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All in the Family
                   May 25, 2011




Pershing Square Capital Management, L.P.
Disclaimer

The analyses and conclusions of Pershing Square Capital Management, L.P. ("Pershing Square") contained in
this presentation are based on publicly available information. Pershing Square recognizes that there may be
confidential information in the possession of the companies discussed in the presentation that could lead
these companies to disagree with Pershing Square’s conclusions. This presentation and the information
contained herein is not a recommendation or solicitation to buy or sell any securities.

The analyses provided may include certain statements, estimates and projections prepared with respect to,
among other things, the historical and anticipated operating performance of the companies, access to capital
markets and the values of assets and liabilities. Such statements, estimates, and projections reflect various
assumptions by Pershing Square concerning anticipated results that are inherently subject to significant
economic, competitive, and other uncertainties and contingencies and have been included solely for
illustrative purposes. No representations, express or implied, are made as to the accuracy or completeness of
such statements, estimates or projections or with respect to any other materials herein. Actual results may
vary materially from the estimates and projected results contained herein.

Funds managed by Pershing Square and its affiliates have invested in common stock of Family Dollar Stores
Inc. (“FDO”). Pershing Square manages funds that are in the business of trading – buying and selling –
securities and financial instruments. It is possible that there will be developments in the future that cause
Pershing Square to change its position regarding FDO. Pershing Square may buy, sell, cover or otherwise
change the form of its investment in FDO for any reason. Pershing Square hereby disclaims any duty to
provide any updates or changes to the analyses contained here including, without limitation, the manner or
type of any Pershing Square investment.
Family Dollar



     Ticker:
     FDO
     Stock Price:
     $54
     Market Cap:
     ~$6.6B
     EV:
     ~$6.7B
     FY2012 P/E¹:
     14x
     (August FY)




________________________________________________
Note: ¹Pershing Square EPS esimtate of $3.88                         2
      All stock prices and financials are as of May 24, 2011 close
Business Overview
Business Description


                                    Family Dollar



       Mix                Pricing                 Customers         Real Estate

■ ~65% of sales     ■ Lower prices             ■ ~55% of sales   ■ ~7,000 stores
  are consumables     than drug stores,          are to <$40k    ■ ~7k selling sq ft
■ ~13% home           gas stations, and          income            per unit
  products            grocery stores             households
                                                                 ■ $8.50/sq ft avg.
■ ~11% apparel      ■ Comparable to            ■ ~68% are over     rent, short-term
                      mass merchants             age 45            leases
■ ~11% seasonal
                    ■ Avg. basket is                             ■ ~60% of sales in
■ High velocity,      ~$10 and 4 to 5
  generally non-                                                   rural or small
                      items                                        town locations
  discretionary
  SKUs
                                           4
Value Proposition: Price and Convenience

Dollar stores offer pricing comparable to Wal-Mart in a more convenient format.
Dollar stores offer pricing comparable to Wal-Mart in a more convenient format.
Lower income customers use dollar stores as weekly fill-in trips between
Lower income customers use dollar stores as weekly fill-in trips between
supercenter destination shopping. The average FDO store visit is 8 minutes
supercenter destination shopping. The average FDO store visit is 8 minutes



       Concept                       Price Index     Store Size ('000)
       Dollar Stores                         100                     7
       Drug Stores                          ~120                    40
       Grocers                              ~115                    40
       Mass Merchants                        ~95                   125




 Wal-Mart and dollar stores can coexist. Management believes FDO has ~3%
 Wal-Mart and dollar stores can coexist. Management believes FDO has ~3%
 share of their core customer’s wallet compared to WMT’s ~35% share
 share of their core customer’s wallet compared to WMT’s ~35% share


                                       5
Share Gain in Retail

      High unit and same store sales growth have led to significant share gains for
      High unit and same store sales growth have led to significant share gains for
      the dollar store channel
      the dollar store channel



          Public Dollar Stores Share of Core Retail Sales (Rolling 4Q Avg.)


                                                   Recession                  Recession




________________________________________________
Source: Bernstein, 2009                                        6
Consistent Same Store Sales Growth

      Family Dollar, like other dollar store retailers, has consistently grown SSS over
      Family Dollar, like other dollar store retailers, has consistently grown SSS over
      the last decade even during recessions
      the last decade even during recessions

      Same Store Sales Growth

        9.0%


        8.0%


        7.0%                                                                                             Recession
                                                    Recession
        6.0%


        5.0%


        4.0%


        3.0%


        2.0%


        1.0%


        0.0%
                         1999               2000   2001   2002   2003   2004       2005   2006   2007   2008    2009   2010

________________________________________________
Note: Years are Fiscal Year Ending August
                                                                               7
Sales Mix

Consumables make up a growing percentage of Family Dollar’s sales volume.
Consumables make up a growing percentage of Family Dollar’s sales volume.
Growth in consumables is responsible for most of FDO’s recent traffic and
Growth in consumables is responsible for most of FDO’s recent traffic and
same-store sales growth
same-store sales growth


Sales by Category                           Consumables Sales Mix
             Seasonal &
          Electronics, 11%   Consumables,   67.0%
     Apparel and                 65%
     Accessories,                           65.0%
        11%

                                            63.0%


Home Products,                              61.0%
    13%

                                            59.0%

                                            57.0%
                                                        2007        2008   2009   2010




                                                    8
Substantial Long-Term Growth Opportunity

      The three major dollar store retail chains (Family Dollar, Dollar General, Dollar
      The three major dollar store retail chains (Family Dollar, Dollar General, Dollar
      Tree) operate ~20k units today. We believe there is room for 10k to 12k
      Tree) operate ~20k units today. We believe there is room for 10k to 12k
      additional stores¹ or a decade of store growth at the current industry build rate
      additional stores¹ or a decade of store growth at the current industry build rate




________________________________________________
Source: ¹For research see Morgan Stanley, 2010; Bernstein, 2009; Dollar General management comments   9
         Map: UBS, 2010
High Rates of Return on
Capital
Historical Returns on Capital
      Family Dollar has a strong track record of earning high returns on capital
      Family Dollar has a strong track record of earning high returns on capital


          Percent Return on Capital (without capitalizing leases)

          30.0%

          25.0%
                                                                                            20% Avg.

          20.0%

          15.0%

          10.0%

             5.0%

             0.0%
                                 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

________________________________________________
Note: Years are Fiscal Year Ending August
      ROIC Defined as: (Taxed EBIT)/Average (Assets – Cash – A/P – Accrued Expenses)   11
Shareholder-Oriented Capital Allocation Strategy
In FY2011, Family Dollar plans to invest $300-$350mm of capex and repurchase
In FY2011, Family Dollar plans to invest $300-$350mm of capex and repurchase
nearly $750mm of stock
nearly $750mm of stock

  New Store Growth (~$60mm Capex, ~$15mm SG&A):
      300 new store openings and 80-100 store closings, 3% net growth
      Long-term, management expects to grow store count 5-7% annually

  Store Renovation Program (~$60mm Capex, ~$30mm SG&A):
      Over 800 stores in FY2011
      Going forward, management expects to renovate 1,000+ stores per year

  Share Repurchases & Dividends:
      Management has committed to buyback $750mm of shares by fall 2011
      FDO raised its dividend this year to $.72/share ($85mm)



                                      12
New Unit Growth
      New unit growth is accelerating after a pause that allowed management to
      New unit growth is accelerating after a pause that allowed management to
      refocus on improving core operations. Management now believes that with the
      refocus on improving core operations. Management now believes that with the
      current model FDO can grow units 5-7% per year by FY2013
      current model FDO can grow units 5-7% per year by FY2013

                  Ending Unit Count
                                                                                                                                          14.0%
                   7,500

                                                                                                                                          12.0%



                                                                                                                                          10.0%




                                                                                                                                                  % Annual Growth
                   5,000
                                                                                                                                          8.0%
                                                                                                             Accelerating to
     # Units




                                                                                                             5% -7% growth
                                                                                                                                          6.0%


                   2,500
                                                                                                                                          4.0%



                                                                                                                                          2.0%


                       -                                                                                                                  0.0%
                                  1999         2000   2001   2002 2003   2004   2005   2006   2007   2008   2009 2010 2011E 2012E 2013E

________________________________________________
                                                                                              13
Note: Years are Fiscal Year Ending August
New Unit Economics
New units are generally inexpensive to build and highly profitable. On average,
New units are generally inexpensive to build and highly profitable. On average,
units are 90% productive in their first year
units are 90% productive in their first year



            Estimated New Store Investment
            Capex                                 $ 200,000
            SG&A                                     50,000
            Inventory, net                           75,000
            Estimated Investment                  $ 325,000

            New Store Earnings                       Low        High
            Mature Revenue                        $1,200,000 $1,200,000
            Estimated Mature 4-wall EBIT Margin       10.00%     15.00%
            Estimated EBIT                        $ 120,000 $ 180,000

            % Pre-Tax Return                            37%        55%




                                           14
High Return on Renovation Capital
Management began an ambitious renovation program this year. While the
Management began an ambitious renovation program this year. While the
company has not disclosed detailed data, it has revealed that renovated stores
company has not disclosed detailed data, it has revealed that renovated stores
achieve at least a 10% sales lift
achieve at least a 10% sales lift

                            Renovation ROIC Estimate

     Capex                         $    77,000
     SG&A                               38,000
     Estimated Investment          $   115,000

                                       Low         Mid        High
     Base Store Sales              $ 1,200,000 $ 1,200,000 $ 1,200,000       Lower than
                                                                          company average
     Sales Lift %                       10.00%      12.50%      15.00%
                                                                         (35.7%) to account
     Incremental Gross Margin           30.00%      30.00%      30.00%      for increased
     Estimated Incremental EBIT         36,000      45,000      54,000    consumables mix

     % Pre-Tax Return                     31%          39%        47%




FDO plans to renovate 6,000 stores
FDO plans to renovate 6,000 stores
                                            15
Productivity Opportunity
Family Dollar vs. Dollar General
 In many ways, Family Dollar and Dollar General are very similar companies:
 In many ways, Family Dollar and Dollar General are very similar companies:




   Number of Stores            ~7,000                ~9,500


   Sales per Store            ~$1.2mm               ~$1.4mm


   Size of Average Store       ~7k sqft              ~7k sqft


   Consumables Mix              65%                   72%


   Properties                  Leased,               Leased,
                             Mostly rural          Mostly rural
                             & suburban            & suburban




Despite these similarities, the two business’ performance has diverged…
Despite these similarities, the two business’ performance has diverged…
Family Dollar vs. Dollar General (Cont.)
     For many years, the two companies had very similar performance:
     For many years, the two companies had very similar performance:


    EBIT per square foot


     $14.00                      Dollar General
                                 Dollar General                 Family Dollar
                                 Family Dollar
     $12.00

     $10.00

       $8.00

       $6.00

       $4.00

       $2.00

         $-
                           2000                   2001          2002      2003        2004   2005   2006



________________________________________________
Note: Family Dollar results are calendarized to year end Feb.                    18
Family Dollar vs. Dollar General (Cont.)
     In July 2007, KKR bought Dollar General. Less than four years later, let’s
     In July 2007, KKR bought Dollar General. Less than four years later, let’s
     compare the two companies:
     compare the two companies:

    EBIT per square foot


   $25.00
                                        Dollar General
                                        Dollar General                 Family Dollar
                                         Family Dollar
   $20.00
                                                                                               KKR Buyout
                                                                                                July 2007
   $15.00


   $10.00


     $5.00


       $-
                      2000           2001           2002        2003   2004    2005     2006     2007       2008   2009   2010



________________________________________________
Note: Family Dollar results are calendarized to year end Feb.                      19
And the Winner is: Dollar General



    EBIT per square foot


   $25.00
                                        Dollar General
                                        Dollar General                 Family Dollar
                                         Family Dollar
   $20.00
                                                                                               KKR Buyout                            37%
                                                                                                July 2007                        Performance
   $15.00
                                                                                                                                     Gap

   $10.00


     $5.00


       $-
                      2000           2001           2002        2003   2004    2005     2006     2007       2008   2009   2010



________________________________________________
Note: Family Dollar results are calendarized to year end Feb.                      20
Productivity Gap
     Family Dollar’s lower profitability is a result of both lower sales per square foot
     Family Dollar’s lower profitability is a result of both lower sales per square foot
     growth and lower margins
     growth and lower margins


                                      Sales Per Square Foot                                                          EBIT Margin

                              FDO 8% lower                             FDO 15% lower                   FDO 70bps higher          FDO 250bps lower
                                                                                               11.0%
           $220

                                                                        DG                                                         DG
           $200                                                                                10.0%


                                                                                               9.0%
           $180                                                                     FDO                             FDO
                             DG
           $160                                                                                8.0%     DG                                     FDO
                                             FDO
           $140                                                                                7.0%


           $120                                                                                6.0%


           $100                                                                                5.0%
                                     2003                                    2010                            2003                       2010
                                       Dollar General                   Family Dollar                           Dollar General      Family Dollar


________________________________________________
Note: 2003 Family Dollar results are calendarized year end Feb. 2004                      21
Relative Margin Trends
     Under KKR’s ownership, Dollar General has dramatically improved margins
     Under KKR’s ownership, Dollar General has dramatically improved margins

    EBIT Margin



  12.00%
                                      Dollar General
                                      Dollar General                   Family Dollar
                                      Family Dollar
  10.00%

                                                                                              KKR Buyout
    8.00%
                                                                                               July 2007

    6.00%


    4.00%


    2.00%


    0.00%
                      2000            2001           2002       2003     2004    2005       2006   2007    2008   2009   2010

________________________________________________
Note: Family Dollar results are calendarized to year end Feb.                          22
Relative Sales Trends
After years of similar SSS results, since the KKR deal, Dollar General has
After years of similar SSS results, since the KKR deal, Dollar General has
grown at a much faster rate than Family Dollar
grown at a much faster rate than Family Dollar

 Same Store Sales



10.00%
                               Dollar General
                              Dollar General                      Family Dollar
  9.00%                       Family Dollar
  8.00%
  7.00%                                                                               KKR Buyout
                                                                                       July 2007
  6.00%
  5.00%
  4.00%
  3.00%
  2.00%
  1.00%
  0.00%
                    2000           2001           2002          2003   2004   2005   2006   2007   2008   2009   2010

________________________________________________
                                                                              23
Note: Family Dollar results are calendarized to year end Feb.
Dollar General Post KKR

Despite similar sales mix, geography, unit count, and store size:
Despite similar sales mix, geography, unit count, and store size:
Dollar General has -
Dollar General has -

    Higher sales per square foot


    Higher margins


    Faster profit growth




                                 24
Management is Working to
Close the Gap
FDO is Playing Catch Up

FDO has launched gross margin enhancement initiatives that are similar to the
FDO has launched gross margin enhancement initiatives that are similar to the
ones DG has successfully implemented
ones DG has successfully implemented

 Private Label Penetration
      Dollar General’s consumable private label penetration is ~22%
      Family Dollar’s consumable private label penetration is ~14%
      Family Dollar’s goal is to get to 20%

 Global Sourcing
      Bypassing a broker and directly sourcing unlabeled and private labeled goods can offer
      1,000bps to 1,500bps of margin improvement
      Currently, only 9% of FDO’s goods are directly imported. We believe this number could
      approach 15% in the future

  Improved Pricing
      FDO recently implemented sophisticated pricing software allowing management to better
      manage regional pricing zones and elasticity data
  Reduced Shrink
                                              26
FDO is Playing Catch Up (cont).
    We estimate FDO will benefit significantly from its gross margin initiatives
    We estimate FDO will benefit significantly from its gross margin initiatives

                                                                                        Estimated Gap
                                                                                                                   2010   Potential
                                       Global Sourcing                                                                 9%     15%
                                       Private Label - Consumables                                                    14%     20%

                                                                      Estimated Margin Improvement
                                                                      % of Sales         Delta                                Total
                                       Global Sourcing                        6% 1250 bps                                    75 bps
                                       Private Label - Consumables            4% 1250 bps                                    50 bps
                                       Shrink, Pricing                                                                      100 bps
                                       Offsets - Private label reinvestment, inflation, mix                                       ?
                                       Total                                                                               <225 bps




         FDO’s substantial gross margin opportunity and high percentage of sales in low-
         priced necessities, provide a margin of safety against commodities inflation

________________________________________________
                                                                                                    27
Note: Consumables are ~2/3 of sales – a 6% change in consumables sales corresponds to a 4% change in total sales
SG&A: Highly Leverageable
Two thirds of Family Dollar’s SG&A expense is composed of occupancy and
Two thirds of Family Dollar’s SG&A expense is composed of occupancy and
store payroll costs, which are highly leverageable. Management believes core
store payroll costs, which are highly leverageable. Management believes core
SG&A costs, excluding growth initiatives, will grow modestly at 2 to 3% per
SG&A costs, excluding growth initiatives, will grow modestly at 2 to 3% per
year
year
SG&A Composition (FY 2009)




                                                            SG&A includes ~$45mm
                                                            (~50bps of sales) of
                                                            renovation and new store
                                                            pre-opening expense




                                      28
Sales Growth Opportunity
Family Dollar has several initiatives in place to support management’s 4-6%
Family Dollar has several initiatives in place to support management’s 4-6%
medium-term SSS growth guidance
medium-term SSS growth guidance

  Expanded hours
      FDO completed its expanded hours rollout Q2 FY2010

  New store growth and renovations
      Could contribute 1.5% to 2.0% SSS at the current build rate
         New stores can contribute a ~10% comp in the second year
         Renovated stores are growing SSS at a double digit rate

  New fixtures to support continued consumables growth
      FDO’s consumable mix trails DG by ~700bps

  Managing to lower stock outs

  Improved marketing

                                      29
Valuation
FDO Shares are Cheap

       What you get                       What you pay

  Stable, secular sales
  growth                              A modest forward multiple
                                      on consensus numbers
  The opportunity to invest in        (7.6% EBIT margin)
  an existing store base at
  high rates of return                   14.7x FY2012 EPS
                                         ………(August)
  10+ years of high return
  new unit growth

                                      Nothing – FDO trades at
                                      nearly the same consensus
  The option that FDO closes          forward EBIT multiple as
  a large productivity gap            DG (~9x), a company with
  with its closest competitor,        similar growth prospects,
  Dollar General                      excluding the productivity
                                      gap

                                 31
What Is the Productivity Gap Opportunity Worth?
    If Family Dollar’s square footage were as productive as Dollar General’s, the
    If Family Dollar’s square footage were as productive as Dollar General’s, the
    company would earn ~$6 of EPS and be worth ~$90 per share at a 15x P/E
    company would earn ~$6 of EPS and be worth ~$90 per share at a 15x P/E


                                                                                      Consensus

                                                                                    DG      FDO      % Diff '12 EPS
     FY 2012 Sales/sqft                                                           $   210 $    180      17% $ 0.65
     FY 2012 EBIT Margin                                                            10.5%     7.6%      38%     1.46
     EBIT/sqft                                                                    $ 22.05 $ 13.65       62% $ 2.36

     FY 2012 EPS - Consensus                                                                                $   3.68
     FY 2012 EPS - Pro Forma                                                                                $   6.03

     Price at 15x EPS (Including 1.5yrs of dividends)                                                       $    92
     % Return                                                                                                   70%




________________________________________________
Note: Estimates for DG are FY ending Jan. 2013, and for FDO FY ending Aug. 2012       32
What if FDO only Partly Closes the Gap?



                                                                                         % of DG Profit Gap Closed
          FDO 2012 EBIT Build                                                             0%       50%       100%
          2012 Selling Sqft (mm)                                                             51         51        51
          Sales/sqft                                                                   $    180 $     195 $      210
          EBIT Margin                                                                      7.6%      9.1%      10.5%
          Pro Forma FY 2012 EBIT                                                       $    692 $     893 $ 1,118

          Pro Forma FY 2012 EPS                                                        $   3.68 $   4.79 $     6.03
          2012 P/E                                                                         14.7x    11.3x       8.9x

          Price @ 15x EPS                                                              $    56 $      73 $      92
          % Return                                                                          4%       35%       70%




________________________________________________
Note: Estimates for DG are FY ending Jan. 2013, and for FDO FY ending Aug. 2012
      Price includes 1.5yr of dividends                                           33
Strategic Alternatives
FDO is Under Pressure to Perform

Disappointing first quarter results and the rejection of Trian’s $55 - $60 per
JCP shares arefirst quarter since early 2007. At this point, cash$55 balance sheet
Disappointing down 75% results and the rejection of Trian’s on - $60 per
share offer have raised shareholder’s performance expectations
share offer have raised shareholder’s performance expectations

 Historical Stock Price


  $60
                                                   Trian makes a hostile          Board rejects
                                                   offer between $55 - $60        Trian’s offer
  $55


  $50
                    Trian Files 13-D
  $45
                                                                                     Trian files a letter
                                                                                     urging management to
  $40                                                  Management                    accept its offer or
                                                       reports Q1 earnings           commit to closing the
  $35                                                  and reduces top end           performance gap with
                                                       of FY2011 guidance            Dollar General
  $30


  $25


  $20
   1/4/2010       4/4/2010             7/4/2010   10/4/2010            1/4/2011       4/4/2011

                                                  35
Family Dollar’s Shareholder Base is Changing
   Since Trian’s February 15th bid, the shareholder base has changed to more
   Since Trian’s February 15th bid, the shareholder base has changed to more
   opportunistic investors:
   opportunistic investors:
                                                                            Change Since
       Holder Name                             Shares Held   % Of Company        12/31/10

       TRIAN FUNDS                                   9,966           8.2%          1,130    Pershing Square
       HOWARD LEVINE (CEO)                           9,691           7.9%              0    purchased its position
       PERSHING SQUARE CAPITAL MGMT                  8,369           6.9%          8,369    starting in February at
       VANGUARD GROUP INC                            6,725           5.5%             36    prices between $43 and
       BANK OF AMERICA CORP                          5,654           4.6%           (498)
                                                                                            $54
       LONE PINE CAPITAL                             5,633           4.6%            900
       FRANKLIN RESOURCES                            5,288           4.3%            208
       STATE STREET CORP                             4,661           3.8%           (167)
       CREDIT SUISSE AG                              4,657           3.8%            489
       PAULSON & CO                                  3,455           2.8%          3,455
       BLACKROCK                                     3,272           2.7%            228
       INTECH INVESTMENT                             3,164           2.6%            824
       ADAGE CAPITAL                                 2,448           2.0%           (970)
       BANK OF NEW YORK                              2,248           1.8%            528
       YORK CAPITAL MANAGEMENT                       1,962           1.6%          1,962
       ETON PARK CAPITAL                             1,782           1.5%          1,782
       RENAISSANCE TECHNOLOGY                        1,782           1.5%           (602)
       D E SHAW & COMPANY                            1,476           1.2%         (1,248)
       NORTHERN TRUST                                1,350           1.1%            (93)




    FDO has implemented a poison pill at 9.9% that expires on March 2, 2012.
    FDO has implemented a poison pill at 9.9% that expires on March 2, 2012.
________________________________________________                    36
Note: Pershing Shares as of May 24, 2011
There are Multiple Ways to Achieve Full Value:

  Current management
     Operational Opportunity
       Margin improvement initiatives and renovation program
     Capital Structure Opportunity
        FDO remains under leveraged. A leveraged buy back would
        create meaningful value for shareholders

  Sale of the company
     Strategic Buyer
         Another retailer would bring synergies to the combined company
         and possibly accelerate the closing of the productivity gap
     Financial Buyer
        A private equity firm could optimize the capital structure and work
        with management to improve the business
                                   37
How Accretive Would a Leveraged Buy Back be?
If FDO raised an incremental $1.5bn of debt, bought back stock at $60, and
If FDO raised an incremental $1.5bn of debt, bought back stock at $60, and
closed only half the productivity gap, the company would earn ~$5.50 of 2012
closed only half the productivity gap, the company would earn ~$5.50 of 2012
EPS and trade in the high $70s at a 14x P/E
EPS and trade in the high $70s at a 14x P/E
             Leveraged Buy Back Accretion Analysis:
             Incremental Debt Raised ($mm)    $     1,000   $   1,500   $   2,000

             Base EPS: Consensus
             FY2012 EPS                        $     3.91   $    4.04   $    4.19
              Accretion                        $     0.23   $    0.37   $    0.51

             Value per share at 14x EPS        $      55    $     57    $     59

             Base EPS: Pro Forma Closing 50% of Productivity Gap
             FY2012 EPS                      $     5.22 $      5.47     $    5.76
              Accretion                      $     0.42 $      0.68     $    0.96

             Value per share at 14x EPS        $      73    $     77    $     81

             Assumptions:
             Incremental Debt Raised            $   1,000 $     1,500 $     2,000
             Total Net Debt (End FY2011)            1,385       1,885       2,385
             Net Debt/EBITDAR                         3.8x        4.2x        4.6x
             Assumed Cost of Total Debt (Gross)      5.6%        5.9%        6.1%


 Trian has sourced $5bn dollars of debt financing for their proposed deal
 Trian has sourced $5bn dollars of debt financing for their proposed deal
                                    38
What Could a Strategic Buyer Pay?
A strategic buyer could justifiably pay a ~50% premium to market
A strategic buyer could justifiably pay a ~50% premium to market


                                               Low     Mid     High
  Credit for Productivity Gap (% of total)       25%     50%      75%
   $ Value per share @15x EPS                $     9 $    18 $     27                ~15% of SG&A is
                                                                                   corporate expenses.
  Reduction in Overhead                          20.0%         30.0%      40.0%   Distribution expense is
  % Shared with Seller                           50.0%         50.0%      50.0%   also a potential source
                                                                                     of SG&A synergy
   $ Value per share @15x EPS                $       3 $           5 $        6

  Gross Margin Expansion                          0.5%          1.0%       1.5%       Possible COGS
  % Shared with Seller                           50.0%         50.0%      50.0%     synergies include:
                                                                                   consolidating direct
   $ Value per share @15x EPS                $       2 $           4 $        6
                                                                                   sourcing operations,
                                                                                   private label brands,
  Total $ Premium to Market                  $         14 $      26 $       38      and national brand
  % Premium to Market                                 26%       48%        71%         buyer power


  Implied Takeout Price                      $        68   $     80   $     92


                                                 39
Financial Sponsor’s Economics
A financial buyer could pay 40% to 55% above the current stock price and still
A financial buyer could pay 40% to 55% above the current stock price and still
earn a high teens to low 20s% rate of return over four years
earn a high teens to low 20s% rate of return over four years


   IRR Sensitivity (2015 Exit)

                                     Exit EBITDA Multiple (FY2016)
                            40.3%     7.0x     7.5x      8.0x      8.5x
                     $ 67     9.5x   24%       27%       30%      33%
    Entry Multiple




                       70    10.0x   21%       24%       26%      29%
      (FY2012)
       EBITDA




                       74    10.5x   17%       20%       23%      26%
                       78    11.0x   15%       17%       20%      23%
                       81    11.5x   12%       15%       17%      20%
                       85    12.0x   10%       13%       15%      17%
                       88    12.5x     8%      10%       13%      15%


 Returns assume a 10% terminal EBIT margin, $230 sales sqft in 2015, and
 Returns assume a 10% terminal EBIT margin, $230 sales sqft in 2015, and
 $5bn of leverage (7x FY2011 EBITDAR) at 7.5%
 $5bn of leverage (7x FY2011 EBITDAR) at 7.5%
                                         40
Valuation Summary
       Even if we’re wrong on both the value of the standalone operating opportunity and the
       Even if we’re wrong on both the value of the standalone operating opportunity and the
       transaction value, we believe shareholders will still make money owning FDO due to the
       transaction value, we believe shareholders will still make money owning FDO due to the
       company’s attractive growth opportunities and modest forward earnings multiple
       company’s attractive growth opportunities and modest forward earnings multiple

                               $100

                                $95

                                $90

                                $85

                                $80

                                $75

                                $70

                                $65

                                $60
                                                                                        Trian Bid
                                $55
                                                                                                    Current Stock Price
                                $50
                                         Operating        Operating   Strategic Buyer    LBO
                                       Improvements Improvements
                                      (50% to 100%¹) & (50% to 100%¹)
                                      $1.5bn Buy Back

                                           Decreasing Timing and Execution Risk
¹% of performance gap closed

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All in the family ira sohn conference.2011

  • 1. All in the Family May 25, 2011 Pershing Square Capital Management, L.P.
  • 2. Disclaimer The analyses and conclusions of Pershing Square Capital Management, L.P. ("Pershing Square") contained in this presentation are based on publicly available information. Pershing Square recognizes that there may be confidential information in the possession of the companies discussed in the presentation that could lead these companies to disagree with Pershing Square’s conclusions. This presentation and the information contained herein is not a recommendation or solicitation to buy or sell any securities. The analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical and anticipated operating performance of the companies, access to capital markets and the values of assets and liabilities. Such statements, estimates, and projections reflect various assumptions by Pershing Square concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. No representations, express or implied, are made as to the accuracy or completeness of such statements, estimates or projections or with respect to any other materials herein. Actual results may vary materially from the estimates and projected results contained herein. Funds managed by Pershing Square and its affiliates have invested in common stock of Family Dollar Stores Inc. (“FDO”). Pershing Square manages funds that are in the business of trading – buying and selling – securities and financial instruments. It is possible that there will be developments in the future that cause Pershing Square to change its position regarding FDO. Pershing Square may buy, sell, cover or otherwise change the form of its investment in FDO for any reason. Pershing Square hereby disclaims any duty to provide any updates or changes to the analyses contained here including, without limitation, the manner or type of any Pershing Square investment.
  • 3. Family Dollar Ticker: FDO Stock Price: $54 Market Cap: ~$6.6B EV: ~$6.7B FY2012 P/E¹: 14x (August FY) ________________________________________________ Note: ¹Pershing Square EPS esimtate of $3.88 2 All stock prices and financials are as of May 24, 2011 close
  • 5. Business Description Family Dollar Mix Pricing Customers Real Estate ■ ~65% of sales ■ Lower prices ■ ~55% of sales ■ ~7,000 stores are consumables than drug stores, are to <$40k ■ ~7k selling sq ft ■ ~13% home gas stations, and income per unit products grocery stores households ■ $8.50/sq ft avg. ■ ~11% apparel ■ Comparable to ■ ~68% are over rent, short-term mass merchants age 45 leases ■ ~11% seasonal ■ Avg. basket is ■ ~60% of sales in ■ High velocity, ~$10 and 4 to 5 generally non- rural or small items town locations discretionary SKUs 4
  • 6. Value Proposition: Price and Convenience Dollar stores offer pricing comparable to Wal-Mart in a more convenient format. Dollar stores offer pricing comparable to Wal-Mart in a more convenient format. Lower income customers use dollar stores as weekly fill-in trips between Lower income customers use dollar stores as weekly fill-in trips between supercenter destination shopping. The average FDO store visit is 8 minutes supercenter destination shopping. The average FDO store visit is 8 minutes Concept Price Index Store Size ('000) Dollar Stores 100 7 Drug Stores ~120 40 Grocers ~115 40 Mass Merchants ~95 125 Wal-Mart and dollar stores can coexist. Management believes FDO has ~3% Wal-Mart and dollar stores can coexist. Management believes FDO has ~3% share of their core customer’s wallet compared to WMT’s ~35% share share of their core customer’s wallet compared to WMT’s ~35% share 5
  • 7. Share Gain in Retail High unit and same store sales growth have led to significant share gains for High unit and same store sales growth have led to significant share gains for the dollar store channel the dollar store channel Public Dollar Stores Share of Core Retail Sales (Rolling 4Q Avg.) Recession Recession ________________________________________________ Source: Bernstein, 2009 6
  • 8. Consistent Same Store Sales Growth Family Dollar, like other dollar store retailers, has consistently grown SSS over Family Dollar, like other dollar store retailers, has consistently grown SSS over the last decade even during recessions the last decade even during recessions Same Store Sales Growth 9.0% 8.0% 7.0% Recession Recession 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 ________________________________________________ Note: Years are Fiscal Year Ending August 7
  • 9. Sales Mix Consumables make up a growing percentage of Family Dollar’s sales volume. Consumables make up a growing percentage of Family Dollar’s sales volume. Growth in consumables is responsible for most of FDO’s recent traffic and Growth in consumables is responsible for most of FDO’s recent traffic and same-store sales growth same-store sales growth Sales by Category Consumables Sales Mix Seasonal & Electronics, 11% Consumables, 67.0% Apparel and 65% Accessories, 65.0% 11% 63.0% Home Products, 61.0% 13% 59.0% 57.0% 2007 2008 2009 2010 8
  • 10. Substantial Long-Term Growth Opportunity The three major dollar store retail chains (Family Dollar, Dollar General, Dollar The three major dollar store retail chains (Family Dollar, Dollar General, Dollar Tree) operate ~20k units today. We believe there is room for 10k to 12k Tree) operate ~20k units today. We believe there is room for 10k to 12k additional stores¹ or a decade of store growth at the current industry build rate additional stores¹ or a decade of store growth at the current industry build rate ________________________________________________ Source: ¹For research see Morgan Stanley, 2010; Bernstein, 2009; Dollar General management comments 9 Map: UBS, 2010
  • 11. High Rates of Return on Capital
  • 12. Historical Returns on Capital Family Dollar has a strong track record of earning high returns on capital Family Dollar has a strong track record of earning high returns on capital Percent Return on Capital (without capitalizing leases) 30.0% 25.0% 20% Avg. 20.0% 15.0% 10.0% 5.0% 0.0% 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 ________________________________________________ Note: Years are Fiscal Year Ending August ROIC Defined as: (Taxed EBIT)/Average (Assets – Cash – A/P – Accrued Expenses) 11
  • 13. Shareholder-Oriented Capital Allocation Strategy In FY2011, Family Dollar plans to invest $300-$350mm of capex and repurchase In FY2011, Family Dollar plans to invest $300-$350mm of capex and repurchase nearly $750mm of stock nearly $750mm of stock New Store Growth (~$60mm Capex, ~$15mm SG&A): 300 new store openings and 80-100 store closings, 3% net growth Long-term, management expects to grow store count 5-7% annually Store Renovation Program (~$60mm Capex, ~$30mm SG&A): Over 800 stores in FY2011 Going forward, management expects to renovate 1,000+ stores per year Share Repurchases & Dividends: Management has committed to buyback $750mm of shares by fall 2011 FDO raised its dividend this year to $.72/share ($85mm) 12
  • 14. New Unit Growth New unit growth is accelerating after a pause that allowed management to New unit growth is accelerating after a pause that allowed management to refocus on improving core operations. Management now believes that with the refocus on improving core operations. Management now believes that with the current model FDO can grow units 5-7% per year by FY2013 current model FDO can grow units 5-7% per year by FY2013 Ending Unit Count 14.0% 7,500 12.0% 10.0% % Annual Growth 5,000 8.0% Accelerating to # Units 5% -7% growth 6.0% 2,500 4.0% 2.0% - 0.0% 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011E 2012E 2013E ________________________________________________ 13 Note: Years are Fiscal Year Ending August
  • 15. New Unit Economics New units are generally inexpensive to build and highly profitable. On average, New units are generally inexpensive to build and highly profitable. On average, units are 90% productive in their first year units are 90% productive in their first year Estimated New Store Investment Capex $ 200,000 SG&A 50,000 Inventory, net 75,000 Estimated Investment $ 325,000 New Store Earnings Low High Mature Revenue $1,200,000 $1,200,000 Estimated Mature 4-wall EBIT Margin 10.00% 15.00% Estimated EBIT $ 120,000 $ 180,000 % Pre-Tax Return 37% 55% 14
  • 16. High Return on Renovation Capital Management began an ambitious renovation program this year. While the Management began an ambitious renovation program this year. While the company has not disclosed detailed data, it has revealed that renovated stores company has not disclosed detailed data, it has revealed that renovated stores achieve at least a 10% sales lift achieve at least a 10% sales lift Renovation ROIC Estimate Capex $ 77,000 SG&A 38,000 Estimated Investment $ 115,000 Low Mid High Base Store Sales $ 1,200,000 $ 1,200,000 $ 1,200,000 Lower than company average Sales Lift % 10.00% 12.50% 15.00% (35.7%) to account Incremental Gross Margin 30.00% 30.00% 30.00% for increased Estimated Incremental EBIT 36,000 45,000 54,000 consumables mix % Pre-Tax Return 31% 39% 47% FDO plans to renovate 6,000 stores FDO plans to renovate 6,000 stores 15
  • 18. Family Dollar vs. Dollar General In many ways, Family Dollar and Dollar General are very similar companies: In many ways, Family Dollar and Dollar General are very similar companies: Number of Stores ~7,000 ~9,500 Sales per Store ~$1.2mm ~$1.4mm Size of Average Store ~7k sqft ~7k sqft Consumables Mix 65% 72% Properties Leased, Leased, Mostly rural Mostly rural & suburban & suburban Despite these similarities, the two business’ performance has diverged… Despite these similarities, the two business’ performance has diverged…
  • 19. Family Dollar vs. Dollar General (Cont.) For many years, the two companies had very similar performance: For many years, the two companies had very similar performance: EBIT per square foot $14.00 Dollar General Dollar General Family Dollar Family Dollar $12.00 $10.00 $8.00 $6.00 $4.00 $2.00 $- 2000 2001 2002 2003 2004 2005 2006 ________________________________________________ Note: Family Dollar results are calendarized to year end Feb. 18
  • 20. Family Dollar vs. Dollar General (Cont.) In July 2007, KKR bought Dollar General. Less than four years later, let’s In July 2007, KKR bought Dollar General. Less than four years later, let’s compare the two companies: compare the two companies: EBIT per square foot $25.00 Dollar General Dollar General Family Dollar Family Dollar $20.00 KKR Buyout July 2007 $15.00 $10.00 $5.00 $- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 ________________________________________________ Note: Family Dollar results are calendarized to year end Feb. 19
  • 21. And the Winner is: Dollar General EBIT per square foot $25.00 Dollar General Dollar General Family Dollar Family Dollar $20.00 KKR Buyout 37% July 2007 Performance $15.00 Gap $10.00 $5.00 $- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 ________________________________________________ Note: Family Dollar results are calendarized to year end Feb. 20
  • 22. Productivity Gap Family Dollar’s lower profitability is a result of both lower sales per square foot Family Dollar’s lower profitability is a result of both lower sales per square foot growth and lower margins growth and lower margins Sales Per Square Foot EBIT Margin FDO 8% lower FDO 15% lower FDO 70bps higher FDO 250bps lower 11.0% $220 DG DG $200 10.0% 9.0% $180 FDO FDO DG $160 8.0% DG FDO FDO $140 7.0% $120 6.0% $100 5.0% 2003 2010 2003 2010 Dollar General Family Dollar Dollar General Family Dollar ________________________________________________ Note: 2003 Family Dollar results are calendarized year end Feb. 2004 21
  • 23. Relative Margin Trends Under KKR’s ownership, Dollar General has dramatically improved margins Under KKR’s ownership, Dollar General has dramatically improved margins EBIT Margin 12.00% Dollar General Dollar General Family Dollar Family Dollar 10.00% KKR Buyout 8.00% July 2007 6.00% 4.00% 2.00% 0.00% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 ________________________________________________ Note: Family Dollar results are calendarized to year end Feb. 22
  • 24. Relative Sales Trends After years of similar SSS results, since the KKR deal, Dollar General has After years of similar SSS results, since the KKR deal, Dollar General has grown at a much faster rate than Family Dollar grown at a much faster rate than Family Dollar Same Store Sales 10.00% Dollar General Dollar General Family Dollar 9.00% Family Dollar 8.00% 7.00% KKR Buyout July 2007 6.00% 5.00% 4.00% 3.00% 2.00% 1.00% 0.00% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 ________________________________________________ 23 Note: Family Dollar results are calendarized to year end Feb.
  • 25. Dollar General Post KKR Despite similar sales mix, geography, unit count, and store size: Despite similar sales mix, geography, unit count, and store size: Dollar General has - Dollar General has - Higher sales per square foot Higher margins Faster profit growth 24
  • 26. Management is Working to Close the Gap
  • 27. FDO is Playing Catch Up FDO has launched gross margin enhancement initiatives that are similar to the FDO has launched gross margin enhancement initiatives that are similar to the ones DG has successfully implemented ones DG has successfully implemented Private Label Penetration Dollar General’s consumable private label penetration is ~22% Family Dollar’s consumable private label penetration is ~14% Family Dollar’s goal is to get to 20% Global Sourcing Bypassing a broker and directly sourcing unlabeled and private labeled goods can offer 1,000bps to 1,500bps of margin improvement Currently, only 9% of FDO’s goods are directly imported. We believe this number could approach 15% in the future Improved Pricing FDO recently implemented sophisticated pricing software allowing management to better manage regional pricing zones and elasticity data Reduced Shrink 26
  • 28. FDO is Playing Catch Up (cont). We estimate FDO will benefit significantly from its gross margin initiatives We estimate FDO will benefit significantly from its gross margin initiatives Estimated Gap 2010 Potential Global Sourcing 9% 15% Private Label - Consumables 14% 20% Estimated Margin Improvement % of Sales Delta Total Global Sourcing 6% 1250 bps 75 bps Private Label - Consumables 4% 1250 bps 50 bps Shrink, Pricing 100 bps Offsets - Private label reinvestment, inflation, mix ? Total <225 bps FDO’s substantial gross margin opportunity and high percentage of sales in low- priced necessities, provide a margin of safety against commodities inflation ________________________________________________ 27 Note: Consumables are ~2/3 of sales – a 6% change in consumables sales corresponds to a 4% change in total sales
  • 29. SG&A: Highly Leverageable Two thirds of Family Dollar’s SG&A expense is composed of occupancy and Two thirds of Family Dollar’s SG&A expense is composed of occupancy and store payroll costs, which are highly leverageable. Management believes core store payroll costs, which are highly leverageable. Management believes core SG&A costs, excluding growth initiatives, will grow modestly at 2 to 3% per SG&A costs, excluding growth initiatives, will grow modestly at 2 to 3% per year year SG&A Composition (FY 2009) SG&A includes ~$45mm (~50bps of sales) of renovation and new store pre-opening expense 28
  • 30. Sales Growth Opportunity Family Dollar has several initiatives in place to support management’s 4-6% Family Dollar has several initiatives in place to support management’s 4-6% medium-term SSS growth guidance medium-term SSS growth guidance Expanded hours FDO completed its expanded hours rollout Q2 FY2010 New store growth and renovations Could contribute 1.5% to 2.0% SSS at the current build rate New stores can contribute a ~10% comp in the second year Renovated stores are growing SSS at a double digit rate New fixtures to support continued consumables growth FDO’s consumable mix trails DG by ~700bps Managing to lower stock outs Improved marketing 29
  • 32. FDO Shares are Cheap What you get What you pay Stable, secular sales growth A modest forward multiple on consensus numbers The opportunity to invest in (7.6% EBIT margin) an existing store base at high rates of return 14.7x FY2012 EPS ………(August) 10+ years of high return new unit growth Nothing – FDO trades at nearly the same consensus The option that FDO closes forward EBIT multiple as a large productivity gap DG (~9x), a company with with its closest competitor, similar growth prospects, Dollar General excluding the productivity gap 31
  • 33. What Is the Productivity Gap Opportunity Worth? If Family Dollar’s square footage were as productive as Dollar General’s, the If Family Dollar’s square footage were as productive as Dollar General’s, the company would earn ~$6 of EPS and be worth ~$90 per share at a 15x P/E company would earn ~$6 of EPS and be worth ~$90 per share at a 15x P/E Consensus DG FDO % Diff '12 EPS FY 2012 Sales/sqft $ 210 $ 180 17% $ 0.65 FY 2012 EBIT Margin 10.5% 7.6% 38% 1.46 EBIT/sqft $ 22.05 $ 13.65 62% $ 2.36 FY 2012 EPS - Consensus $ 3.68 FY 2012 EPS - Pro Forma $ 6.03 Price at 15x EPS (Including 1.5yrs of dividends) $ 92 % Return 70% ________________________________________________ Note: Estimates for DG are FY ending Jan. 2013, and for FDO FY ending Aug. 2012 32
  • 34. What if FDO only Partly Closes the Gap? % of DG Profit Gap Closed FDO 2012 EBIT Build 0% 50% 100% 2012 Selling Sqft (mm) 51 51 51 Sales/sqft $ 180 $ 195 $ 210 EBIT Margin 7.6% 9.1% 10.5% Pro Forma FY 2012 EBIT $ 692 $ 893 $ 1,118 Pro Forma FY 2012 EPS $ 3.68 $ 4.79 $ 6.03 2012 P/E 14.7x 11.3x 8.9x Price @ 15x EPS $ 56 $ 73 $ 92 % Return 4% 35% 70% ________________________________________________ Note: Estimates for DG are FY ending Jan. 2013, and for FDO FY ending Aug. 2012 Price includes 1.5yr of dividends 33
  • 36. FDO is Under Pressure to Perform Disappointing first quarter results and the rejection of Trian’s $55 - $60 per JCP shares arefirst quarter since early 2007. At this point, cash$55 balance sheet Disappointing down 75% results and the rejection of Trian’s on - $60 per share offer have raised shareholder’s performance expectations share offer have raised shareholder’s performance expectations Historical Stock Price $60 Trian makes a hostile Board rejects offer between $55 - $60 Trian’s offer $55 $50 Trian Files 13-D $45 Trian files a letter urging management to $40 Management accept its offer or reports Q1 earnings commit to closing the $35 and reduces top end performance gap with of FY2011 guidance Dollar General $30 $25 $20 1/4/2010 4/4/2010 7/4/2010 10/4/2010 1/4/2011 4/4/2011 35
  • 37. Family Dollar’s Shareholder Base is Changing Since Trian’s February 15th bid, the shareholder base has changed to more Since Trian’s February 15th bid, the shareholder base has changed to more opportunistic investors: opportunistic investors: Change Since Holder Name Shares Held % Of Company 12/31/10 TRIAN FUNDS 9,966 8.2% 1,130 Pershing Square HOWARD LEVINE (CEO) 9,691 7.9% 0 purchased its position PERSHING SQUARE CAPITAL MGMT 8,369 6.9% 8,369 starting in February at VANGUARD GROUP INC 6,725 5.5% 36 prices between $43 and BANK OF AMERICA CORP 5,654 4.6% (498) $54 LONE PINE CAPITAL 5,633 4.6% 900 FRANKLIN RESOURCES 5,288 4.3% 208 STATE STREET CORP 4,661 3.8% (167) CREDIT SUISSE AG 4,657 3.8% 489 PAULSON & CO 3,455 2.8% 3,455 BLACKROCK 3,272 2.7% 228 INTECH INVESTMENT 3,164 2.6% 824 ADAGE CAPITAL 2,448 2.0% (970) BANK OF NEW YORK 2,248 1.8% 528 YORK CAPITAL MANAGEMENT 1,962 1.6% 1,962 ETON PARK CAPITAL 1,782 1.5% 1,782 RENAISSANCE TECHNOLOGY 1,782 1.5% (602) D E SHAW & COMPANY 1,476 1.2% (1,248) NORTHERN TRUST 1,350 1.1% (93) FDO has implemented a poison pill at 9.9% that expires on March 2, 2012. FDO has implemented a poison pill at 9.9% that expires on March 2, 2012. ________________________________________________ 36 Note: Pershing Shares as of May 24, 2011
  • 38. There are Multiple Ways to Achieve Full Value: Current management Operational Opportunity Margin improvement initiatives and renovation program Capital Structure Opportunity FDO remains under leveraged. A leveraged buy back would create meaningful value for shareholders Sale of the company Strategic Buyer Another retailer would bring synergies to the combined company and possibly accelerate the closing of the productivity gap Financial Buyer A private equity firm could optimize the capital structure and work with management to improve the business 37
  • 39. How Accretive Would a Leveraged Buy Back be? If FDO raised an incremental $1.5bn of debt, bought back stock at $60, and If FDO raised an incremental $1.5bn of debt, bought back stock at $60, and closed only half the productivity gap, the company would earn ~$5.50 of 2012 closed only half the productivity gap, the company would earn ~$5.50 of 2012 EPS and trade in the high $70s at a 14x P/E EPS and trade in the high $70s at a 14x P/E Leveraged Buy Back Accretion Analysis: Incremental Debt Raised ($mm) $ 1,000 $ 1,500 $ 2,000 Base EPS: Consensus FY2012 EPS $ 3.91 $ 4.04 $ 4.19 Accretion $ 0.23 $ 0.37 $ 0.51 Value per share at 14x EPS $ 55 $ 57 $ 59 Base EPS: Pro Forma Closing 50% of Productivity Gap FY2012 EPS $ 5.22 $ 5.47 $ 5.76 Accretion $ 0.42 $ 0.68 $ 0.96 Value per share at 14x EPS $ 73 $ 77 $ 81 Assumptions: Incremental Debt Raised $ 1,000 $ 1,500 $ 2,000 Total Net Debt (End FY2011) 1,385 1,885 2,385 Net Debt/EBITDAR 3.8x 4.2x 4.6x Assumed Cost of Total Debt (Gross) 5.6% 5.9% 6.1% Trian has sourced $5bn dollars of debt financing for their proposed deal Trian has sourced $5bn dollars of debt financing for their proposed deal 38
  • 40. What Could a Strategic Buyer Pay? A strategic buyer could justifiably pay a ~50% premium to market A strategic buyer could justifiably pay a ~50% premium to market Low Mid High Credit for Productivity Gap (% of total) 25% 50% 75% $ Value per share @15x EPS $ 9 $ 18 $ 27 ~15% of SG&A is corporate expenses. Reduction in Overhead 20.0% 30.0% 40.0% Distribution expense is % Shared with Seller 50.0% 50.0% 50.0% also a potential source of SG&A synergy $ Value per share @15x EPS $ 3 $ 5 $ 6 Gross Margin Expansion 0.5% 1.0% 1.5% Possible COGS % Shared with Seller 50.0% 50.0% 50.0% synergies include: consolidating direct $ Value per share @15x EPS $ 2 $ 4 $ 6 sourcing operations, private label brands, Total $ Premium to Market $ 14 $ 26 $ 38 and national brand % Premium to Market 26% 48% 71% buyer power Implied Takeout Price $ 68 $ 80 $ 92 39
  • 41. Financial Sponsor’s Economics A financial buyer could pay 40% to 55% above the current stock price and still A financial buyer could pay 40% to 55% above the current stock price and still earn a high teens to low 20s% rate of return over four years earn a high teens to low 20s% rate of return over four years IRR Sensitivity (2015 Exit) Exit EBITDA Multiple (FY2016) 40.3% 7.0x 7.5x 8.0x 8.5x $ 67 9.5x 24% 27% 30% 33% Entry Multiple 70 10.0x 21% 24% 26% 29% (FY2012) EBITDA 74 10.5x 17% 20% 23% 26% 78 11.0x 15% 17% 20% 23% 81 11.5x 12% 15% 17% 20% 85 12.0x 10% 13% 15% 17% 88 12.5x 8% 10% 13% 15% Returns assume a 10% terminal EBIT margin, $230 sales sqft in 2015, and Returns assume a 10% terminal EBIT margin, $230 sales sqft in 2015, and $5bn of leverage (7x FY2011 EBITDAR) at 7.5% $5bn of leverage (7x FY2011 EBITDAR) at 7.5% 40
  • 42. Valuation Summary Even if we’re wrong on both the value of the standalone operating opportunity and the Even if we’re wrong on both the value of the standalone operating opportunity and the transaction value, we believe shareholders will still make money owning FDO due to the transaction value, we believe shareholders will still make money owning FDO due to the company’s attractive growth opportunities and modest forward earnings multiple company’s attractive growth opportunities and modest forward earnings multiple $100 $95 $90 $85 $80 $75 $70 $65 $60 Trian Bid $55 Current Stock Price $50 Operating Operating Strategic Buyer LBO Improvements Improvements (50% to 100%¹) & (50% to 100%¹) $1.5bn Buy Back Decreasing Timing and Execution Risk ¹% of performance gap closed