	—			2,939.9			66.7			(2.5		)	3,004.1
Selling, general and administrative expenses	46.9			2,335.1			44.6			(2.4		)	2,424.2
Operating income (loss)	(46.9		)	604.8			22.1			(0.1		)	579.9
Interest expense (income), net	358.5			128.3			(2.2		)	—			484.6
Other (income) expense, net	—			(0.7		)	0.3			—			(0.4		)
Income (loss) before income taxes	(405.4		)	477.2			24.0			(0.1		)	95.7
Income tax expense (benefit)	(160.5		)	198.2			4.6			—			42.3
Equity in earnings of subsidiaries	(298.2		)	(31.2		)	—			329.4			—
Net income	53.3			310.2			19.4			(329.5		)	53.4
Other comprehensive loss	(3.5		)	—			(3.5		)	3.5			(3.5		)
Comprehensive income	$	49.8		$	310.2		$	15.9		$	(326.0	)	$	49.9

Condensed Consolidating Balance Sheets



	October 29, 2016
			Guarantor			Non-Guarantor		Consolidating			Consolidated
(in millions)	Parent		Subsidiaries			Subsidiaries		Adjustments			Company
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	930.4		$	129.0	$	(325.6	)	$	733.8
Short-term investments	—		—			4.0		—			4.0
Merchandise inventories, net	—		3,222.3			47.4		4.2			3,273.9
Current deferred tax assets, net	—		(10.6		)	10.6		—			—
Due from intercompany, net	67.9		674.9			116.7		(859.5		)	—
Other current assets	117.3		209.3			5.7		(1.6		)	330.7
Total current assets	185.2		5,026.3			313.4		(1,182.5		)	4,342.4
Property, plant and equipment, net	—		3,143.5			32.8		—			3,176.3
Assets available for sale	—		11.6			—		—			11.6
Goodwill	—		4,993.1			29.8		—			5,022.9
Favorable lease rights, net	—		493.8			—		—			493.8
Tradename intangible asset	—		3,100.0			—		—			3,100.0
Other intangible assets, net	—		5.2			—		—			5.2
Investment in subsidiaries	9,107.7		102.1			—		(9,209.8		)	—
Intercompany note receivable	1,526.4		—			188.8		(1,715.2		)	—
Due from intercompany, net	1,699.1		—			—		(1,699.1		)	—
Other assets	—		42.4			4.0		(3.6		)	42.8
Total assets	$	12,518.4	$	16,918.0		$	568.8	$	(13,810.2	)	$	16,195.0
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	145.8	$	—		$	—	$	—		$	145.8
Accounts payable	325.7		1,211.7			52.1		(323.1		)	1,266.4
Due to intercompany, net	343.2		451.7			64.6		(859.5		)	—
Other current liabilities	28.8		485.6			207.6		—			722.0
Income taxes payable	3.5		(9.0		)	5.5		—			—
Total current liabilities	847.0		2,140.0			329.8		(1,182.6		)	2,134.2
Long-term debt, net, excluding current portion	6,621.7		316.3			—		—			6,938.0
Unfavorable lease rights, net	—		130.2			—		—			130.2
Deferred tax liabilities, net	1.9		1,493.6			—		—			1,495.5
Income taxes payable, long-term	—		72.3			—		—			72.3
Due to intercompany, net	—		1,699.1			—		(1,699.1		)	—
Intercompany note payable	—		1,715.2			—		(1,715.2		)	—
Other liabilities	—		372.3			8.2		(3.4		)	377.1
Total liabilities	7,470.6		7,939.0			338.0		(4,600.3		)	11,147.3
Shareholders' equity	5,047.8		8,979.0			230.8		(9,209.9		)	5,047.7
Total liabilities and equity	$	12,518.4	$	16,918.0		$	568.8	$	(13,810.2	)	$	16,195.0

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)



	October 31, 2015
			Guarantor			Non-Guarantor			Consolidating			Consolidated
(in millions)	Parent		Subsidiaries			Subsidiaries			Adjustments			Company
ASSETS
Current assets:
Cash and cash equivalents	$	851.5	$	149.1		$	106.3		$	—		$	1,106.9
Short-term investments	—		—			4.0			—			4.0
Merchandise inventories, net	—		3,156.0			47.4			(18.1		)	3,185.3
Current deferred tax assets, net	0.1		86.3			10.2			—			96.6
Intercompany note receivable	17.1		—			—			(17.1		)	—
Due from intercompany, net	21.3		188.6			192.8			(402.7		)	—
Other current assets	39.4		224.9			(5.6		)	(23.5		)	235.2
Total current assets	929.4		3,804.9			355.1			(461.4		)	4,628.0
Property, plant and equipment, net	—		3,100.0			41.0			—			3,141.0
Assets available for sale	—		10.1			—			—			10.1
Goodwill	—		4,993.6			30.5			—			5,024.1
Deferred tax assets, net	0.8		—			19.2			(0.8		)	19.2
Favorable lease rights, net	—		595.0			—			—			595.0
Tradename intangible asset	—		3,100.0			—			—			3,100.0
Other intangible assets, net	—		5.6			0.5			—			6.1
Investment in subsidiaries	8,043.7		161.9			—			(8,205.6		)	—
Intercompany note receivable	1,482.8		—			188.8			(1,671.6		)	—
Due from intercompany, net	1,946.0		—			—			(1,946.0		)	—
Other assets	—		140.8			5.1			29.6			175.5
Total assets	$	12,402.7	$	15,911.9		$	640.2		$	(12,255.8	)	$	16,699.0
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	95.5	$	—		$	—		$	—		$	95.5
Accounts payable	3.3		1,179.4			94.6			(18.0		)	1,259.3
Due to intercompany, net	126.0		174.3			102.4			(402.7		)	—
Intercompany note payable	—		—			17.1			(17.1		)	—
Other current liabilities	25.0		575.6			150.9			33.8			785.3
Income taxes payable	81.1		(42.1		)	5.5			(23.4		)	21.1
Total current liabilities	330.9		1,887.2			370.5			(427.4		)	2,161.2
Long-term debt, net, excluding current portion	7,929.8		318.2			—			—			8,248.0
Unfavorable lease rights, net	—		155.5			—			—			155.5
Deferred tax liabilities, net	—		1,635.5			—			(0.8		)	1,634.7
Income taxes payable, long-term	—		33.9			—			—			33.9
Due to intercompany, net	—		1,946.0			—			(1,946.0		)	—
Intercompany note payable	—		1,671.6			—			(1,671.6		)	—
Other liabilities	—		319.6			8.5			(4.6		)	323.5
Total liabilities	8,260.7		7,967.5			379.0			(4,050.4		)	12,556.8
Shareholders' equity	4,142.0		7,944.4			261.2			(8,205.4		)	4,142.2
Total liabilities and equity	$	12,402.7	$	15,911.9		$	640.2		$	(12,255.8	)	$	16,699.0

Condensed Consolidating Statements of Cash Flows



	39 Weeks Ended October 29, 2016
				Guarantor			Non-Guarantor			Consolidating			Consolidated
(in millions)	Parent			Subsidiaries			Subsidiaries			Adjustments			Company
Net cash provided by (used in) operating activities	$	290.0		$	660.5		$	36.1		$	(331.3	)	$	655.3
Cash flows from investing activities:
Capital expenditures	—			(450.2		)	(1.3		)	—			(451.5		)
Purchase of restricted investments	—			(36.1		)	—			—			(36.1		)
Proceeds from sale of restricted investments	—			118.1			—			—			118.1
Other	—			1.2			—			—			1.2
Net cash used in investing activities	—			(367.0		)	(1.3		)	—			(368.3		)
Cash flows from financing activities:
Principal payments for long-term debt	(3,258.5		)	—			—			—			(3,258.5		)
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
Dividends paid	—			—			(23.0		)	23.0			—
Proceeds from stock issued pursuant to stock-based compensation plans	33.3			—			—			—			33.3
Cash paid for taxes on exercises/vesting of stock-based compensation	(21.2		)	—			—			—			(21.2		)
Other	(6.1		)	—			—			—			(6.1		)
Net cash provided by (used in) financing activities	(290.0		)	—			(23.0		)	23.0			(290.0		)
Effect of exchange rate changes on cash and cash equivalents	—			—			0.7			—			0.7
Net (decrease) increase in cash and cash equivalents	—			293.5			12.5			(308.3		)	(2.3		)
Cash and cash equivalents at beginning of period	—			636.9			116.5			(17.3		)	736.1
Cash and cash equivalents at end of period	$	—		$	930.4		$	129.0		$	(325.6	)	$	733.8

Condensed Consolidating Statements of Cash Flows (continued)



	39 Weeks Ended October 31, 2015
				Guarantor			Non-Guarantor			Consolidating			Consolidated
(in millions)	Parent			Subsidiaries			Subsidiaries			Adjustments			Company
Net cash provided by (used in) operating activities	$	489.9		$	68.2		$	(10.1	)	$	(577.0	)	$	(29.0	)
Cash flows from investing activities:
Capital expenditures	—			(332.2		)	(4.3		)	—			(336.5		)
Acquisition of Family Dollar, net of common stock issued, equity compensation and cash acquired	(6,832.9		)	207.4			97.8			—			(6,527.7		)
Other	—			(12.4		)	—			—			(12.4		)
Net cash provided by (used in) investing activities	(6,832.9		)	(137.2		)	93.5			—			(6,876.6		)
Cash flows from financing activities:
Principal payments for long-term debt	(20.8		)	(935.2		)	—			—			(956.0		)
Proceeds from long-term debt, net of discount	8,200.0			—			—			—			8,200.0
Net intercompany note activity	(1,083.1		)	1,066.0			17.1			—			—
Dividends paid	—			(577.0		)	—			577.0			—
Debt-issuance costs	(90.0		)	—			—			—			(90.0		)
Cash paid for taxes on exercises/vesting of stock-based compensation	(21.5		)	—			—			—			(21.5		)
Other	16.4			—			—			—			16.4
Net cash provided by (used in) financing activities	7,001.0			(446.2		)	17.1			577.0			7,148.9
Effect of exchange rate changes on cash and cash equivalents	—			—			(0.5		)	—			(0.5		)
Net (decrease) increase in cash and cash equivalents	658.0			(515.2		)	100.0			—			242.8
Cash and cash equivalents at beginning of period	193.5			664.3			6.3			—			864.1
Cash and cash equivalents at end of period	$	851.5		$	149.1		$	106.3		$	—		$	1,106.9