Dollar Tree (DLTR) 10-K risk factor changes: FY2019 vs FY2018

Wage rates, labor costs, and inflation are expected to increase in [removed: 2018.][added: 2019.]

The minimum wage has increased in certain states and local jurisdictions and is scheduled to increase further in [removed: 2018.][added: 2019.]

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] beginning on page [removed: 26] [added: 27] of this Form 10-K for further discussion of the effect of [removed: inflation and other] economic factors on our operations.

Risks associated with our domestic and foreign suppliers, including, among others, increased taxes, duties, tariffs or other restrictions on [removed: trade,] [added: trade (including Section 301 tariffs imposed by the United States Trade Representative on imported Chinese goods),] could adversely affect our financial performance.

Integrating Family Dollar’s operations with ours may be more difficult, costly or time consuming than [removed: expected and] [added: expected, including disruptions or] the [removed: anticipated benefits, synergies and cost savings] [added: loss] of [added: key personnel in connection with] the [removed: Acquisition may not be realized.][added: consolidation of the Family Dollar headquarters from North Carolina to Virginia.]

[added: If we] experience difficulties with the integration process, the anticipated benefits of the Acquisition may not be realized fully, or may take longer to realize than expected, which could adversely affect our results of operations or business.

If these systems are damaged or fail to function properly, we may incur substantial costs to repair or replace them, may experience loss of critical data and interruptions or delays in our ability to manage inventories or process customer transactions and may receive negative publicity, which could adversely affect our results of [removed: operation or] [added: operations and] business.

If we are unable to secure our customers’ credit card and confidential information, or other private data relating to our associates, suppliers or our business, we could be subject to negative publicity, costly government enforcement actions or private [removed: litigation,] [added: litigation and increased costs,] which could damage our business reputation and adversely affect our results of [removed: operation] [added: operations] or business.

If we or any third-party systems we use experience a data security breach, we could be exposed to negative publicity, government enforcement [removed: actions,] [added: actions and] private [removed: litigation, or costly response measures.][added: litigation.]

[removed: In addition, the] [added: The] unavailability of [added: our] information [added: technology] systems or [added: the] failure of [removed: these] [added: those] systems or software to perform as anticipated for any reason and any inability to respond to, or recover from, such an event, could disrupt our business, [removed: impact our customers] [added: decrease performance] and [removed: could result in decreased performance, increased] [added: increase] overhead [removed: costs and increased risk for liability.][added: costs.]

Any of these factors could have [removed: an] [added: a material] adverse effect on our results of [removed: operation] [added: operations] or business.

Easter was observed on [removed: March 27, 2016 and] April 16, [removed: 2017,] [added: 2017] and [added: April 1, 2018, and] will be observed on April [removed: 1, 2018.][added: 21, 2019.]

efficiently and we [added: have and] could experience a reduction in operating efficiency.

[added: Our litigation expenses] could [added: increase as well, which also could] have a materially negative impact on our results of operations even if a product liability claim is unsuccessful or is not fully pursued.

For example, we are currently defendants in [removed: national and] state employment-related class and [removed: collective] [added: representative] actions and litigation concerning injury from products.

In addition, certain of these matters, if decided adversely to us or settled by us, may result in an expense that may be material to our financial statements as a whole or may negatively affect our operating results if changes to our business [removed: operation] [added: operations] are required.

Legal [removed: Proceedings"] [added: Proceedings”] beginning on page [removed: 21] [added: 23] of this Form 10-K and [removed: "Note] [added: “Note] 5 - Commitments and [removed: Contingencies"] [added: Contingencies”] under the caption [removed: "Contingencies"] [added: “Contingencies”] in [removed: "Item] [added: “Item] 8.

Financial Statements and Supplementary [removed: Data"] [added: Data”] beginning on page [removed: 43] [added: 42] of this Form 10-K.

[removed: Factors that could reduce our customers’ disposable income and over which we exercise no influence include] but are not limited [removed: to] [added: to, the] adverse economic conditions described above as well as increases in fuel or other energy costs and interest rates, lack of available credit, higher tax rates and other changes in tax laws, concerns over government mandated participation in health insurance programs, increasing healthcare costs, and changes in, decreases in, or elimination of, government subsidies such as unemployment and food assistance programs.

Changes in federal, state or local law, [added: including regulations and interpretations] or [added: guidance thereunder, or] our failure to [added: adequately estimate the impact of such changes or] comply with such laws, could increase our [removed: expenses and] [added: expenses,] expose us to legal [removed: risks.][added: risks or otherwise adversely affect us.]

These factors, some of which may be beyond our control, include the perceived prospects and actual results of [removed: operation] [added: operations] of our business; changes in estimates of our results of [removed: operation] [added: operations] by analysts, investors or us; trading activity by our large shareholders; trading activity by sophisticated algorithms (high-frequency trading); our actual results of [removed: operation] [added: operations] relative to estimates or expectations; actions or announcements by us or our competitors; litigation and judicial decisions; legislative or regulatory actions or changes; and changes in general economic or market conditions.

As of February [removed: 3, 2018,] [added: 2, 2019,] our total indebtedness is [removed: $5,732.7 million.][added: $4.3 billion.]

In addition, we have [removed: $1,250.0 million] [added: $1.25 billion] of additional borrowing availability under our [removed: Tranche A Revolving Credit Facility,] [added: revolving credit facility,] less amounts outstanding for letters of credit totaling [removed: $158.2] [added: $182.9] million.

Certain of our indebtedness, including borrowings under our [removed: Tranche A Revolving Credit Facility,] [added: revolving credit facility,] is subject to variable rates of interest and exposes us to interest rate risk.

An increase (decrease) of 1.0% on the interest rate would result in an increase (decrease) of [removed: $15.3] [added: $7.5] million in annual interest expense.

Although we may enter into interest rate swaps, involving the exchange of [removed: floating-] [added: floating-rate] for fixed-rate interest payments, to reduce interest rate volatility, we cannot assure you we will be able to do so.

Our Articles of Incorporation and Bylaws currently contain provisions that may delay or discourage a takeover attempt that a shareholder might consider in [removed: his] [added: his/her] best interest.

We could encounter additional disruptions in our distribution network and have encountered and expect to encounter additional costs in distributing merchandise, such as freight cost increases due to the truck driver shortage and fuel cost increases.

| | |

| --- | --- |

| • | Trucking costs. We have experienced significant increases in trucking cost due to the truck driver shortage and other factors. |

- McLane Company, Inc. In fiscal 2018, we purchased approximately 13% of our merchandise for our Family Dollar

segment through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple

manufacturers.

A disruption in our relationship with McLane Company, Inc. could have a significant near-term impact

on our operations.

- potential changes to, or withdrawal of the United States from, international trade agreements;

We rely on computer and technology systems in our operations, and any material failure, inadequacy, interruption or security failure of those systems could harm our ability to effectively operate and grow our business and could adversely affect our financial results.

Our ability to effectively manage our business and coordinate the distribution and sale of our merchandise depends significantly on the reliability, integrity and capacity of these systems and on our ability to successfully integrate the Dollar Tree and Family Dollar systems.

We also rely on third-party providers and platforms for some of these computer and technology systems and support.

Although we have operational safeguards in place, they may not be effective in preventing the failure of these systems or platforms to operate effectively and be available to us.

Such failures may be caused by various factors, including power outages, catastrophic events, physical theft, computer and network failures, inadequate or ineffective redundancy, problems with transitioning to upgraded or replacement systems or platforms, flaws in third-party software or services, errors or improper use by our employees or third party service providers, or a breach in the security of these systems or platforms, including through computer viruses and cyber-attacks.

In addition, remediation of any problems with our systems could result in significant, unplanned expenses.

Many of our information technology systems, such as those we use for our point-of-sale, web and mobile platforms, including online and mobile payment systems, and for administrative functions, including human resources, payroll, accounting, and internal and external communications, contain personal, financial or other information that is entrusted to us by our customers and associates.

Many of our information technology systems also contain proprietary and other confidential information related to our business and suppliers.

Moreover, significant capital investments and other expenditures could also be required to remedy cybersecurity problems and prevent future security breaches, including costs associated with additional security technologies, personnel and experts for those whose data has been breached.

These costs, which could be material, could adversely impact our results of operations in the period in which they are incurred and may not meaningfully limit the success of future attempts to breach our information technology systems.

If we are unable to secure our customers’ credit card and confidential information, or other private data relating to our associates, suppliers or our business, we could be subject to negative publicity, costly government enforcement actions or private litigation and increased costs.

Failure to meet our sales targets, including in our renovated stores, could result in our needing to record material non-cash impairment charges related to our intangible assets.

We could incur losses due to impairment of long-lived assets, goodwill and intangible assets.

Under U.S. generally accepted accounting principles, we review our long-lived assets for impairment whenever economic events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

Identifiable intangible assets with an indefinite useful life, including goodwill, are not amortized but are evaluated annually for impairment.

A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred.

In fiscal 2018, we recorded a $2.73 billion non-cash pre-tax and after-tax goodwill impairment charge related to our Family Dollar reporting unit, as a result of a strategic and operational reassessment of the Family Dollar segment following challenges that the business has experienced that have impacted our ability to grow the business at the originally estimated rate when the Company made the acquisition in 2015.

These challenges include slower sales growth, increased freight costs driven by the driver shortage, reinvestment in store labor and higher shrink.

In the future, failure to address these challenges, significant negative industry or general economic trends, other disruptions to our business and unanticipated significant changes in our use of the assets may result in additional impairments to our goodwill, intangible assets and other long-lived assets.

We will continue to monitor key assumptions and other factors utilized in our goodwill impairment analysis, and if business or other market conditions develop that are materially different than we currently anticipate, we will conduct an additional impairment evaluation.

Any reduction in or impairment of the value of goodwill or intangible assets will result in a charge against earnings, which could have a material adverse impact on our reported results of operations and financial condition.

For additional information on goodwill impairments please refer to “Note 3 - Goodwill and Nonamortizing Intangible Assets” in “Item 8.

In addition, carrying a greater proportion of higher cost goods can lead to higher shrink.

Our business or the value of our common stock could be negatively affected as a result of actions by activist shareholders.

We value constructive input from investors and regularly engage in dialogue with our shareholders regarding strategy and performance.

The Board of Directors and management team are committed to acting in the best interests of all of our shareholders.

There is no assurance that the actions taken by the Board of Directors and management in seeking to maintain constructive engagement with the Company’s shareholders will be successful.

Activist shareholders who disagree with the composition of the Board of Directors, the Company’s strategy or the way the Company is managed may seek to effect change through various strategies that range from private engagement to publicity campaigns, proxy contests, efforts to force transactions not supported by the Board of Directors and litigation.

On January 2, 2019, an activist shareholder, Starboard Value and Opportunity Master Fund Ltd. (“Starboard”), delivered to us a notice of its intention to nominate seven director candidates for election to the Board of Directors at the 2019 Annual Meeting of Stockholders of the Company to be held June 13, 2019 (the “2019 Annual Meeting”).

If Starboard is successful, it is possible that Starboard-nominated directors could constitute a majority of the Board of Directors following the 2019 Annual Meeting.

If we

A significant disruption in our computer and technology systems could adversely affect our results of operation or business.

We are continuing to integrate the Dollar Tree and Family Dollar systems.

Systems may be subject to damage or interruption from power outages, telecommunication failures, computer viruses, security breaches and catastrophic or other events.

Other sophisticated retailers have recently suffered serious security breaches.

We could encounter disruptions in our distribution network or additional costs in distributing merchandise.

Our litigation expenses could increase as well, which also

- make principal payments on, or redeem or repurchase, subordinated debt;

| • | what our net sales, [removed: earnings,] [added: earnings or losses,] gross margins and costs were in [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015;] [added: 2016;] |

| • | why those net sales, [removed: earnings,] [added: earnings or losses,] gross margins and costs were different from the year before; |

| • | what our expenditures for capital projects were in [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] and what we expect them to be in [removed: 2018;] [added: 2019;] and |

Financial Statements and Supplementary [removed: Data"] [added: Data”] of this Form 10-K, which present the results of operations for the fiscal years ended February [added: 2, 2019, February] 3, [removed: 2018, January 28, 2017] [added: 2018] and January [removed: 30, 2016.][added: 28, 2017.]

In Management’s Discussion and Analysis, we analyze and explain the annual changes in some specific line items in the consolidated financial statements for fiscal year [removed: 2017] [added: 2018] compared to fiscal year [removed: 2016] [added: 2017] and for fiscal year [removed: 2016] [added: 2017] compared to fiscal year [removed: 2015.][added: 2016.]

| [removed: •] [added: ◦] | In [removed: May] [added: the second quarter of] 2016, we completed construction of a new 1.5 million square foot distribution center in Cherokee County, South Carolina. |

| [removed: •] [added: ◦] | In [removed: August] [added: the third quarter of] 2016, we completed a 0.3 million square foot expansion of our distribution center in Stockton, California. [removed: The Stockton distribution center is now an 854,000 square foot, automated facility.] |

[removed: | • | On] [added: In] January [removed: 20, 2017,] [added: 2019,] we prepaid [added: in full] the [removed: $748.1] [added: $782.0] million [removed: remaining outstanding under the Term Loan B-3. |][added: term loan facility.]

| [removed: •] [added: ◦] | [removed: In June 2017,] [added: During fiscal 2018,] we began construction of a new [removed: 1.0] [added: 1.2] million square foot distribution center in [removed: Warrensburg, Missouri,] [added: Morrow County, Ohio] which is expected to be operational in the third quarter of [removed: 2018.] [added: 2019.] |

| • | [added: Taxes -] On December 22, 2017, the Tax Cuts and Jobs Act [removed: ("TCJA")] [added: (“TCJA”)] was signed into law which lowered the [added: statutory U.S.] federal [removed: corporate] [added: income] tax rate from 35% to 21% and made numerous other law changes, effective as of January 1, 2018. |

We are a leading operator of more than [removed: 14,800 discount] [added: 15,200] retail [added: discount] stores and we conduct our operations in two reporting segments.

We include sales from stores expanded [added: or remodeled] during the year in the calculation of comparable store net sales, which has the effect of increasing our comparable store net sales.

Stores that have been [removed: rebannered] [added: re-bannered] are considered to be new stores and are not included in the calculation of the comparable store net sales change until after the first fifteen months of operation under the new [removed: banner.][added: brand.]

At February [removed: 3, 2018,] [added: 2, 2019,] we operated stores in 48 states and the District of Columbia, as well as stores in five Canadian provinces.

A breakdown of store counts and square footage by segment for the years ended February [added: 2, 2019 and February] 3, 2018 [removed: and January 28, 2017] is as follows:

| | [removed: February 3, 2018] | [removed: | |] [added: February 2, 2019] | | | [added: February 3, 2018] | | | January 28, 2017 | | [removed: | | | | | |]

| Beginning | [removed: 6,360] [added: 6,650] | | | [removed: 7,974] [added: 8,185] | | | [removed: 14,334] [added: 14,835] | | | [removed: 5,954] [added: 6,360] | | | [removed: 7,897] [added: 7,974] | | | [removed: 13,851] [added: 14,334] | |

| New stores | [removed: 315] [added: 320] | | | [removed: 288] [added: 226] | | | [removed: 603] [added: 546] | | | [removed: 359] [added: 315] | | | [removed: 225] [added: 288] | | | [removed: 584] [added: 603] | |

| Closings | [removed: (25] [added: (21] | ) | | [removed: (77] [added: (122] | ) | | [removed: (102] [added: (143] | ) | | [removed: (44] [added: (25] | ) | | [removed: (57] [added: (77] | ) | | [removed: (101] [added: (102] | ) |

| Ending | [removed: 6,650] [added: 7,001] | | | [removed: 8,185] [added: 8,236] | | | [removed: 14,835] [added: 15,237] | | | [removed: 6,360] [added: 6,650] | | | [removed: 7,974] [added: 8,185] | | | [removed: 14,334] [added: 14,835] | |

| Relocations | [removed: 82] [added: 54] | | | [removed: 31] [added: 13] | | | [removed: 113] [added: 67] | | | [removed: 64] [added: 82] | | | [removed: 120] [added: 31] | | | [removed: 184] [added: 113] | |

| Beginning | [removed: 54.7] [added: 57.3] | | | [removed: 57.7] [added: 59.3] | | | [removed: 112.4] [added: 116.6] | | | [removed: 51.3] [added: 54.7] | | | [removed: 57.1] [added: 57.7] | | | [removed: 108.4] [added: 112.4] | |

| New stores | [removed: 2.6] [added: 2.7] | | | [removed: 2.1] [added: 1.7] | | | [removed: 4.7] [added: 4.4] | | | [removed: 2.9] [added: 2.6] | | | [removed: 1.6] [added: 2.1] | | | [removed: 4.5] [added: 4.7] | |

| Closings | (0.2 | ) | | [removed: (0.5] [added: (0.8] | ) | | [removed: (0.7] [added: (1.0] | ) | | [removed: (0.3] [added: (0.2] | ) | | [removed: (0.4] [added: (0.5] | ) | | (0.7 | ) |

| Relocations | [removed: 0.2] [added: 0.1] | | | — | | | [removed: 0.2] [added: 0.1] | | | [removed: 0.1] [added: 0.2] | | | [removed: 0.1] [added: —] | | | 0.2 | |

| Ending | [removed: 57.3] [added: 60.3] | | | [removed: 59.3] [added: 59.8] | | | [removed: 116.6] [added: 120.1] | | | [removed: 54.7] [added: 57.3] | | | [removed: 57.7] [added: 59.3] | | | [removed: 112.4] [added: 116.6] | |

Stores are included as [removed: rebanners] [added: re-banners] when they close or open, respectively.

Comparable store net sales for Dollar Tree may be negatively affected when a Family Dollar store is [removed: rebannered] [added: re-bannered] near an existing Dollar Tree store.

The average size of stores opened in [removed: 2017] [added: 2018] was approximately [removed: 8,180] [added: 8,440] selling square feet (or about [removed: 10,180] [added: 10,480] gross square feet) for the Dollar Tree segment and [removed: 7,160] [added: 7,350] selling square feet (or about [removed: 8,860] [added: 9,110] gross square feet) for the Family Dollar segment.

For [removed: 2018,] [added: 2019,] we continue to plan to open stores that are approximately 8,000 - 10,000 selling square feet (or about 10,000 - 12,000 gross square feet) for the Dollar Tree segment and approximately [removed: 6,000] [added: 7,000] - [removed: 8,000] [added: 9,000] selling square feet (or about [removed: 7,000 -] 9,000 [added: - 11,000] gross square feet) for the Family Dollar segment.

We believe that these size stores are [added: in the ranges of] our optimal sizes operationally and give our customers a shopping environment which invites them to shop longer, buy more and make return [removed: visits, which increases our customer traffic.][added: visits.]

Fiscal [removed: 2016] [added: 2018] and fiscal [removed: 2015] [added: 2016] which ended on [removed: January 28, 2017] [added: February 2, 2019] and January [removed: 30, 2016,] [added: 28, 2017,] respectively, each included 52 weeks.

In fiscal [removed: 2017,] [added: 2018,] comparable store net sales increased by [removed: 1.9%] [added: 1.7%] on a constant currency basis.

This increase is based on a [removed: 53-week] [added: 52-week] comparison for both years.

Including the impact of [removed: currency,] [added: Canadian currency fluctuations,] comparable store net sales increased the same [removed: 1.9% as a result of a 0.9% increase in the number of transactions and a 1.0%] [added: 1.7% due to an] increase in average ticket.

On a constant currency basis, comparable store net sales increased [removed: 3.4%] [added: 3.3%] in the Dollar Tree segment and increased [removed: 0.4%] [added: 0.1%] in the Family Dollar segment in fiscal [removed: 2017.][added: 2018.]

Comparable store net sales [removed: in the Dollar Tree segment] increased [removed: 3.5%] [added: the same 1.7%] when [removed: adjusted for] [added: including] the impact of Canadian currency fluctuations.

Comparable store net sales are positively affected by our expanded and relocated stores, which we include in the calculation, and are negatively affected when we open new stores, [removed: rebanner] [added: re-banner] stores or expand stores near existing stores.

[removed: At] [added: We continued the roll-out of frozen and refrigerated merchandise to more of our Dollar Tree stores in 2018 and as of] February [removed: 3, 2018,] [added: 2, 2019,] the Dollar Tree segment had frozen and refrigerated merchandise in approximately [removed: 5,205 stores, which includes re-bannered stores,] [added: 5,665 stores] compared to approximately [removed: 4,785] [added: 5,205] stores at [removed: January 28, 2017.][added: February 3, 2018.]

We believe [removed: that the addition of frozen] [added: these initiatives have] and [removed: refrigerated product enables] [added: will continue to enable] us to increase sales and earnings by increasing the number of shopping trips made by our customers.

| • | Integration of Family Dollar |

| ◦ | In the third quarter of 2018, we announced that we plan to consolidate our store support centers in Matthews, North Carolina and Chesapeake, Virginia to our newly-completed office tower in the Summit Pointe development in Chesapeake, Virginia. |

| ◦ | Based on our strategic and operational reassessment of the Family Dollar segment, following challenges that the business has experienced that have impacted our ability to grow the business at the originally estimated rate when we acquired Family Dollar in 2015, management determined there were indicators that the goodwill of the business may be impaired. Accordingly, a goodwill impairment test was performed in the fourth quarter of fiscal 2018. The results of the impairment test showed that the fair value of the Family Dollar business was lower than the carrying value resulting in a $2.73 billion non-cash pre-tax and after-tax goodwill impairment charge. |

| ◦ | On March 6, 2019, we announced plans for a store optimization program for Family Dollar. For fiscal 2019, this program includes rolling out a new model for both new and renovated Family Dollar stores, internally known as H2, to at least 1,000 stores, closing as many as 390 under-performing stores, re-bannering 200 Family Dollar stores to the Dollar Tree brand, installing adult beverages in approximately 1,000 stores and expanding freezers and coolers in approximately 400 stores. |

| • | Supply Chain |

| ◦ | In the second quarter of 2018, we completed construction of a new 1.2 million square foot distribution center in Warrensburg, Missouri. |

| ◦ | In fiscal 2019, we announced tentative plans to construct a new 1.2 million square foot distribution center in Rosenberg, Texas which is expected to be operational in the summer of 2020. |

| ◦ | During the first quarter of 2018, we redeemed the $750.0 million 5.25% Acquisition Notes due 2020 and accelerated the amortization of debt-issuance costs associated with the notes of $6.1 million. |

| ◦ | During the first quarter of 2018, we refinanced our long-term debt obligations as follows: |

| ▪ | We completed the registered offering of $750.0 million of Senior Floating Rate Notes due 2020, $1.0 billion of 3.70% Senior Notes due 2023, $1.0 billion of 4.00% Senior Notes due 2025 and $1.25 billion of 4.20% Senior Notes due 2028; |

| ▪ | We entered into a credit agreement for a $782.0 million term loan facility and a $1.25 billion revolving credit facility; |

| ▪ | We used the proceeds of the above offerings to repay the $2,182.7 million outstanding under our senior secured credit facilities and redeem the remaining $2,500.0 million outstanding under our acquisition debt, resulting in the acceleration of the expensing of $41.2 million of deferred financing costs and the incurrence of $114.3 million in prepayment penalties. |

| ◦ | During the fourth quarter of 2018, we prepaid the $782.0 million outstanding under the term loan facility and accelerated the expensing of $1.5 million of deferred financing costs. |

| | February 2, 2019 | | | | | | | | | February 3, 2018 | | | | | | | |

| Re-bannered stores | 52 | | | (53 | ) | | (1 | ) | | — | | | — | | | — | |

| Re-bannered stores | 0.4 | | | (0.4 | ) | | — | | | — | | | — | | | — | |

In the Family Dollar segment, a 2.0% increase in average ticket was offset by a 1.9% decline in customer count.

Over the past year, we rolled out a new layout to a number of our Dollar Tree stores, which we call our Snack Zone.

This layout highlights our immediate consumption snack offerings in the front of the store near the checkout areas.

As of February 2, 2019, we have this layout in approximately 930 Dollar Tree stores and we plan to implement Snack Zone in 1,000 new and existing stores in fiscal 2019.

We are executing several initiatives in our Family Dollar stores to increase sales.

During fiscal 2018, we completed more than 500 Family Dollar renovations, and have completed more than 875 renovations since launching this initiative in the second quarter of fiscal 2017.

In March 2019, we announced plans for a store optimization program for Family Dollar.

This program consists of the following:

| • | A roll-out of a new model for both new and renovated Family Dollar stores internally known as H2. We tested the H2 model in 2018 on a limited basis with positive results. This H2 model has significantly improved merchandise offerings, including Dollar Tree $1.00 merchandise sections and establishing a minimum number of freezer and cooler doors, throughout the store. H2 has increased traffic and provided an average comparable store net sales lift in excess of 10% over control stores. H2 performs well in a variety of locations, and especially in locations where Family Dollar has been most challenged in the past. We started 2019 with approximately 200 H2 stores and plan to renovate at least 1,000 stores to this model in 2019 and expect an accelerated renovation schedule in future years. |

| • | We plan to close under-performing stores. In the fourth quarter of 2018, we closed 84 under-performing stores which brought our total closed stores for the year to 37 more than originally planned. In 2019 we will accelerate the pace of closings to as many as 390 stores. The normal cadence of Family Dollar closings on an annual basis is approximately 75 stores. We expect to incur approximately $28.0 million in store closure costs, which does not include the cost of rent and other lease obligation and fixture costs. |

| • | We plan to re-banner approximately 200 Family Dollar stores to the Dollar Tree brand in 2019. We re-bannered 52 stores to the Dollar Tree brand in 2018 and have re-bannered approximately 350 stores since the acquisition of Family Dollar in 2015. |

| • | Additionally, we plan to install adult beverage product in approximately 1,000 stores and expand freezers and coolers in approximately 400 stores in 2019. |

In fiscal 2019, in addition to the approximately $28.0 million in store closure costs, we estimate that we will incur approximately $30.0 million of incremental initiative costs based on project count and velocity.

On September 18, 2018, we announced that as part of our continuing integration of Family Dollar’s organization and support functions, we plan to consolidate our store support centers in Matthews, North Carolina and Chesapeake, Virginia to our newly-completed office tower in the Summit Pointe development in Chesapeake, Virginia.

Approximately 30 percent of the Matthews associates, including more than 50 percent of the officers and directors, invited to move to Chesapeake have agreed to do so.

We are currently hiring to replace the associates who are not moving.

We expect the consolidation to be completed by the fall of 2019.

We expect to incur total pre-tax expense of approximately $37.0 million in connection with these plans in fiscal 2019 and we incurred approximately $7.3 million in 2018.

Additionally, the following items have already impacted or could impact our business or results of operations during 2019 or in the future:

| • | We have experienced disruptions and higher than anticipated freight costs primarily due to the truck driver shortage in the United States. We expect that this will result in higher costs in future periods as merchandise is sold and could result in lower sales if product is not received in our stores on a timely basis. |

| • | The United States Trade Representative (USTR) has implemented Section 301 tariffs against $250 billion in Chinese goods. Although the tariff rate on $200 billion of those goods was originally expected to rise from 10 percent to 25 percent on March 2, 2019, President Trump announced on February 24, 2019 that he would be postponing the increase. The duration of the postponement is unknown, and the final tariffs are subject to the outcome of trade discussions between the United States and China. However, we do not expect that the tariffs will be material to our business or results of operations in 2019. When the tariffs were implemented, approximately nine percent of our products, measured by sales volume, would have been affected. To mitigate the potential adverse effect of the tariffs, we negotiated price concessions from vendors on certain products, canceled orders, changed product sizes and specifications, changed our product mix and changed vendors. As a result of our mitigation efforts, we believe that we have reduced most of the potential adverse effects of the tariffs on the Dollar Tree and Family Dollar segments in 2019. However, we can give no assurances as to the final scope, duration, or impact of any existing or future tariffs and such tariffs could have a material adverse effect on our business and results of operations if we do not continue to mitigate their impact. |

| Selling, general and administrative expenses, excluding Goodwill impairment and Receivable impairment | | 22.6 | % | | 22.5 | % | | 22.6 | % |

| Goodwill impairment | | 11.9 | % | | — | % | | — | % |

| Receivable impairment | | — | % | | 0.1 | % | | — | % |

| • | On February 23, 2015, we completed the offering of $3.25 billion of acquisition notes which we used in connection with our financing of the acquisition of Family Dollar Stores, Inc. ("Family Dollar") (the "Acquisition"). |

| • | On March 9, 2015, we entered into a credit agreement and term loan facilities and received $3.95 billion under the Term Loan B which we used in connection with our financing of the Acquisition. |

| • | On June 11, 2015, we amended the terms of the New Senior Secured Credit Facilities to refinance the existing $3.95 billion Term Loan B tranche with $3.3 billion in aggregate principal amount of floating-rate Term Loan B-1 and $650.0 million in aggregate principal amount of fixed-rate Term Loan B-2. |

| • | On July 6, 2015, we repaid all amounts outstanding under our Senior Notes issued in 2013. |

| • | On July 6, 2015 (the "Acquisition Date"), we completed our acquisition of Family Dollar. |

| • | On January 26, 2016, we prepaid $1.0 billion of the $3.3 billion Term Loan B-1. |

| • | On August 4, 2016, we announced the elimination of 370 positions, including 100 vacant positions, at our Family Dollar store support center in Matthews, North Carolina. The eliminations were part of the establishment of shared services and our ongoing efforts to achieve $300 million in combined run rate annual synergies by the end of July 2018. |

| • | On August 30, 2016, we amended the terms of the New Senior Secured Credit Facilities to reduce the applicable interest rate margin of the Term Loan A tranche and our New Revolving Credit Facility. |

| • | On September 22, 2016, we amended the terms of the New Senior Secured Credit Facilities to provide for the incurrence of $1,275.0 million in aggregate principal amount of additional loans under the Term Loan A-1 tranche and $750.0 million in aggregate principal amount of Term Loan B-3. In addition, we used $242.0 million of cash on hand to prepay the remainder of the Term Loan B-1. |

| • | In October 2016, we began construction on a 320,000 square foot expansion of our Chesapeake, Virginia Store Support Center. |

| • | On July 27, 2017, we prepaid $500.0 million of the then outstanding $2.2 billion under the Term Loan A-1. |

| • | On January 30, 2018, we provided an irrevocable notice to the 2020 Notes holders to call the $750.0 million 2020 Notes on March 1, 2018. In connection with the early redemption of the 2020 Notes, we recorded a make-whole premium of $9.8 million which was payable on the call date of March 1, 2018. We paid the $759.8 million on March 1, 2018. The remaining $6.1 million of amortizable non-cash deferred financing costs at February 3, 2018 were fully expensed at the call date of March 1, 2018. |

| Rebannered stores | — | | | — | | | — | | | 91 | | | (91 | ) | | — | |

| Rebannered stores | — | | | — | | | — | | | 0.7 | | | (0.7 | ) | | — | |

We believe comparable store net sales continued to be positively affected by a number of our Dollar Tree initiatives, as debit and credit card penetration continued to increase in 2017, and we continued the roll-out of frozen and refrigerated merchandise to more of our Dollar Tree stores.

Among these is a store renovation initiative.

During fiscal 2017, we completed approximately 375 Family Dollar renovations.

These renovations have focused on creating an exciting and more productive Family Dollar shopping experience.

Renovations bring some of the oldest stores to our brand standard, including more productive end-caps, highlighting more relevant and prominent seasonal offerings, assortment expansions in beverage and snacks, hair care, and food in coolers and freezers.

Category adjacencies and updating our front-end checkout are also part of the renovation program.

We are making a number of improvements to the conditions of our stores to provide our customers with a consistent and improved shopping experience.

In addition, we have focused on re-branding our private brand labels in our stores.

These private brands are being developed to provide national brand comparable quality and great values for our customers, as part of our Compare and Save marketing program.

We are adding additional coolers and freezers to facilitate expansion of our product offerings.

Our point-of-sale technology provides us with valuable sales and inventory information to assist our buyers and improve our merchandise allocation to our stores.

We believe that this has enabled us to better manage our inventory flow in our stores resulting in more efficient distribution and store operations.

Acquisition and Divestiture

On July 6, 2015 we completed the Acquisition and Family Dollar became a direct, wholly-owned subsidiary.

Under the Acquisition, the Family Dollar shareholders received $59.60 in cash and 0.2484 shares of our common stock for each share of Family Dollar common stock they owned, plus cash in lieu of fractional shares (the "Merger Consideration").

As of the Acquisition Date, each outstanding performance share right of Family Dollar common stock was canceled in exchange for the right of the holder to receive the Merger Consideration (the "PSR Payment").

The aggregate amount we paid for the Merger Consideration and PSR Payment was $6.8 billion in cash and we issued 28.5 million shares of our common stock, valued at $2.3 billion based on the closing price of our common stock on July 2, 2015.

For a complete description of the Acquisition refer to our Current Report on Form 8-K filed with the SEC on July 8, 2015.

We incurred $39.2 million in acquisition-related expenses in 2015, excluding acquisition-related interest expense.

We also expended approximately $165.7 million in capitalizable debt-issuance costs related to the financing of the Acquisition and $61.5 million and $78.8 million of debt-issuance costs was included as a reduction in "Long-term debt, net, excluding current portion" at February 3, 2018 and January 28, 2017, respectively.

We expect to achieve approximately $300 million in annual cost savings synergies by July 2018, and we will incur $300 million in one-time costs to achieve these synergies.

In 2015, we completed the offering of $3.25 billion of senior notes and entered into a credit facility and term loan providing for $6.2 billion in senior secured credit facilities.

See "Liquidity and Capital Resources" for a further discussion of these transactions.

In connection with the Acquisition, we divested 330 Family Dollar stores to settle Federal Trade Commission charges that the Acquisition would be anticompetitive in certain local markets.

The 330 Family Dollar stores, 325 of which were open at the time of the divestiture, represented approximately $45.5 million of annual operating income.

In accordance with purchase accounting, the net effect of the divestiture on our assets and liabilities is fully reflected in the table summarizing the estimates of fair value set forth in "Note 2 - Acquisition".

At February 2, 2019, our variable rate debt consists of our $750.0 million Senior Floating Rate Notes due 2020 (the “Floating Rate Notes”), which represents approximately 17% of our total debt.

Borrowings under the Floating Rate Notes bear interest at a floating rate, reset quarterly, equal to LIBOR plus 70 basis points.

A 1.0% increase in LIBOR would result in an annual increase in interest expense related to our Floating Rate Notes of $7.5 million.

At February 3, 2018, we had $1.5 billion in borrowings subject to interest rate fluctuations, representing approximately 27% of our total debt.

Borrowings under the Term Loan A-1 bear interest based on LIBOR plus 1.50% to 2.25%, determined based on our secured net leverage ratio.

As of February 3, 2018, Term Loan A-1 bore interest at LIBOR plus 1.50%.

A 50 basis point increase in the variable interest rate tied to our secured net leverage ratio would result in an annual increase in interest expense of $7.7 million.

At February [removed: 3, 2018,] [added: 2, 2019,] we operated [removed: 14,835] [added: 15,237] discount variety retail stores.

The Dollar Tree and Family Dollar [removed: banners] [added: brands] have complementary business models.

Everything is $1.00 at Dollar Tree [added: stores] while Family Dollar is a neighborhood variety store offering merchandise largely for $10.00 or less.

[removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] under the caption [removed: "Segment Information"] [added: “Segment Information”] beginning on page [removed: 26] [added: 27] of this Form 10-K and [removed: "Note 10] [added: “Note 11] - Segment [removed: Reporting"] [added: Reporting”] in [removed: "Item] [added: “Item] 8.

Financial Statements and Supplementary [removed: Data"] [added: Data”] beginning on page [removed: 43] [added: 42] of this Form 10-K.

The Dollar Tree segment includes [removed: 6,650] [added: 7,001] stores operating under the Dollar Tree and Dollar Tree Canada brands, [removed: 11] [added: 12] distribution centers in the United States and two in Canada and a [removed: Store Support Center] [added: store support center] in Chesapeake, Virginia.

We strive to exceed our [removed: customers'] [added: customers’] expectations of the variety and quality of products [removed: that] they can purchase for $1.00 by offering items [removed: that] we believe typically sell for higher prices elsewhere.

We believe our mix of imported and domestic merchandise affords our buyers flexibility that allows them to consistently exceed our [removed: customer's] [added: customers’] expectations.

We added freezers and coolers to [removed: 420] [added: 460] additional stores in [removed: 2017.][added: 2018.]

As of February [removed: 3, 2018,] [added: 2, 2019,] we have freezers and coolers in approximately [removed: 5,205] [added: 5,665] of our Dollar Tree stores.

We plan to install them in 500 new and existing stores [removed: by the end of] [added: during] fiscal [removed: 2018.][added: 2019.]

At any point in time, we carry approximately [removed: 7,250] [added: 7,300] items in our [added: Dollar Tree] stores and as of the end of [removed: 2017] [added: fiscal 2018] approximately [removed: 39%] [added: 40%] of our items are automatically replenished.

In our [removed: 8,185] [added: 8,236] Family Dollar stores, we sell merchandise at prices that generally range from $1.00 to $10.00.

In fiscal [removed: 2017,] [added: 2018,] we purchased approximately [removed: 16%] [added: 13%] of our merchandise through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers.

While the number of items in a given store can vary based on the store’s size, geographic location, merchandising initiatives and other factors, our typical [added: Family Dollar] store generally carries approximately [removed: 7,000] [added: 7,700] basic items alongside items that are ever-changing and seasonally-relevant throughout the year.

- consumable merchandise, which includes [removed: food,] [added: food and beverages,] tobacco, health and beauty aids, household chemicals, [removed: paper]

[added: paper] products, hardware and automotive supplies, diapers, batteries, and pet food and supplies;

- [removed: continuously] aiming [added: continuously] to “Wow” the customer with a compelling, fun and fresh merchandise assortment comprising a

| • | growing both the Dollar Tree and Family Dollar [removed: banners;] [added: brands;] |

- pursuing a “more, better, faster” approach to the [removed: rollout] [added: roll-out] of new Dollar Tree and Family Dollar stores to broaden our

| • | maintaining customer relevance by ensuring that we reinvent ourselves constantly through new merchandise [removed: categories;] [added: categories and initiatives;] |

| • | leveraging the complementary merchandise expertise of each [removed: banner] [added: segment] including Dollar [removed: Tree's] [added: Tree’s] sourcing and product development expertise and Family [removed: Dollar's] [added: Dollar’s] consumer package goods and national brands sourcing expertise; and |

We plan to operate and grow both the Dollar Tree and Family Dollar [removed: banners.][added: brands.]

Dollar Tree [removed: primarily] serves [removed: middle] [added: a broad range of] income customers in suburban locations.

Family Dollar primarily serves a lower [added: than average] income customer in urban and rural locations.

Deliver significant synergy opportunities through [added: continued] integration of Family Dollar.

We [removed: are executing] [added: executed] a detailed integration plan and [removed: expect to achieve] [added: exceeded] our target of approximately $300 million of estimated annual run‑rate cost synergies by July [removed: 2018.][added: 2018, achieving more than $450 million in synergies.]

[removed: This synergy target does] [added: These synergies did] not account for one-time costs to achieve synergies, investments back into the business, integration costs, or cost increases due to inflation, vendor increases, or other factors that are not caused by the business combination.

Sources of synergies [added: continue to] include the following:

| • | Savings from sourcing and procurement of merchandise and non-merchandise goods and services driven by leveraging the combined volume of the Dollar Tree and Family Dollar [removed: banners,] [added: segments,] among other things; |

| • | [removed: Rebannering] [added: Re-bannering] to optimize store formats; |

| • | A reduction in overhead and corporate selling, general and administrative expenses by eliminating redundant [removed: positions and] [added: positions,] optimizing [removed: processes;] [added: processes, integrating our technology resources] and [added: consolidating our store support centers; and] |

Over the long-term, we believe that the market can support more than 10,000 Dollar Tree stores and 15,000 Family Dollar stores across the United [removed: States.][added: States, and approximately 1,000 Dollar Tree stores in Canada.]

The range of our [added: new] store sizes, 8,000 - 10,000 selling square feet for Dollar Tree and [removed: 6,000] [added: 7,000] - [removed: 8,000] [added: 9,000] selling square feet for Family Dollar, allows us to target a particular location with a store that best suits that market and takes advantage of available real estate opportunities.

[removed: Properties"] [added: Properties”] beginning on page [removed: 18] [added: 20] of this Form 10-K.

[removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] beginning on page [removed: 26] [added: 27] of this Form 10-K.

[removed: It is also used to provide] [added: Our inventory management system provides] information to calculate our estimate of inventory cost under the retail inventory method, which is widely used in the retail industry.

We believe that we have appropriate controls [added: in place to be able to certify our financial statements.]

Additionally, we have complied with the listing requirements for the Nasdaq [removed: Stock] [added: Global Select] Market.

In the last five years, net sales increased at a compound annual growth rate of [removed: 29.8%,] [added: 27.6%,] including the addition of Family Dollar.

Over the past year, we rolled out a new layout to a number of our Dollar Tree stores, which we call our Snack Zone.

This layout highlights our immediate consumption snack offerings in the front of the store near the checkout areas.

As of February 2, 2019, we have this layout in approximately 930 Dollar Tree stores and we plan to implement Snack Zone in 1,000 new and existing stores in fiscal 2019.

We believe these initiatives have and will continue to enable us to increase sales and earnings by increasing the number of shopping trips made by our customers.

For information regarding the amounts and percentages of our net sales contributed by the above merchandise categories for the last three fiscal years, please refer to “Note 11 - Segment Reporting” within “Item 8.

Financial Statements and Supplementary Data” beginning on page 42 of this Form 10-K.

During fiscal 2019, we plan to consolidate our Matthews, North Carolina store support center with our store support center in Chesapeake, Virginia in our newly-completed office tower in the Summit Pointe development in Chesapeake, Virginia.

We are executing several initiatives in our Family Dollar stores to increase sales.

During fiscal 2018, we completed more than 500 Family Dollar renovations, and have completed more than 875 renovations since launching this initiative in the second quarter of fiscal 2017.

After continued development, experimentation and testing, we have recently rolled out a new model for both new and renovated Family Dollar stores known as H2.

At the end of fiscal 2018, we had approximately 200 stores with this format.

This new H2 model has significantly improved merchandise offerings, including Dollar Tree $1.00 merchandise sections and establishing a minimum number of freezer and cooler doors, throughout the store.

The stores with the H2 format have increased traffic and provided an average comparable store net sales lift in excess of 10% over control stores.

The H2 format performs well in a variety of locations, and especially in locations where Family Dollar has in the past been the most challenged.

We plan to renovate at least 1,000 stores to this format in 2019 and roll-out this format in new stores and we will pursue an accelerated renovation schedule in future years.

For information regarding the amounts and percentages of our net sales contributed by the above merchandise categories for the last three fiscal years, please refer to “Note 11 - Segment Reporting” within “Item 8.

Financial Statements and Supplementary Data” beginning on page 42 of this Form 10-K.

We also believe our ability to negotiate with our vendor partners allows us to minimize the margin impact of economic pressures such as tariffs.

We use this information to target our inventory levels in our distribution centers and stores in order to plan for capacity and labor needs.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 27 of this Form 10-K.

approximately 46.5 million square feet at January 31, 2015 to 120.1 million square feet at February 2, 2019.

Additionally, in 2018 we completed our Warrensburg, Missouri distribution center, which is 1.2 million square feet, automated and currently serves stores in our Dollar Tree segment.

In fiscal 2019, we announced plans to construct a new 1.2 million square foot distribution center in Rosenberg, Texas which is expected to provide service directly to Dollar Tree and Family Dollar stores and be operational by the summer of 2020.

Our St. George, Utah distribution center services both Family Dollar and Dollar Tree stores.

In addition, we ship select product from our Dollar Tree distribution centers to our Family Dollar distribution centers and in fiscal 2019, we expect to ship select product from our Dollar Tree distribution centers directly to certain of our Family Dollar stores.

Properties” beginning on page 20 of this Form 10-K.

Also, on October 13, 2015, we announced our plans to convert all Deals and Dollar Tree Deals stores to one of our two primary banners, Dollar Tree or Family Dollar.

On November 1, 2015, we completed the transaction pursuant to which we divested 330 Family Dollar stores, 325 of which were open at the time of the divestiture, to Dollar Express LLC ("Dollar Express"), a portfolio company of Sycamore Partners, in order to satisfy a condition as required by the Federal Trade Commission in connection with our purchase of Family Dollar.

We believe this initiative helps drive additional transactions and allows us to appeal to a broader demographic mix.

The following table displays the percentage of net sales of each major product group for the years ended February 3, 2018 and January 28, 2017:

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | February 3, | | | January 28, | |

| Merchandise Type | | 2018 | | | 2017 | |

| Consumable | | 49.0 | % | | 48.9 | % |

| Variety | | 46.3 | % | | 46.5 | % |

| Seasonal | | 4.7 | % | | 4.6 | % |

We are currently executing a store renovation initiative at our Family Dollar stores.

During fiscal 2017, we completed approximately 375 Family Dollar renovations.

These renovations have focused on creating an exciting and more productive Family Dollar shopping experience.

Renovations bring some of the oldest stores to our brand standard, including creating more productive end-caps, highlighting more relevant and prominent seasonal offerings, expanding the assortments in beverage and snacks, hair care, and food in coolers and freezers.

Category adjacencies and updating our front-end checkout are also part of the renovation program.

We are making a number of improvements to the conditions of our stores to provide our customers with a consistent and improved shopping experience.

In addition, we have focused on re-branding our private brand labels in our stores.

These private brands are being developed to provide national brand comparable quality and great values for our customers, as part of our Compare and Save marketing program.

We are adding additional coolers and freezers to facilitate expansion of our product offerings.

| Consumable | | 75.3 | % | | 74.6 | % |

| Home products | | 8.4 | % | | 8.7 | % |

| Apparel and accessories | | 6.6 | % | | 7.0 | % |

| Seasonal and electronics | | 9.7 | % | | 9.7 | % |

We expect to incur $300 million in one-time costs to achieve these target synergies.

We also believe our ability to select quality merchandise helps to minimize markdowns.

Targeting our inventory levels has resulted in more efficient distribution and store operations.

Our inventory management system has allowed us to improve the efficiency of our supply chain, enhance merchandise flow, increase inventory turnover and control distribution and store operating costs.

in place to be able to certify our financial statements.

See "Note 2 - Acquisition" in "Item 8.

Financial Statements and Supplementary [removed: Data"] [added: Data”] beginning on page [removed: 43] [added: 42] of this Form 10-K.

10-K 1 [removed: dltr-2018x02x03x10k.htm] [added: dltr-2019x02x02x10k.htm] 10-K FOR FISCAL YEAR ENDED FEBRUARY [removed: 3, 2018][added: 2, 2019]

For the fiscal year ended February [removed: 3, 2018][added: 2, 2019]

[removed: ][added: ]

| Yes [removed: \[X\]] [added: ý] | No [removed: \[ \]] [added: ¨] |

| Yes [removed: \[ \]] [added: ¨] | No [removed: \[X\]] [added: ý] |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

| Large accelerated filer [removed: \[X\]] [added: ý] | Accelerated filer [removed: \[ \]] [added: ¨] |

| Non-accelerated filer [removed: \[ \] (Do not check if a smaller reporting company)] [added: ¨] | Smaller reporting company [removed: \[ \]] [added: ¨] |

| [added: |] Emerging growth company [removed: \[ \] |] [added: ¨] |

The aggregate market value of common stock held by non-affiliates of the registrant on [removed: July 28, 2017,] [added: August 3, 2018,] the last business day of the [removed: registrant's] [added: registrant’s] most recently completed second fiscal quarter, was [removed: $16,537,291,776,] [added: $21,167,164,088,] based upon the closing sale price for the [removed: registrant's] [added: registrant’s] common stock on such date.

On March [removed: 12, 2018,] [added: 25, 2019,] there were [removed: 237,335,999] [added: 238,204,351] shares of the registrant’s common stock outstanding.

The information [removed: regarding securities authorized for issuance under equity compensation plans] called for in [removed: Item 5 of Part II and the information called for in] Items 10, 11, 12, 13 and 14 of Part III are incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of the Company to be held June [removed: 21, 2018,] [added: 13, 2019,] which will be filed with the Securities and Exchange Commission not later than [removed: June 1, 2018.][added: May 31, 2019.]

| Item 1. | [removed: Business] [added: [Business](#sAC64B50256805957AEC415FEBBD76179)] | [removed: [6](#sA7991D5013585918AE99BC1A57FBFEDF)] [added: [6](#sAC64B50256805957AEC415FEBBD76179)] |

| Item 1A. | [removed: Risk Factors] [added: [Risk Factors](#s648D1DB026B05A0A9CFA91E0A9CB9551)] | [removed: [12](#s6046AD2605CB5B74BC16A36CBCD088A9)] [added: [12](#s648D1DB026B05A0A9CFA91E0A9CB9551)] |

| Item 1B. | [removed: Unresolved] [added: [Unresolved] Staff [removed: Comments] [added: Comments](#s1807BBA5C5255918AFEC100CC97CF093)] | [removed: [17](#s1DA2C32840915E5DB92F83D8899BE327)] [added: [19](#s1807BBA5C5255918AFEC100CC97CF093)] |

| Item 2. | [removed: Properties] [added: [Properties](#sC118A930AF4F5EB993D37599FFE8E654)] | [removed: [18](#s3B114335613B5367B071F6F60E776D5C)] [added: [20](#sC118A930AF4F5EB993D37599FFE8E654)] |

| Item 3. | [removed: Legal Proceedings] [added: [Legal Proceedings](#s6922FC1E1097579881C35A76C82758F9)] | [removed: [21](#s75D2970801EC5FE990602E3F5C0E596F)] [added: [23](#s6922FC1E1097579881C35A76C82758F9)] |

| Item 4. | [removed: Mine] [added: [Mine] Safety [removed: Disclosures] [added: Disclosures](#sACDCB51EFEB85F54A4C949787610F9BD)] | [removed: [21](#s902345730F8C5518834C86876573AE50)] [added: [23](#sACDCB51EFEB85F54A4C949787610F9BD)] |

| Item 5. | [removed: Market] [added: [Market] for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities] [added: Securities](#sD673304333EC54D09D402F6714F7C01D)] | [removed: [22](#sCB19D7C95F555130A3C0FCE16D41CBA3)] [added: [24](#sD673304333EC54D09D402F6714F7C01D)] |

| Item 6. | [removed: Selected] [added: [Selected] Financial [removed: Data] [added: Data](#s680D7C82FA835DD49D9A46B87CCB01FF)] | [removed: [24](#sACD4C89ABF7E5A0C8DFA9B96E61B693B)] [added: [25](#s680D7C82FA835DD49D9A46B87CCB01FF)] |

| Item 7. | [removed: Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations](#sF67259F05CEC5C4FB7BB026B99E410CA)] | [removed: [26](#s54709538596A52AEBCF340CDE248E5CB)] [added: [27](#sF67259F05CEC5C4FB7BB026B99E410CA)] |

| Item 7A. | [removed: Quantitative] [added: [Quantitative] and Qualitative Disclosures About Market [removed: Risk] [added: Risk](#s592A260C04D65061A651FAFF0387E3E5)] | [removed: [42](#sA836CA522CCA527E90AECD4A705D757E)] [added: [41](#s592A260C04D65061A651FAFF0387E3E5)] |

| Item 8. | [removed: Financial] [added: [Financial] Statements and Supplementary [removed: Data] [added: Data](#s85358A3F042450668D23CCFEF812F68F)] | [removed: [43](#s09A9A0A3BB155EA2A1B4ED98CD81CD93)] [added: [42](#s85358A3F042450668D23CCFEF812F68F)] |

| Item 9. | [removed: Changes] [added: [Changes] in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure] [added: Disclosure](#sC0AF5BF6D2535340820F2DDF0E5D24B9)] | [removed: [87](#s2C426361F7655BC699C88460D75A26EF)] [added: [75](#sC0AF5BF6D2535340820F2DDF0E5D24B9)] |

| Item 9A. | [removed: Controls] [added: [Controls] and [removed: Procedures] [added: Procedures](#s7FBF515BAEF4568C8E0D4ABDC383A996)] | [removed: [87](#s7BAF59E9B0CE512DB60D19C1BC92EFFC)] [added: [75](#s7FBF515BAEF4568C8E0D4ABDC383A996)] |

| Item 9B. | [removed: Other Information] [added: [Other Information](#sDA24F6FFC66A5C9EA8FFD8F0396C7BC2)] | [removed: [89](#s8D4D340D1775535A9F43D7A78DD3B628)] [added: [77](#sDA24F6FFC66A5C9EA8FFD8F0396C7BC2)] |

| Item 10. | [removed: Directors,] [added: [Directors,] Executive Officers and Corporate [removed: Governance] [added: Governance](#s558E393A8D1B529CBFE3800A63A979DD)] | [removed: [89](#s462D7AB9C43756149A7F8F5E8A7E3336)] [added: [77](#s558E393A8D1B529CBFE3800A63A979DD)] |

| Item 11. | [removed: Executive Compensation] [added: [Executive Compensation](#sBA7E734C80D8567AB65EEC36BA73C6DA)] | [removed: [89](#s351755910E805F90B507829AB075A131)] [added: [77](#sBA7E734C80D8567AB65EEC36BA73C6DA)] |

| Item 12. | [removed: Security] [added: [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters] [added: Matters](#sAA9288DD055E5032B971771F0F71BA00)] | [removed: [89](#sEF813FD47EBD527F8EE93BB041A0CDDE)] [added: [77](#sAA9288DD055E5032B971771F0F71BA00)] |

| Item 13. | [removed: Certain] [added: [Certain] Relationships and Related Transactions, and Director [removed: Independence] [added: Independence](#s504BABA43B465B0BBDC6D1C7BC403799)] | [removed: [89](#s4D3BB92E3A1C5270803C4A6D43A18122)] [added: [77](#s504BABA43B465B0BBDC6D1C7BC403799)] |

| Item 14. | [removed: Principal] [added: [Principal] Accounting Fees and [removed: Services] [added: Services](#s8F4C7D21F27C5864BF9C08170A9DE4D9)] | [removed: [89](#sD0E7D01F44575FEEA9FD2B05A0542542)] [added: [77](#s8F4C7D21F27C5864BF9C08170A9DE4D9)] |

| Item 15. | [removed: Exhibits,] [added: [Exhibits,] Financial Statement [removed: Schedules] [added: Schedules](#s331B4AA9B6DE5308B798186A80AD29F1)] | [removed: [89](#sE4AB2FB0FE6458D699A2C92FF403943F)] [added: [77](#s331B4AA9B6DE5308B798186A80AD29F1)] |

| Item 16. | [removed: Form] [added: [Form] 10-K [removed: Summary] [added: Summary](#s01808D7447E05EBDB1FEC6CC5507E4E7)] | [removed: [93](#s15547ACE117759B39ED99E01215375B9)] [added: [80](#s01808D7447E05EBDB1FEC6CC5507E4E7)] |

Any statements contained herein that are not statements of historical [removed: fact] [added: facts] may be deemed to be forward-looking statements.

| • | the benefits, results and effects of the Family Dollar acquisition and integration and the combined Company’s plans, objectives, expectations (financial or otherwise), including synergies, the cost to achieve [removed: synergies] [added: synergies, the costs] and [added: length of time to complete] the [added: store support center consolidation and the] effect on earnings per share; |

| • | the ability to retain key personnel at Family Dollar and Dollar [removed: Tree;] [added: Tree, including in connection with the consolidation of the Family Dollar headquarters from North Carolina to Virginia;] |

| • | the [removed: potential] effect of [removed: future law changes,] [added: changes in trade and labor laws,] including [removed: taxes] [added: the actual] and [removed: tariffs,] [added: potential effect of Section 301 tariffs on Chinese goods imposed by] the [added: United States Trade Representative, the potential effect of anti-dumping duties imposed by the United States Department of Commerce, and the effect of the] Fair Labor Standards Act as it relates to the qualification of our managers for exempt status, minimum wage and health care law; |

| • | our growth plans, including our plans to add, [removed: rebanner, expand or] [added: renovate, re-banner, expand,] relocate [removed: stores,] [added: or close stores and any related costs or charges,] our anticipated square footage increase, and our ability to renew leases at existing store locations; |

| • | the average size of our stores to be added in [removed: 2018] [added: 2019] and beyond; |

| Yes ý | No ¨ |

| Yes ý | No ¨ |

| |

| --- |

| |

| ¨ |

| |

| --- |

| |

| ¨ |

| Yes ¨ | No ý |

FORM 10-K

FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2019

| [Signatures](#sF99DA4D412C65DFDA30059A78D4529A6) | | [81](#sF99DA4D412C65DFDA30059A78D4529A6) |

Forward-looking statements can be identified by the fact that they address future events, developments and results and do not relate strictly to historical facts.

| • | the effect of our consumable merchandise initiatives, including the increase in the number of our stores with freezers and coolers and the roll-outs of adult beverage and Snack Zone, on our results of operations; |

| • | our assessment of the materiality and impact on our business of recent accounting pronouncements adopted by the Financial Accounting Standards Board; |

| • | our assessment of the impact on the Company of certain actions by activist shareholders and the Company’s potential responses to these actions; and |

| | |

| --- | --- |

A forward-looking statement is neither a prediction nor a guarantee of future results, events or circumstances.

You should not place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K.

Our forward-looking statements are all based on currently available operating, financial and business information.

\[ \]

| | | |

| | Signatures | [94](#sC546593AC9C25B5BABF763D4426F7C9E) |

Forward-looking statements address future events, developments and results and are based upon current expectations that involve risks and uncertainties.

| • | our anticipated sales, including comparable store net sales, net sales growth and earnings growth; |

| • | the effect on our merchandise mix of consumables and the increase in the number of our stores with freezers and coolers on Dollar Tree's gross profit margin and sales; |

You should not rely on forward-looking statements as predictions of future events.

Management's Discussion and

Moreover, we operate in a very competitive and rapidly changing environment.

As of February [removed: 3, 2018,] [added: 2, 2019,] we operated [removed: 14,835] [added: 15,237] stores in 48 states and the District of Columbia, and five Canadian provinces as detailed below:

| Arkansas | | [removed: 76] [added: 81] | | | [removed: 115] [added: 110] | | | 191 | |

| Delaware | | [removed: 31] [added: 32] | | | [removed: 29] [added: 31] | | | [removed: 60] [added: 63] | |

| Idaho | | [removed: 36] [added: 38] | | | [removed: 47] [added: 51] | | | [removed: 83] [added: 89] | |

| Iowa | | [removed: 54] [added: 64] | | | [removed: 31] [added: 32] | | | [removed: 85] [added: 96] | |

| Maine | | [removed: 38] [added: 39] | | | [removed: 61] [added: 62] | | | [removed: 99] [added: 101] | |

| Montana | | [removed: 14] [added: 15] | | | [removed: 14] [added: 15] | | | [removed: 28] [added: 30] | |

| Nebraska | | [removed: 26] [added: 29] | | | [removed: 37] [added: 36] | | | [removed: 63] [added: 65] | |

| New Hampshire | | [removed: 36] [added: 39] | | | [removed: 31] [added: 29] | | | [removed: 67] [added: 68] | |

| North Dakota | | [removed: 11] [added: 12] | | | 23 | | | [removed: 34] [added: 35] | |

| Oklahoma | | [removed: 77] [added: 83] | | | 138 | | | [removed: 215] [added: 221] | |

| Oregon | | [removed: 92] [added: 95] | | | — | | | [removed: 92] [added: 95] | |

| Rhode Island | | [removed: 30] [added: 31] | | | [removed: 28] [added: 29] | | | [removed: 58] [added: 60] | |

| South Dakota | | [removed: 11] [added: 13] | | | 30 | | | [removed: 41] [added: 43] | |

| Wyoming | | [removed: 13] [added: 12] | | | 31 | | | [removed: 44] [added: 43] | |

| Alberta | | [removed: 38] [added: 37] | |

| British Columbia | | [removed: 51] [added: 49] | |

| Manitoba | | [removed: 12] [added: 13] | |

| Saskatchewan | | [removed: 15] [added: 16] | |

Except for 0.4 million square feet of our distribution center in San Bernardino, [removed: CA,] [added: California,] all of our distribution center capacity is owned.

We believe our distribution center network is currently capable of supporting approximately [removed: $26.5] [added: $28.0] billion in annual sales in the United States.

In [removed: 2017,] [added: 2018,] we began construction on our [removed: Warrensburg, Missouri] [added: Morrow County, Ohio] distribution center, which will be [removed: 1.0] [added: 1.2] million square feet and automated, and will [added: initially] serve stores in our Dollar Tree [removed: banner.][added: segment.]

We expect this facility to be operational in the third quarter of [removed: 2018.][added: 2019.]

| Chesapeake, Virginia | | 400,000 | | [added: | Matthews, North Carolina | | 930,000 | |]

| Olive Branch, Mississippi | | 425,000 | | [added: | West Memphis, Arkansas | | 850,000 | |]

| Joliet, Illinois | | 1,470,000 | | [added: | Front Royal, Virginia | | 907,000 | |]

| Stockton, California | | 854,000 | | [added: | Duncan, Oklahoma | | 907,000 | |]

| Savannah, Georgia | | 1,014,000 | | [added: | Morehead, Kentucky | | 907,000 | |]

| Briar Creek, Pennsylvania | | 1,003,000 | | [added: | Maquoketa, Iowa | | 907,000 | |]

| Marietta, Oklahoma | | 1,004,000 | | [added: | Odessa, Texas | | 907,000 | |]

| San Bernardino, California | | 802,000 | | [added: | Marianna, Florida | | 907,000 | |]

| Ridgefield, Washington | | 665,000 | | [added: | Rome, New York | | 907,000 | |]

| Windsor, Connecticut | | 1,001,000 | | [added: | Ashley, Indiana | | 814,000 | |]

| Cherokee County, South Carolina | | 1,512,000 | | [added: | St. George, Utah* | | 814,000 | |]

With the exception of our Ridgefield, Washington [removed: Dollar Tree] facility and our Matthews, North Carolina [removed: Family Dollar] facility, each of our distribution centers in the United States also contains automated conveyor and sorting systems.

Our Dollar Tree [removed: Store Support Center] [added: store support center] is located in an approximately [removed: 190,000] [added: 510,000] square foot [removed: building,] [added: office tower in the Summit Pointe development,] which we [removed: own] [added: own,] in Chesapeake, Virginia.

Our Family Dollar [removed: Store Support Center] [added: store support center] is located in two buildings totaling approximately 310,000 square feet, which we [removed: own] [added: own,] in Matthews, North Carolina.

For more information on financing of our new and expanded stores, distribution centers and the [removed: expansion of our Dollar Tree Store Support Center,] [added: Summit Pointe development activities,] see [removed: "Item] [added: “Item] 7.

[removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] under the caption [removed: "Funding Requirements"] [added: “Funding Requirements”] beginning on page [removed: 26] [added: 27] of this Form 10-K.

| Alabama | | 132 | | | 160 | | | 292 | |

| Arizona | | 130 | | | 166 | | | 296 | |

| California | | 588 | | | 137 | | | 725 | |

| Colorado | | 100 | | | 129 | | | 229 | |

| Connecticut | | 63 | | | 56 | | | 119 | |

| Florida | | 509 | | | 598 | | | 1,107 | |

| Georgia | | 260 | | | 405 | | | 665 | |

| Illinois | | 271 | | | 225 | | | 496 | |

| Indiana | | 144 | | | 209 | | | 353 | |

| Kansas | | 60 | | | 50 | | | 110 | |

| Kentucky | | 108 | | | 217 | | | 325 | |

| Louisiana | | 117 | | | 328 | | | 445 | |

| Maryland | | 122 | | | 102 | | | 224 | |

| Massachusetts | | 132 | | | 97 | | | 229 | |

| Michigan | | 241 | | | 387 | | | 628 | |

| Minnesota | | 119 | | | 70 | | | 189 | |

| Mississippi | | 78 | | | 155 | | | 233 | |

| Missouri | | 156 | | | 117 | | | 273 | |

| Nevada | | 54 | | | 56 | | | 110 | |

| New Jersey | | 174 | | | 108 | | | 282 | |

| New Mexico | | 49 | | | 134 | | | 183 | |

| New York | | 327 | | | 314 | | | 641 | |

| North Carolina | | 263 | | | 458 | | | 721 | |

| Ohio | | 281 | | | 476 | | | 757 | |

| Pennsylvania | | 307 | | | 315 | | | 622 | |

| South Carolina | | 129 | | | 245 | | | 374 | |

| Tennessee | | 182 | | | 221 | | | 403 | |

| Texas | | 527 | | | 1,095 | | | 1,622 | |

| Utah | | 63 | | | 59 | | | 122 | |

| Virginia | | 186 | | | 242 | | | 428 | |

| Washington | | 127 | | | — | | | 127 | |

| West Virginia | | 51 | | | 130 | | | 181 | |

| Wisconsin | | 129 | | | 141 | | | 270 | |

| Total | | 6,776 | | | 8,236 | | | 15,012 | |

| Ontario | | 110 | |

In 2018, we completed our Warrensburg, Missouri distribution center, which is 1.2 million square feet, automated and currently serves stores in our Dollar Tree segment.

Our St. George, Utah distribution center services both Family Dollar and Dollar Tree stores.

In addition, we ship select product from our Dollar Tree distribution centers to our Family Dollar distribution centers and in fiscal 2019, we expect to ship select product from our Dollar Tree distribution centers directly to certain of our Family Dollar stores.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Alabama | | 130 | | | 167 | | | 297 | |

| Arizona | | 124 | | | 164 | | | 288 | |

| California | | 574 | | | 131 | | | 705 | |

| Colorado | | 94 | | | 128 | | | 222 | |

| Connecticut | | 62 | | | 55 | | | 117 | |

| Florida | | 486 | | | 601 | | | 1,087 | |

| Georgia | | 243 | | | 397 | | | 640 | |

| Illinois | | 254 | | | 224 | | | 478 | |

| Indiana | | 137 | | | 211 | | | 348 | |

| Kansas | | 54 | | | 47 | | | 101 | |

| Kentucky | | 103 | | | 217 | | | 320 | |

| Louisiana | | 111 | | | 324 | | | 435 | |

| Maryland | | 117 | | | 98 | | | 215 | |

| Massachusetts | | 121 | | | 96 | | | 217 | |

| Michigan | | 235 | | | 388 | | | 623 | |

| Minnesota | | 116 | | | 71 | | | 187 | |

| Mississippi | | 75 | | | 161 | | | 236 | |

| Missouri | | 143 | | | 116 | | | 259 | |

| Nevada | | 53 | | | 53 | | | 106 | |

| New Jersey | | 159 | | | 106 | | | 265 | |

| New Mexico | | 48 | | | 132 | | | 180 | |

| New York | | 315 | | | 315 | | | 630 | |

| North Carolina | | 251 | | | 454 | | | 705 | |

| Ohio | | 261 | | | 476 | | | 737 | |

| Pennsylvania | | 297 | | | 316 | | | 613 | |

| South Carolina | | 116 | | | 241 | | | 357 | |

| Tennessee | | 172 | | | 228 | | | 400 | |

| Texas | | 489 | | | 1,062 | | | 1,551 | |

| Utah | | 61 | | | 59 | | | 120 | |

| Virginia | | 179 | | | 244 | | | 423 | |

| Washington | | 122 | | | — | | | 122 | |

| West Virginia | | 46 | | | 126 | | | 172 | |

| Wisconsin | | 118 | | | 145 | | | 263 | |

| Total | | 6,425 | | | 8,185 | | | 14,610 | |

| | | | |

| --- | --- | --- | --- |

| Ontario | | 109 | |

| Location | | Size in Square Feet | |

| Dollar Tree: | | | |

| Family Dollar: | | | |

Our common stock is traded on The Nasdaq Global Select [removed: Market®.][added: Market® under the symbol “DLTR.” As of March 25, 2019, we had 2,507 shareholders of record.]

We did not repurchase any shares of common stock on the open market in fiscal [removed: 2017,] [added: 2018,] fiscal [removed: 2016] [added: 2017] or fiscal [removed: 2015.][added: 2016.]

At February [removed: 3, 2018,] [added: 2, 2019,] we had $1.0 billion remaining under Board repurchase authorization.

The following graph sets forth the yearly percentage change in the cumulative total shareholder return on our common stock during the five fiscal years ended February [removed: 3, 2018,] [added: 2, 2019,] compared with the cumulative total returns of the S&P 500 Index and the S&P Retailing Index.

The comparison assumes that $100 was invested in our common stock on February [removed: 2, 2013,] [added: 1, 2014,] and, in each of the foregoing indices on February [removed: 2, 2013,] [added: 1, 2014,] and that dividends were reinvested.

[removed: ][added: ]

Our common stock has been traded on Nasdaq under the symbol "DLTR" since our initial public offering in 1995.

The following table gives the high and low sales prices of our common stock as reported by Nasdaq for the periods indicated.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | High | | | | Low | | |

| Fiscal year ended January 28, 2017: | | | | | | | | |

| First Quarter | | $ | 83.72 | | | $ | 72.52 | |

| Second Quarter | | 97.45 | | | | 73.02 | | |

| Third Quarter | | 99.93 | | | | 74.36 | | |

| Fourth Quarter | | 91.41 | | | | 72.55 | | |

| Fiscal year ended February 3, 2018: | | | | | | | | |

| First Quarter | | $ | 83.21 | | | $ | 72.89 | |

| Second Quarter | | 83.48 | | | | 65.63 | | |

| Third Quarter | | 93.68 | | | | 71.19 | | |

| Fourth Quarter | | 116.65 | | | | 90.30 | | |

On March 12, 2018, the last reported sale price for our common stock, as quoted by Nasdaq, was $94.29 per share.

As of March 12, 2018, we had approximately 2,657 shareholders of record.

The following table presents a summary of our selected financial data for the fiscal years ended February [added: 2, 2019, February] 3, 2018, January 28, 2017, January 30, 2016, [added: and] January 31, [removed: 2015, and February 1, 2014.][added: 2015.]

The selected [removed: income] statement [added: of operations] and balance sheet data have been derived from our consolidated financial statements that have been audited by our independent registered public accounting firm.

As a result of the [removed: acquisition of Family Dollar] [added: Acquisition] on July 6, 2015, the [removed: income] statement [added: of operations] data below for the year ended January 30, 2016 includes the results of operations of Family Dollar since that date.

Comparable store net sales compares net sales for stores [added: which have been] open [removed: before December] [added: for more than fifteen months by the end] of the year prior to the two years being compared, including expanded [added: or remodeled] stores.

Both our Dollar Tree stores and our acquired Family Dollar stores are included in the comparable store net sales calculation for the [removed: year] [added: years] ended February [added: 2, 2019 and February] 3, 2018.

As a result of the enactment of the Tax Cuts and Jobs Act (“TCJA”) in 2017, [removed: "Net income"] [added: net income] and [removed: "Diluted] [added: diluted] net income per [removed: share"] [added: share] for the year ended February 3, 2018 increased by $583.7 million and $2.45 per share, respectively.

| | February [added: 2, 2019 | | | | February] 3, 2018 | | | | January 28, 2017 | | | | January 30, 2016 | | | | January 31, 2015 | | | [removed: | February 1, 2014 | | |]

| [removed: Income] Statement [added: of Operations] Data: | | | | | | | | | | | | | | | | | | | |

| Net sales | $ | [removed: 22,245.5] [added: 22,823.3] | | | $ | [removed: 20,719.2] [added: 22,245.5] | | | $ | [removed: 15,498.4] [added: 20,719.2] | | | $ | [removed: 8,602.2] [added: 15,498.4] | | | $ | [removed: 7,840.3] [added: 8,602.2] | |

| Gross profit | [removed: 7,021.9] [added: 6,947.5] | | | | [removed: 6,394.7] [added: 7,021.9] | | | | [removed: 4,656.7] [added: 6,394.7] | | | | [removed: 3,034.0] [added: 4,656.7] | | | | [removed: 2,789.8] [added: 3,034.0] | | |

| Selling, general and administrative expenses | [removed: 5,022.8] [added: 7,887.0] | | | | [removed: 4,689.9] [added: 5,022.8] | | | | [removed: 3,607.0] [added: 4,689.9] | | | | [removed: 1,993.8] [added: 3,607.0] | | | | [removed: 1,819.5] [added: 1,993.8] | | |

| Operating income [added: (loss)] | [removed: 1,999.1] [added: (939.5] | | [added: )] | | [removed: 1,704.8] [added: 1,999.1] | | | | [removed: 1,049.7] [added: 1,704.8] | | | | [removed: 1,040.2] [added: 1,049.7] | | | | [removed: 970.3] [added: 1,040.2] | | |

| Net income [added: (loss)] | [removed: 1,714.3] [added: (1,590.8] | | [added: )] | | [removed: 896.2] [added: 1,714.3] | | | | [removed: 282.4] [added: 896.2] | | | | [removed: 599.2] [added: 282.4] | | | | [removed: 596.7] [added: 599.2] | | |

| Gross profit | [removed: 31.6] [added: 30.4] | | % | | [removed: 30.8] [added: 31.6] | | % | | [removed: 30.1] [added: 30.8] | | % | | [removed: 35.3] [added: 30.1] | | % | | [removed: 35.6] [added: 35.3] | | % |

| Selling, general and administrative expenses | [removed: 22.6] [added: 34.5] | | % | | 22.6 | | % | | [removed: 23.3] [added: 22.6] | | % | | [removed: 23.2] [added: 23.3] | | % | | 23.2 | | % |

| Operating income [added: (loss)] | [removed: 9.0] [added: (4.1] | | [removed: %] [added: )%] | | [removed: 8.2] [added: 9.0] | | % | | [removed: 6.8] [added: 8.2] | | % | | [removed: 12.1] [added: 6.8] | | % | | [removed: 12.4] [added: 12.1] | | % |

| Net income [added: (loss)] | [removed: 7.7] [added: (7.0] | | [removed: %] [added: )%] | | [removed: 4.3] [added: 7.7] | | % | | [removed: 1.8] [added: 4.3] | | % | | [removed: 7.0] [added: 1.8] | | % | | [removed: 7.6] [added: 7.0] | | % |

| Diluted net income [added: (loss)] per share | $ | [removed: 7.21] [added: (6.66] | [added: )] | | $ | [removed: 3.78] [added: 7.21] | | | $ | [removed: 1.26] [added: 3.78] | | | $ | [removed: 2.90] [added: 1.26] | | | $ | [removed: 2.72] [added: 2.90] | |

| Diluted net income [added: (loss)] per share increase (decrease) | [added: (192.4 | | )% | |] 90.7 | | % | | 200.0 | | % | | (56.6 | | )% | | 6.6 | | % | [removed: | 1.5 | | % |]

| Cash and cash equivalents and short-term investments | $ | [removed: 1,097.8] [added: 422.1] | | | $ | [removed: 870.4] [added: 1,097.8] | | | $ | [removed: 740.1] [added: 870.4] | | | $ | [removed: 864.1] [added: 740.1] | | | $ | [removed: 267.7] [added: 864.1] | |

| Working capital | [removed: 1,717.2] [added: 2,197.6] | | | | [removed: 1,832.1] [added: 1,717.2] | | | | [removed: 1,840.5] [added: 1,832.1] | | | | [removed: 1,133.0] [added: 1,840.5] | | | | [removed: 692.2] [added: 1,133.0] | | |

| Total assets | [removed: 16,332.8] [added: 13,501.2] | | | | [removed: 15,701.6] [added: 16,332.8] | | | | [removed: 15,901.2] [added: 15,701.6] | | | | [removed: 3,492.7] [added: 15,901.2] | | | | [removed: 2,767.7] [added: 3,492.7] | | |

| Total debt, including capital lease obligations | [removed: 5,732.7] [added: 4,300.0] | | | | [removed: 6,391.8] [added: 5,732.7] | | | | [removed: 7,465.5] [added: 6,391.8] | | | | [removed: 757.0] [added: 7,465.5] | | | | [removed: 769.8] [added: 757.0] | | |

| [removed: Shareholders'] [added: Shareholders’] equity | [removed: 7,182.3] [added: 5,642.9] | | | | [removed: 5,389.5] [added: 7,182.3] | | | | [removed: 4,406.9] [added: 5,389.5] | | | | [removed: 1,785.0] [added: 4,406.9] | | | | [removed: 1,170.7] [added: 1,785.0] | | |

| Number of stores open at end of period | [removed: 14,835] [added: 15,237] | | | | [removed: 14,334] [added: 14,835] | | | | [removed: 13,851] [added: 14,334] | | | | [removed: 5,367] [added: 13,851] | | | | [removed: 4,992] [added: 5,367] | | |

| Dollar Tree | [removed: 6,650] [added: 7,001] | | | | [removed: 6,360] [added: 6,650] | | | | [removed: 5,954] [added: 6,360] | | | | [removed: 5,367] [added: 5,954] | | | | [removed: 4,992] [added: 5,367] | | |

| Family Dollar | [removed: 8,185] [added: 8,236] | | | | [removed: 7,974] [added: 8,185] | | | | [removed: 7,897] [added: 7,974] | | | | [removed: —] [added: 7,897] | | | | — | | |

| Gross square footage at end of period | [removed: 143.9] [added: 148.3] | | | | [removed: 138.8] [added: 143.9] | | | | [removed: 132.1] [added: 138.8] | | | | [removed: 58.3] [added: 132.1] | | | | [removed: 54.3] [added: 58.3] | | |

| Dollar Tree | [removed: 71.6] [added: 75.4] | | | | [removed: 68.5] [added: 71.6] | | | | [removed: 64.2] [added: 68.5] | | | | [removed: 58.3] [added: 64.2] | | | | [removed: 54.3] [added: 58.3] | | |

| Family Dollar | [removed: 72.3] [added: 72.9] | | | | [removed: 70.3] [added: 72.3] | | | | [removed: 67.9] [added: 70.3] | | | | [removed: —] [added: 67.9] | | | | — | | |

| Selling square footage at end of period | [removed: 116.6] [added: 120.1] | | | | [removed: 112.4] [added: 116.6] | | | | [removed: 108.4] [added: 112.4] | | | | [removed: 46.5] [added: 108.4] | | | | [removed: 43.2] [added: 46.5] | | |

| Dollar Tree | [removed: 57.3] [added: 60.3] | | | | [removed: 54.7] [added: 57.3] | | | | [removed: 51.3] [added: 54.7] | | | | [removed: 46.5] [added: 51.3] | | | | [removed: 43.2] [added: 46.5] | | |

| Family Dollar | [removed: 59.3] [added: 59.8] | | | | [removed: 57.7] [added: 59.3] | | | | [removed: 57.1] [added: 57.7] | | | | [removed: —] [added: 57.1] | | | | — | | |

| Selling square footage annual growth(2) | [removed: 3.7] [added: 3.0] | | % | | 3.7 | | % | | [removed: 10.3] [added: 3.7] | | % | | [removed: 7.4] [added: 10.3] | | % | | [removed: 6.9] [added: 7.4] | | % |

| Net sales annual growth(1) | [removed: 7.4] [added: 2.6] | | % | | [removed: 8.6] [added: 7.4] | | % | | [removed: 8.5] [added: 8.6] | | % | | [removed: 9.7] [added: 8.5] | | % | | [removed: 6.0] [added: 9.7] | | % |

| Comparable store net sales increase(1) | [removed: 1.9] [added: 1.7] | | % | | [removed: 1.8] [added: 1.9] | | % | | [removed: 2.1] [added: 1.8] | | % | | [removed: 4.3] [added: 2.1] | | % | | [removed: 2.4] [added: 4.3] | | % |

| Net sales per selling square foot(2) | $ | [removed: 194] [added: 193] | | | $ | [removed: 188] [added: 194] | | | $ | [removed: 191] [added: 188] | | | $ | [removed: 192] [added: 191] | | | $ | [removed: 187] [added: 192] | |

| Net sales per store(2) | $ | 1.5 | | | $ | 1.5 | | | $ | [removed: 1.6] [added: 1.5] | | | $ | [removed: 1.7] [added: 1.6] | | | $ | [removed: 1.6] [added: 1.7] | |

| Return on assets(2) | [removed: 10.7] [added: (10.7] | | [removed: %] [added: )%] | | [removed: 5.7] [added: 10.7] | | % | | [removed: 11.4] [added: 5.7] | | % | | [removed: 19.1] [added: 11.4] | | % | | [removed: 21.6] [added: 19.1] | | % |

| Return on equity(2) | [removed: 27.3] [added: (24.8] | | [removed: %] [added: )%] | | [removed: 18.3] [added: 27.3] | | % | | [removed: 31.5] [added: 18.3] | | % | | [removed: 40.5] [added: 31.5] | | % | | [removed: 42.1] [added: 40.5] | | % |

Stores that have been re-bannered are considered to be new stores and are not included in the calculation of the comparable store net sales change until after the first fifteen months of operation under the new brand.

In the fourth quarter of 2018, we recorded a $2.73 billion non-cash pre-tax and after-tax goodwill impairment charge related to our Family Dollar reporting unit, which is reflected in “Selling, general and administrative expenses” in the accompanying consolidated statements of operations for the year ended February 2, 2019.

This goodwill impairment charge created a net loss for the year ended February 2, 2019, reducing diluted earnings per share by $11.42 per share.

For additional information regarding the impairment of the Family Dollar goodwill, refer to “Note 3 - Goodwill and Nonamortizing Intangible Assets” in “Item 8.

Financial Statements and Supplementary Data” beginning on page 42 of this Form 10-K.

| | February 2, 2019 | | | | February 3, 2018 | | | | January 28, 2017 | | | | January 30, 2016 | | | | January 31, 2015 | | |

| | February 2, 2019 | | | | February 3, 2018 | | | | January 28, 2017 | | | | January 30, 2016 | | | | January 31, 2015 | | |

| [removed: Index] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#sD17926F567B55BB9A417271B177C84A3)] | [removed: Page] [added: [49](#sD17926F567B55BB9A417271B177C84A3)] |

| [removed: Report] [added: [Report] of Independent Registered Public Accounting [removed: Firm] [added: Firm](#s8ADEA5EFE0CE5316A6B5FBD51F22E184)] | [removed: [44](#s6E7663E2D5395C1F8E748DBA5E8CD608)] [added: [43](#s8ADEA5EFE0CE5316A6B5FBD51F22E184)] |

[removed: | Consolidated Income Statements for the Years Ended February] [added: YEARS ENDED FEBRUARY 2, 2019, FEBRUARY] 3, 2018, [removed: January] [added: AND JANUARY] 28, 2017 [removed: and January 30, 2016 | [45](#s0797B576BBD35615952DDCFDCAAD3348) |]

| [removed: Consolidated Balance Sheets as of] [added: | |] February [added: 2, 2019 | | | February] 3, 2018 [removed: and] [added: | | |] January 28, 2017 | [removed: [47](#s741411D7A2845FFCAB7881E66D0B6267)] |

To the [added: Shareholders and] Board of Directors [removed: and Shareholders]

We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. (the [removed: “Company”)] [added: Company)] as of February [removed: 3, 2018] [added: 2, 2019] and [removed: January 28, 2017,] [added: February 3, 2018,] the related consolidated [removed: income statements, and] statements of [added: operations,] comprehensive [removed: income,] [added: income (loss),] shareholders’ equity, and cash flows for each of the years in the three‑year period ended February [removed: 3, 2018.][added: 2, 2019, and the related notes (collectively, the consolidated financial statements).]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February [removed: 3, 2018] [added: 2, 2019] and [removed: January 28, 2017,] [added: February 3, 2018,] and the results of its operations and its cash flows for each of the years in the three‑year period ended February [removed: 3, 2018,] [added: 2, 2019,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”),] [added: (PCAOB),] the Company’s internal control over financial reporting as of February [removed: 3, 2018,] [added: 2, 2019,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March [removed: 16, 2018] [added: 27, 2019] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

CONSOLIDATED [removed: INCOME] STATEMENTS [added: OF COMPREHENSIVE INCOME (LOSS)]

| | | February [removed: 3,] [added: 2,] | | | | [removed: January 28,] [added: February 3,] | | | | January [removed: 30,] [added: 28,] | | |

| (in millions, except per share data) | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Net sales | | $ | [removed: 22,245.5] [added: 22,823.3] | | | $ | [removed: 20,719.2] [added: 22,245.5] | | | $ | [removed: 15,498.4] [added: 20,719.2] | |

| Cost of sales | | [removed: 15,223.6] [added: 15,875.8] | | | | [removed: 14,324.5] [added: 15,223.6] | | | | [removed: 10,841.7] [added: 14,324.5] | | |

| Gross profit | | [removed: 7,021.9] [added: 6,947.5] | | | | [removed: 6,394.7] [added: 7,021.9] | | | | [removed: 4,656.7] [added: 6,394.7] | | |

| Selling, general and administrative expenses, excluding [added: Goodwill impairment and] Receivable impairment | | [removed: 5,004.3] [added: 5,160.0] | | | | [removed: 4,689.9] [added: 5,004.3] | | | | [removed: 3,607.0] [added: 4,689.9] | | |

| Receivable impairment | | [removed: 18.5] [added: —] | | | | [removed: —] [added: 18.5] | | | | — | | |