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Page 1: All in the family   ira sohn conference.2011

All in the Family

May 25, 2011

Pershing Square Capital Management, L.P.

Page 2: All in the family   ira sohn conference.2011

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.

Page 3: All in the family   ira sohn conference.2011

Family Dollar

2

Ticker: FDO

Stock Price: $54

Market Cap:~$6.6B

EV:~$6.7B

FY2012 P/E¹:14x (August FY)

________________________________________________

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

Page 4: All in the family   ira sohn conference.2011

Business Overview

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4

Business Description

Family Dollar

Real EstateCustomersPricingMix

■ ~7,000 stores

■ ~7k selling sq ft per unit

■ $8.50/sq ft avg. rent, short-term leases

■ ~60% of sales in rural or small town locations

■ ~55% of sales are to <$40k income households

■ ~68% are over age 45

■ ~65% of sales are consumables

■ ~13% home products

■ ~11% apparel

■ ~11% seasonal

■ High velocity, generally non-discretionary SKUs

■ Lower prices than drug stores, gas stations, and grocery stores

■ Comparable to mass merchants

■ Avg. basket is ~$10 and 4 to 5 items

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5

Value Proposition: Price and Convenience

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 supercenter destination shopping. The average FDO store visit is 8 minutes

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 supercenter destination shopping. The average FDO store visit is 8 minutes

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

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

Concept Price Index Store Size ('000)

Dollar Stores 100 7

Drug Stores ~120 40

Grocers ~115 40

Mass Merchants ~95 125

Page 7: All in the family   ira sohn conference.2011

6

Share Gain in Retail

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

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

________________________________________________

Source: Bernstein, 2009

Recession

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

Recession

Page 8: All in the family   ira sohn conference.2011

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

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

7

Consistent Same Store Sales Growth

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

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

Same Store Sales Growth

________________________________________________

Note: Years are Fiscal Year Ending August

Recession Recession

Page 9: All in the family   ira sohn conference.2011

8

Sales Mix

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 same-store sales growth

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 same-store sales growth

Consumables Sales MixSales by Category

57.0%

59.0%

61.0%

63.0%

65.0%

67.0%

2007 2008 2009 2010

Home Products,

13%

Apparel and

Accessories,

11%

Seasonal &

Electronics, 11% Consumables,

65%

Page 10: All in the family   ira sohn conference.2011

9

Substantial Long-Term Growth Opportunity

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 additional stores¹ or a decade of store growth at the current industry build rate

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 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 commentsMap: UBS, 2010

Page 11: All in the family   ira sohn conference.2011

High Rates of Return on

Capital

Page 12: All in the family   ira sohn conference.2011

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

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

11

Historical Returns on Capital

Family Dollar has a strong track record of earning high returns on capitalFamily Dollar has a strong track record of earning high returns on capital

20% Avg.

________________________________________________

Note: Years are Fiscal Year Ending AugustROIC Defined as: (Taxed EBIT)/Average (Assets – Cash – A/P – Accrued Expenses)

Percent Return on Capital (without capitalizing leases)

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12

Shareholder-Oriented Capital Allocation Strategy

� 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)

In FY2011, Family Dollar plans to invest $300-$350mm of capex and repurchase nearly $750mm of stock

In FY2011, Family Dollar plans to invest $300-$350mm of capex and repurchase nearly $750mm of stock

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-

2,500

5,000

7,500

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

# U

nit

s

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

% A

nn

ual

Gro

wth

13

New Unit Growth

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

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

Accelerating to 5% -7% growth

________________________________________________

Note: Years are Fiscal Year Ending August

Ending Unit Count

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14

New Unit Economics

New units are generally inexpensive to build and highly profitable. On average, units are 90% productive in their first year

New units are generally inexpensive to build and highly profitable. On average, 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%

Page 16: All in the family   ira sohn conference.2011

15

High Return on Renovation Capital

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

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

FDO plans to renovate 6,000 storesFDO plans to renovate 6,000 stores

Lower than company average (35.7%) to account

for increased consumables mix

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$

Sales Lift % 10.00% 12.50% 15.00%

Incremental Gross Margin 30.00% 30.00% 30.00%

Estimated Incremental EBIT 36,000 45,000 54,000

% Pre-Tax Return 31% 39% 47%

Page 17: All in the family   ira sohn conference.2011

Productivity Opportunity

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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

� Sales per Store

� Size of Average Store

� Consumables Mix

� Properties

Despite these similarities, the two business’ performance has diverged…Despite these similarities, the two business’ performance has diverged…

~7,000 ~9,500

~$1.2mm ~$1.4mm

~7k sqft ~7k sqft

65% 72%

Leased, Mostly rural & suburban

Leased, Mostly rural & suburban

Page 19: All in the family   ira sohn conference.2011

18

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:

________________________________________________

Note: Family Dollar results are calendarized to year end Feb.

EBIT per square foot

$-

$2.00

$4.00

$6.00

$8.00

$10.00

$12.00

$14.00

2000 2001 2002 2003 2004 2005 2006

Dollar General

Family DollarDollar General Family Dollar

Page 20: All in the family   ira sohn conference.2011

$-

$5.00

$10.00

$15.00

$20.00

$25.00

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Dollar General

Family Dollar

19

Family Dollar vs. Dollar General (Cont.)

In July 2007, KKR bought Dollar General. Less than four years later, let’s compare the two companies:

In July 2007, KKR bought Dollar General. Less than four years later, let’s compare the two companies:

EBIT per square foot

________________________________________________

Note: Family Dollar results are calendarized to year end Feb.

KKR Buyout July 2007

Dollar General Family Dollar

Page 21: All in the family   ira sohn conference.2011

$-

$5.00

$10.00

$15.00

$20.00

$25.00

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Dollar General

Family Dollar

20

And the Winner is: Dollar General

EBIT per square foot

________________________________________________

Note: Family Dollar results are calendarized to year end Feb.

KKR Buyout July 2007

37% Performance

Gap

Dollar General Family Dollar

Page 22: All in the family   ira sohn conference.2011

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%

11.0%

2003 2010

Dollar General Family Dollar

$100

$120

$140

$160

$180

$200

$220

2003 2010

Dollar General Family Dollar

21

Productivity Gap

Family Dollar’s lower profitability is a result of both lower sales per square foot growth and lower margins

Family Dollar’s lower profitability is a result of both lower sales per square foot growth and lower margins

________________________________________________

Note: 2003 Family Dollar results are calendarized year end Feb. 2004

FDO 8% lower FDO 15% lower FDO 70bps higher FDO 250bps lower

Sales Per Square Foot EBIT Margin

DG

FDO

DG

FDO

DG

FDODG

FDO

Page 23: All in the family   ira sohn conference.2011

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Dollar General

Family Dollar

22

Relative Margin Trends

Under KKR’s ownership, Dollar General has dramatically improved marginsUnder KKR’s ownership, Dollar General has dramatically improved margins

EBIT Margin

________________________________________________

Note: Family Dollar results are calendarized to year end Feb.

KKR Buyout July 2007

Dollar General Family Dollar

Page 24: All in the family   ira sohn conference.2011

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

9.00%

10.00%

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Dollar GeneralFamily Dollar

23

Relative Sales Trends

After years of similar SSS results, since the KKR deal, Dollar General has grown at a much faster rate than Family Dollar

After years of similar SSS results, since the KKR deal, Dollar General has grown at a much faster rate than Family Dollar

Same Store Sales

________________________________________________

Note: Family Dollar results are calendarized to year end Feb.

KKR Buyout July 2007

Dollar General Family Dollar

Page 25: All in the family   ira sohn conference.2011

24

Dollar General Post KKR

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

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

� Higher sales per square foot

� Higher margins

� Faster profit growth

Page 26: All in the family   ira sohn conference.2011

Management is Working to

Close the Gap

Page 27: All in the family   ira sohn conference.2011

26

FDO is Playing Catch Up

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

FDO has launched gross margin enhancement initiatives that are similar to the 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

Page 28: All in the family   ira sohn conference.2011

27

FDO is Playing Catch Up (cont).

We estimate FDO will benefit significantly from its gross margin initiativesWe estimate FDO will benefit significantly from its gross margin initiatives

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

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

________________________________________________

Note: Consumables are ~2/3 of sales – a 6% change in consumables sales corresponds to a 4% change in total sales

Page 29: All in the family   ira sohn conference.2011

28

SG&A: Highly Leverageable

Two thirds of Family Dollar’s SG&A expense is composed of occupancy and store payroll costs, which are highly leverageable. Management believes core SG&A costs, excluding growth initiatives, will grow modestly at 2 to 3% per year

Two thirds of Family Dollar’s SG&A expense is composed of occupancy and store payroll costs, which are highly leverageable. Management believes core SG&A costs, excluding growth initiatives, will grow modestly at 2 to 3% per year

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

SG&A Composition (FY 2009)

Page 30: All in the family   ira sohn conference.2011

29

Sales Growth Opportunity

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

Family Dollar has several initiatives in place to support management’s 4-6% 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

Page 31: All in the family   ira sohn conference.2011

Valuation

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31

FDO Shares are Cheap

� Stable, secular sales growth

� The opportunity to invest in an existing store base at high rates of return

� 10+ years of high return new unit growth

What you get What you pay

� The option that FDO closes a large productivity gap with its closest competitor, Dollar General

� A modest forward multiple on consensus numbers (7.6% EBIT margin)

� 14.7x FY2012 EPS ………(August)

� Nothing – FDO trades at nearly the same consensus forward EBIT multiple as DG (~9x), a company with similar growth prospects, excluding the productivity gap

Page 33: All in the family   ira sohn conference.2011

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%

32

What Is the Productivity Gap Opportunity Worth?

________________________________________________

Note: Estimates for DG are FY ending Jan. 2013, and for FDO FY ending Aug. 2012

Consensus

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

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

Page 34: All in the family   ira sohn conference.2011

% 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%

33

What if FDO only Partly Closes the Gap?

________________________________________________

Note: Estimates for DG are FY ending Jan. 2013, and for FDO FY ending Aug. 2012Price includes 1.5yr of dividends

Page 35: All in the family   ira sohn conference.2011

Strategic Alternatives

Page 36: All in the family   ira sohn conference.2011

$20

$25

$30

$35

$40

$45

$50

$55

$60

1/4/2010 4/4/2010 7/4/2010 10/4/2010 1/4/2011 4/4/2011

35

FDO is Under Pressure to Perform

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

Disappointing first quarter results and the rejection of Trian’s $55 - $60 per share offer have raised shareholder’s performance expectations

Historical Stock Price

Trian Files 13-D

Trian makes a hostile offer between $55 - $60

Trian files a letter urging management to accept its offer or commit to closing the performance gap with Dollar General

Board rejects Trian’s offer

Management reports Q1 earnings and reduces top end of FY2011 guidance

Page 37: All in the family   ira sohn conference.2011

36

Family Dollar’s Shareholder Base is Changing

Since Trian’s February 15th bid, the shareholder base has changed to more opportunistic investors:

Since Trian’s February 15th bid, the shareholder base has changed to more opportunistic investors:

Pershing Square purchased its position starting in February at prices between $43 and $54

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.

________________________________________________

Note: Pershing Shares as of May 24, 2011

Holder Name Shares Held % Of Company

Change Since

12/31/10

TRIAN FUNDS 9,966 8.2% 1,130

HOWARD LEVINE (CEO) 9,691 7.9% 0

PERSHING SQUARE CAPITAL MGMT 8,369 6.9% 8,369

VANGUARD GROUP INC 6,725 5.5% 36

BANK OF AMERICA CORP 5,654 4.6% (498)

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)

Page 38: All in the family   ira sohn conference.2011

37

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

Page 39: All in the family   ira sohn conference.2011

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%

38

How Accretive Would a Leveraged Buy Back be?

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 EPS and trade in the high $70s at a 14x P/E

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 EPS and trade in the high $70s at a 14x P/E

Trian has sourced $5bn dollars of debt financing for their proposed dealTrian has sourced $5bn dollars of debt financing for their proposed deal

Page 40: All in the family   ira sohn conference.2011

Low Mid High

Credit for Productivity Gap (% of total) 25% 50% 75%

$ Value per share @15x EPS 9$ 18$ 27$

Reduction in Overhead 20.0% 30.0% 40.0%

% Shared with Seller 50.0% 50.0% 50.0% $ Value per share @15x EPS 3$ 5$ 6$

Gross Margin Expansion 0.5% 1.0% 1.5%

% Shared with Seller 50.0% 50.0% 50.0%

$ Value per share @15x EPS 2$ 4$ 6$

Total $ Premium to Market 14$ 26$ 38$

% Premium to Market 26% 48% 71%

Implied Takeout Price 68$ 80$ 92$

39

What Could a Strategic Buyer Pay?

A strategic buyer could justifiably pay a ~50% premium to marketA strategic buyer could justifiably pay a ~50% premium to market

~15% of SG&A is corporate expenses.

Distribution expense is also a potential source

of SG&A synergy

Possible COGS synergies include:

consolidating direct sourcing operations, private label brands, and national brand

buyer power

Page 41: All in the family   ira sohn conference.2011

40

Financial Sponsor’s Economics

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

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

Returns assume a 10% terminal EBIT margin, $230 sales sqft in 2015, and $5bn of leverage (7x FY2011 EBITDAR) at 7.5%

Returns assume a 10% terminal EBIT margin, $230 sales sqft in 2015, and $5bn of leverage (7x FY2011 EBITDAR) at 7.5%

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%70 10.0x 21% 24% 26% 29%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%

En

try M

ult

iple

EB

ITD

A

(FY

2012)

Page 42: All in the family   ira sohn conference.2011

$50

$55

$60

$65

$70

$75

$80

$85

$90

$95

$100

Valuation Summary

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 company’s attractive growth opportunities and modest forward earnings multiple

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 company’s attractive growth opportunities and modest forward earnings multiple

Current Stock Price

Operating Improvements (50% to 100%¹)

Operating Improvements

(50% to 100%¹) & $1.5bn Buy Back

Strategic Buyer LBO

Trian Bid

Decreasing Timing and Execution Risk¹% of performance gap closed