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



	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)



	Year Ended January 28, 2017
				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



	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



	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