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

[removed: Our] [added: Our] profitability is vulnerable to cost [removed: increases.][added: increases.]

Wage [removed: rates, labor costs,] [added: rates] and [removed: inflation] [added: labor costs] are expected to increase in [removed: 2019.][added: 2020.]

The minimum wage has increased in certain states and local jurisdictions and is scheduled to increase further in [removed: 2019.][added: 2020.]

Please see [removed: “Item] [added: “[Item] 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations” beginning on page 27 of this Form 10-K] [added: Operations](#sECC5FBBCFE885062B5C7A9DC7D174C4B)”] for further discussion of the effect of economic factors on our operations.

Our success is dependent on our ability to transport merchandise to our distribution centers and then [removed: ship it] to our stores in a timely and cost-effective manner.

We may not anticipate, respond to or control all of the challenges of operating our [removed: receiving and] distribution [removed: systems.][added: network.]

Additionally, [removed: if] [added: when] a [removed: vendor] [added: shipping or trucking line] fails to deliver on its [removed: commitments,] [added: commitments or our distribution centers fail to operate effectively,] we could experience merchandise shortages that could lead to lost sales or increased costs.

Some of the factors that could have an adverse effect on our distribution network or costs [added: in 2020] are:

| • | [removed: Shipping costs.] [added: *Shipping costs*.] We could experience increases in shipping rates imposed by the trans-Pacific ocean carriers. Changes in import duties, import quotas and other trade sanctions could [added: also] increase our costs. [added: We are also experiencing higher import freight costs based on the commencement of low sulphur fuel requirements for ships.] |

[added: | • | *Diesel fuel costs*.] We have experienced volatility in diesel fuel costs over the past few years. [added: |]

[added: | • | *Vulnerability to natural or man-made disasters*. A fire, explosion or natural disaster at a port or any of our distribution] facilities could result in a loss of merchandise and impair our ability to adequately stock our stores. [added: Some facilities are vulnerable to earthquakes, hurricanes or tornadoes. |]

[added: | • | *Labor disagreement*.] Labor disagreements, disruptions or [removed: strikes] [added: strikes, for example at ports,] may result in delays in the delivery of merchandise [added: to our distribution centers or stores and increase costs. |]

[added: | • | *McLane Company, Inc*. In fiscal 2019, we purchased and delivered approximately 14% of our merchandise for our Family Dollar] segment through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple [added: manufacturers. A disruption in our relationship with McLane Company, Inc. could have a significant near-term impact on our operations. |]

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

[removed: Our] [added: Our] business could be adversely affected if we fail to attract and retain qualified associates and key [removed: personnel.][added: personnel.]

Various factors, including the [removed: Acquisition, the] integration [removed: process,] [added: of our segments,] constraints on overall labor availability, wage rates, regulatory or legislative impacts, and benefit costs could impact our ability to attract and retain qualified associates at our stores, distribution centers and corporate offices.

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

Merchandise imported directly accounts for approximately 40% to 42% of our Dollar Tree segment’s total retail value purchases and [removed: 17%] [added: 16%] to [removed: 19%] [added: 18%] of our Family Dollar segment’s total retail value purchases.

[removed: -] [added: | • |] economic crises and international disputes or conflicts; [added: |]

[removed: -] [added: | • |] changes in currency exchange rates or policies and local economic conditions, including inflation [added: (including energy prices and raw material costs)] in the country of origin; [added: |]

[removed: -] [added: | • |] potential changes to, or withdrawal of the United States from, international trade [removed: agreements;][added: agreements or the failure of the United States to maintain normal trade relations with China and other countries; |]

[removed: -] [added: | • |] changes in leadership and the political climate in countries from which we import [removed: products;] [added: products] and [added: their relations with the United States; and |]

[removed: We] [added: We] rely on computer and technology systems in our operations, and any material failure, inadequacy, interruption or security failure of those systems [added: including because of a cyber-attack] could harm our ability to effectively operate and grow our business and could adversely affect our financial [removed: results.][added: results.]

[removed: Such failures] [added: Failures] may [added: also] be caused by various [added: other] 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 [removed: providers, or a breach in the security of these systems or platforms, including through computer viruses and cyber-attacks.][added: providers.]

[removed: If] [added: If] we [added: suffer a data breach and] 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, which could damage our business reputation and adversely affect our results of operations or [removed: business.][added: business.]

[removed: Despite these measures, cyber-attacks are rapidly evolving and becoming increasingly sophisticated and difficult to detect and we] [added: We] may be vulnerable to, and unable to anticipate, detect and appropriately respond [removed: to,] [added: to such cyber-security attacks, including] data security breaches and data [removed: loss, including cyber-security attacks.][added: loss.]

Moreover, significant capital investments and other expenditures could also be required to remedy [removed: cybersecurity] [added: cyber-security] problems and prevent future security breaches, including costs associated with additional security technologies, [removed: personnel and] [added: personnel,] experts [added: and services (e.g. credit-monitoring services)] for those whose data has been breached.

[removed: Our] [added: Our] growth is dependent on our ability to increase sales in existing stores and to expand our square footage [removed: profitably.][added: profitably.]

Easter was observed on April [removed: 16, 2017 and April 1, 2018,] [added: 21, 2019] and will be observed on April [removed: 21, 2019.][added: 12, 2020.]

[removed: We may not manage] our expansion effectively, and our failure to achieve our expansion plans could materially and adversely affect our business, financial condition and results of operations.

[removed: We] [added: We] could incur losses due to impairment of long-lived assets, goodwill and intangible [removed: assets.][added: assets.]

In [removed: fiscal] 2018, [removed: 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 [removed: has] experienced [removed: that have] [added: which] impacted our ability to grow the business at the originally estimated rate when the Company made the acquisition in [removed: 2015.][added: 2015, we determined that the carrying value of the Family Dollar assets was greater than its estimated fair value and recorded an impairment charge.]

These challenges [removed: include] [added: included] slower sales growth, increased freight costs driven by the driver shortage, reinvestment in store labor and higher shrink.

[removed: In the future, failure] [added: Failure] to [added: fully] 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.

For additional information on goodwill impairments please refer to [removed: “Note 3 - Goodwill and Nonamortizing Intangible Assets” in “Item 8.][added: [Note 3](#s40F9597518475932B02E99620A8751BC) to our consolidated financial statements.]

[removed: Our] [added: Our] profitability is affected by the mix of products we [removed: sell.][added: sell.]

Our gross profit margin [removed: could decrease if] [added: decreases when] we increase the proportion of higher cost goods we [removed: sell in the future.][added: sell.]

In recent years, the percentage of our sales from higher cost consumable products has [removed: increased] [added: increased,] and we can give no assurance that this trend will not continue.

[removed: We] [added: However, we] can give no assurance that [removed: we] [added: that] will [removed: be able to do so.][added: not change in the future.]

The coronavirus pandemic is an emerging serious threat to health and economic wellbeing affecting our customers, our associates and our sources of supply.

On March 11, 2020, the World Health Organization announced that infections of the coronavirus COVID-19 had become pandemic, and on March 13, the U.S. President announced a National Emergency relating to the disease.

There is a possibility of widespread infection in the United States and abroad, with the potential for catastrophic impact.

National, state and local authorities have recommended social distancing and imposed or are considering quarantine and isolation measures on large portions of the population, including mandatory business closures.

These measures, while intended to protect human life, are expected to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration.

The effectiveness of economic stabilization efforts, including proposed government payments to affected citizens and industries, is uncertain.

Some economists are predicting the United States will soon enter a recession.

The sweeping nature of the COVID-19 pandemic makes it extremely difficult to predict how the company’s business and operations will be affected in the longer run.

However, the likely overall economic impact of the pandemic is viewed as highly negative to the general economy.

We may become subject to store closures.

We have been classified as an essential business in the jurisdictions that have decided that issue to date, and we have been allowed to remain open.

Our small, convenient stores; our sale of food, paper products, personal sanitation products, cleaning supplies, and over the counter drugs; and our acceptance of SNAP benefits among other factors have been important to our classification as an essential business.

We may also be forced to close for other reasons such as the health of our associates or because of disruptions in the continued operation of our supply chain and sources of supply.

It is possible facility closures for health reasons could also impact company distribution centers or our store-support center in Chesapeake, Virginia.

Additionally, as pandemic conditions wane, we cannot predict how quickly the marketplaces in which we operate would return to normal.

Any of the foregoing factors, or other cascading effects of the coronavirus pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our sales and damage the company’s results of operations and its liquidity position, possibly to a significant degree.

The duration of any such impacts cannot be predicted.

We could continue to encounter higher costs and disruptions in our distribution network.

We also rely heavily on third parties including ocean shippers and truckers in that process.

In the last several years, we have incurred higher distribution costs due to a variety of factors.

| • | *Shipping disruption*. Our oceanic shipping schedules and shipping capacity may be disrupted or delayed from time to time. One factor that may have an impact in 2020 is the outbreak and spread of the coronavirus identified as COVID-19, which presents a risk to trans-Pacific shipping. The coronavirus, which has resulted in an epidemic and travel restrictions, originated and is concentrated in China, where we buy a significant portion of our merchandise. Our supply chain may be disrupted, or our transportation costs might increase, as a result of the coronavirus as well as other international events such as war or acts of terrorism. |

| | |

| --- | --- |

| • | *Efficient operations and management*. Distribution centers and other aspects of our distribution network are difficult to operate efficiently, and we have and could experience a reduction in operating efficiency as a result of high turnover and challenges in maintaining a stable workforce. We are in the process of enhancing our distribution and logistics management to cope with our challenges, but have not completed that process. |

| | |

| --- | --- |

| | |

| --- | --- |

| • | *Trucking costs*. We have recently experienced significant increases in trucking costs due to the truck driver shortage and other factors in 2018, which abated in the fourth quarter of 2019; however, not to the extent anticipated, and our future trucking costs could be higher than we anticipate. |

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| --- | --- |

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| --- | --- |

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| --- | --- |

| | |

| --- | --- |

| • | duties, tariffs or other restrictions on trade including Section 301 tariffs that have already been imposed on imported Chinese goods; the Section 301 tariffs that have already been assessed are expected to increase merchandise costs significantly in the first two quarters of 2020, but merchandise costs in the last two quarters of 2020 are expected to be affected similarly to the last two quarters of 2019; |

| | |

| --- | --- |

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.

We also rely on third parties to deliver certain merchandise directly from vendors to our stores.

- Shipping disruption.

Our oceanic shipping schedules may be disrupted or delayed from time to time.

- Efficient operations.

Distribution centers and other aspects of our distribution network are difficult to operate

efficiently and we have and could experience a reduction in operating efficiency.

- Diesel fuel costs.

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

- Vulnerability to natural or man-made disasters.

A fire, explosion or natural disaster at a port or any of our distribution

Some facilities are

vulnerable to earthquakes, hurricanes or tornadoes.

- Labor disagreement.

to our distribution centers or stores and increase costs.

- War, terrorism and other events.

War and acts of terrorism in the United States, the Middle East, or in China or other

parts of Asia, where we buy a significant amount of our imported merchandise, could disrupt our supply chain or

increase our transportation costs.

- Economic conditions.

Suppliers may encounter financial or other difficulties.

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

manufacturers.

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

on our operations.

Integrating Family Dollar’s operations with ours may be more difficult, costly or time consuming than expected, including disruptions or the loss of key personnel in connection with the consolidation of the Family Dollar headquarters from North Carolina to Virginia.

The success of the Family Dollar acquisition (the “Acquisition”), including anticipated benefits, synergies and cost savings, will depend, in part, on our ability to successfully combine and integrate the businesses and cultures of the Family Dollar segment into our company.

The integration is not yet complete.

- an increase in duties, tariffs or other restrictions on trade;

- raw material shortages, work stoppages, strikes and political unrest;

- failure of the United States to maintain normal trade relations with China and other countries.

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

If duties increase, increasing the cost of imported goods, we may sell less imported goods and our profitability may suffer.

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

As a result, our gross profit margin could decrease unless we are able to maintain our current merchandise cost sufficiently to offset any decrease in our product margin percentage.

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.

Starboard has also made public statements calling for changes to the Company’s strategy.

Legal Proceedings” beginning on page 23 of this Form 10-K and “Note 5 - Commitments and Contingencies” under the caption “Contingencies” in “Item 8.

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

As you read Management’s Discussion and Analysis, please refer to our consolidated financial [removed: statements,] [added: statements and related notes,] included in [removed: “Item] [added: “[Item] 8.

[removed: Key] [added: Key] Events and Recent [removed: Developments][added: Developments]

| [removed: •] [added: •] | [removed: Integration] [added: Integration] of Family [removed: Dollar] [added: Dollar] |

| ◦ | In [removed: the third quarter of 2018, we announced that] [added: fiscal 2019,] we [removed: plan to consolidate] [added: substantially completed] our [added: consolidation of our] store support centers in Matthews, North Carolina and Chesapeake, Virginia to our [removed: newly-completed office tower in the] Summit Pointe development in Chesapeake, Virginia. |

| ◦ | [removed: Based] [added: In 2018, based] on our strategic and operational reassessment of the Family Dollar [removed: segment,] [added: segment] following challenges that the business [removed: has] experienced that [removed: 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 [removed: 2018.] [added: 2018 and we performed our annual impairment test in 2019.] The results of the impairment [removed: test] [added: tests] showed that the fair value of the Family Dollar [removed: business] [added: reporting unit] was lower than [removed: the] [added: its] carrying value resulting in [removed: a] [added: $313.0 million and] $2.73 billion non-cash pre-tax and after-tax goodwill impairment [removed: charge.] [added: charges in the fourth quarters of fiscal 2019 and 2018, respectively.] |

| ◦ | [removed: On] [added: In] March [removed: 6,] 2019, we announced plans for a store optimization program for Family Dollar. For fiscal 2019, this program [removed: includes] [added: included] rolling out a new model for both new and renovated Family Dollar stores, internally known as H2, [removed: to at least 1,000 stores, closing as many as 390 under-performing stores,] re-bannering [removed: 200 Family Dollar] [added: selected] stores to the Dollar Tree brand, [added: closing under-performing stores, and] installing adult beverages [removed: in approximately 1,000 stores] and expanding freezers and coolers in [removed: approximately 400] [added: selected] stores. [added: We plan to continue to roll out the H2 concept to more stores, increase the number of stores with adult beverages and expand freezers and coolers in selected stores in 2020.] |

| [removed: •] [added: •] | [removed: Supply Chain] [added: Supply Chain] |

| ◦ | In the [removed: second] [added: third] quarter of 2018, we [removed: completed construction of] [added: opened] a new 1.2 million square foot distribution center in Warrensburg, Missouri. |

| ◦ | [removed: During] [added: In] fiscal [removed: 2018,] [added: 2019,] we began construction of a new 1.2 million square foot distribution center in [removed: Morrow County, Ohio] [added: Rosenberg, Texas] which is expected to be operational in the third quarter of [removed: 2019.] [added: 2020.] |

| • | [removed: Long-term Debt] [added: Long-term Debt] |

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

[removed: Overview][added: Overview]

At February [removed: 2, 2019,] [added: 1, 2020,] 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 [removed: 2, 2019] [added: 1, 2020] and February [removed: 3, 2018] [added: 2, 2019] is as follows:

| | [removed: Year Ended] [added: Year Ended] | | | | | | | | | | | | | | | | |

| | [removed: February 2, 2019] | [removed: | |] [added: February 1, 2020] | | | [added: February 2, 2019] | | | February 3, 2018 | | [removed: | | | | | |]

| | [removed: Dollar Tree] [added: Dollar Tree] | | | [removed: Family Dollar] [added: Family Dollar] | | | [removed: Total] [added: Total] | | | [removed: Dollar Tree] [added: Dollar Tree] | | | [removed: Family Dollar] [added: Family Dollar] | | | [removed: Total] [added: Total] | |

| [removed: Store Count:] [added: Store Count:] | | | | | | | | | | | | | | | | | |

| Beginning | [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] | |

| New stores | [removed: 320] [added: 348] | | | [removed: 226] [added: 170] | | | [removed: 546] [added: 518] | | | [removed: 315] [added: 320] | | | [removed: 288] [added: 226] | | | [removed: 603] [added: 546] | |

| Re-bannered stores | [removed: 52] [added: 200] | | | [removed: (53] [added: (200] | ) | | [removed: (1] [added: —] | [removed: )] | | [removed: —] [added: 52] | | | [removed: —] [added: (53] | [added: )] | | [removed: —] [added: (1] | [added: )] |

| Closings | [removed: (21] [added: (44] | ) | | [removed: (122] [added: (423] | ) | | [removed: (143] [added: (467] | ) | | [removed: (25] [added: (21] | ) | | [removed: (77] [added: (122] | ) | | [removed: (102] [added: (143] | ) |

| Ending | [removed: 7,001] [added: 7,505] | | | [removed: 8,236] [added: 7,783] | | | [removed: 15,237] [added: 15,288] | | | [removed: 6,650] [added: 7,001] | | | [removed: 8,185] [added: 8,236] | | | [removed: 14,835] [added: 15,237] | |

| Relocations | [removed: 54] [added: 47] | | | [removed: 13] [added: 15] | | | [removed: 67] [added: 62] | | | [removed: 82] [added: 54] | | | [removed: 31] [added: 13] | | | [removed: 113] [added: 67] | |

| [removed: Selling] [added: Selling] Square Feet (in [removed: millions):] [added: millions):] | | | | | | | | | | | | | | | | | |

| Beginning | [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] | |

| New stores | [removed: 2.7] [added: 3.0] | | | [removed: 1.7] [added: 1.3] | | | [removed: 4.4] [added: 4.3] | | | [removed: 2.6] [added: 2.7] | | | [removed: 2.1] [added: 1.7] | | | [removed: 4.7] [added: 4.4] | |

| Re-bannered stores | [removed: 0.4] [added: 1.5] | | | [removed: (0.4] [added: (1.5] | ) | | — | | | [removed: —] [added: 0.4] | | | [removed: —] [added: (0.4] | [added: )] | | — | |

| Closings | [removed: (0.2] [added: (0.4] | ) | | [removed: (0.8] [added: (2.9] | ) | | [removed: (1.0] [added: (3.3] | ) | | (0.2 | ) | | [removed: (0.5] [added: (0.8] | ) | | [removed: (0.7] [added: (1.0] | ) |

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

| Ending | [removed: 60.3] [added: 64.6] | | | [removed: 59.8] [added: 56.7] | | | [removed: 120.1] [added: 121.3] | | | [removed: 57.3] [added: 60.3] | | | [removed: 59.3] [added: 59.8] | | | [removed: 116.6] [added: 120.1] | |

The average size of stores opened in [removed: 2018] [added: 2019] was approximately [removed: 8,440] [added: 8,600] selling square feet (or about [removed: 10,480] [added: 10,640] gross square feet) for the Dollar Tree segment and [removed: 7,350] [added: 7,770] selling square feet (or about [removed: 9,110] [added: 9,630] gross square feet) for the Family Dollar segment.

For [removed: 2019,] [added: 2020,] 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 7,000 - 9,000 selling square feet (or about 9,000 - 11,000 gross square feet) for the Family Dollar segment.

Fiscal [removed: 2018] [added: 2019] and fiscal [removed: 2016] [added: 2018] which ended on February [removed: 2, 2019] [added: 1, 2020] and [removed: January 28, 2017,] [added: February 2, 2019,] respectively, each included 52 weeks.

Including the impact of Canadian currency fluctuations, comparable store net sales increased the same [removed: 1.7% due to an increase in average ticket.][added: 1.8%.]

On a constant currency basis, comparable store net sales increased [removed: 3.3%] [added: 2.3%] in the Dollar Tree segment and increased [removed: 0.1%] [added: 1.4%] in the Family Dollar segment in fiscal [removed: 2018.][added: 2019.]

[removed: Including the impact of currency, comparable] [added: Comparable] store net sales [removed: in the Dollar Tree segment] increased [removed: the same 3.3%,] [added: 1.8% on a constant currency basis] as a result of a [removed: 1.8%] [added: 1.2%] increase in average ticket and a [removed: 1.5%] [added: 0.6%] increase in customer count.

In the Family Dollar segment, [removed: a 2.0%] [added: an] increase [added: of 1.8%] in average ticket was [added: partially] offset by a [removed: 1.9% decline] [added: decrease] in customer [removed: count.][added: count of 0.4%.]

We continued the roll-out of frozen and refrigerated merchandise to more of our Dollar Tree stores in [removed: 2018] [added: 2019] and as of February [removed: 2, 2019,] [added: 1, 2020,] the Dollar Tree [removed: segment] [added: banner] had frozen and refrigerated merchandise in approximately [removed: 5,665] [added: 6,155] stores compared to approximately [removed: 5,205] [added: 5,665] stores at February [removed: 3, 2018.][added: 2, 2019.]

[removed: Over the past year,] [added: In 2018,] we rolled out a new layout to a number of our Dollar Tree stores, which we call our Snack Zone.

This section of Form 10-K generally discusses 2019 and 2018 events and results and year-to-year comparisons between 2019 and 2018.

Discussions of 2017 items and year-to-year comparisons between 2018 and 2017 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended February 2, 2019.

In Management’s Discussion and Analysis, we explain the general financial condition and the results of operations for our company, including, factors that affect our business, analysis of annual changes in certain line items in the consolidated financial statements, performance of each of our operating segments, expenditures incurred for capital projects and sources of funding for future expenditures.

| • | Coronavirus Pandemic |

| ◦ | In March 2020, infections of the coronavirus COVID-19 had become pandemic with persons testing positive in all fifty states and the District of Columbia. With the possibility of widespread infection in the United States and abroad, national, state and local authorities have recommended social distancing and imposed or are considering quarantine and isolation measures on large portions of the population, including mandatory business closures. The Company has been classified as an essential business in certain jurisdictions that have decided that issue to date, and we have been allowed to remain open. However, we can give no assurance that that will not change in the future and we may also be forced to close stores or other facilities for other reasons such as the health of our associates or because of disruptions in the continued operation of our supply chain and sources of supply. Other economic effects of the COVID-19 pandemic are difficult to predict and may adversely impact our results of operations or business condition. |

| ◦ | In the third quarter of 2019, we opened a new 1.2 million square foot distribution center in Morrow County, Ohio. |

| ◦ | In fiscal 2019, we announced plans to construct a new high velocity distribution center in Ocala, Florida that will provide service directly to Dollar Tree and Family Dollar stores throughout Florida and parts of the Southeast and will be built in two phases eventually comprising a 1.7 million square foot facility. |

| ◦ | During the fourth quarter of 2019, we prepaid $500.0 million of the $750.0 million Senior Floating Rate Notes due 2020 and accelerated the expensing of $0.3 million of deferred financing costs. |

| | February 1, 2020 | | | | | | | | | February 2, 2019 | | | | | | | |

In the Dollar Tree segment, customer count increased 1.3% and average ticket increased 1.0%.

Dollar Tree Initiatives

We expect to open approximately 350 Dollar Tree stores in fiscal 2020.

Family Dollar Initiatives

Included in that program was 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 approximately 20 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% in the first year following renovation.

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

We began 2019 with approximately 200 H2 stores and as of February 1, 2020, we have approximately 1,535 H2 stores.

We plan to renovate approximately 1,250 stores to the H2 format in fiscal 2020.

In addition, we installed adult beverage product in approximately 620 stores in 2019 and plan to add it to approximately 1,000 more stores in 2020.

We believe the addition of adult beverage to our assortment will drive traffic to our stores.

We expect to open approximately 200 Family Dollar stores in fiscal 2020, which are expected to be in the H2 format.

As a part of the fiscal 2019 store optimization program at Family Dollar, we closed 423 under performing stores and incurred approximately $42.5 million in store closure costs related to markdowns, labor and the disposal of fixed assets.

In 2020, we plan to close approximately 100 stores at the end of their lease terms.

to move to Chesapeake agreed to do so.

Other Items

| • | The Office of the United States Trade Representative (USTR) previously imposed tariffs under Section 301 against Chinese goods described on Lists 1, 2, and 3 at a rate of 25%. On September 1, 2019, goods described on List 4A became subject to tariffs at the rate of 15%. On February 14, 2020, the tariff rate on List 4A goods declined to 7.5%. |

| • | During 2019 we were able to negotiate price concessions from vendors on certain products, cancel orders, change product sizes and specifications, change our product mix and change vendors in order to mitigate most of the potential adverse effects of the tariffs under Lists 1, 2 and 3 on the Dollar Tree and Family Dollar segments through January 2020. Due to the timing of the List 4A tariffs, we were not able to significantly mitigate these tariffs in 2019. As a result, in the fourth quarter of 2019, Section 301 tariffs increased our costs of goods sold by approximately $29.0 million. |

| • | We believe that the annualization of these tariffs under Section 301 will increase cost of goods sold in 2020 by approximately $47.0 million as compared to 2019, with the majority of this increase affecting the first half of 2020. |

| • | We will continue to assess the future impact of these tariffs. We can give no assurances as to the final scope, duration, or impact of any existing or future tariffs. The tariffs could have a material adverse effect on our business and results of operations in 2020. |

| • | We anticipate higher import freight costs continuing into 2020 based on our April 2019 rate negotiations and the commencement in January 2020 of low sulphur fuel requirements for ships. |

| • | We also anticipate higher promotional activity in the first quarter of 2020 in the Family Dollar segment as we rebuild our discretionary assortment. |

sales resulting from store closures primarily on the Family Dollar segment.

Gross profit. Gross profit increased $93.2 million or 1.3%, to $7,040.7 million in 2019 compared to $6,947.5 million in 2018.

We recorded non-cash goodwill impairment charges of $313.0 million and $2,727.0 million in fiscal 2019 and fiscal 2018, respectively.

The goodwill impairments are discussed further in [Note 3](#s40F9597518475932B02E99620A8751BC) to our consolidated financial statements.

This increase in selling, general and administrative expenses was a result of the following:

| • | Operating and corporate expenses increased approximately 40 basis points resulting from increased costs related to the consolidation of our store support centers, costs related to the disposal of fixed assets due to store closures in conjunction with the Family Dollar store optimization program, higher legal expenses and increased debit and credit fees resulting from higher penetration. |

| • | Payroll expenses increased approximately 15 basis points primarily due to average hourly rate increases and additional hours, including higher temporary help expenses, to support store-level initiatives. These increases were partially offset by decreased retirement plan contributions. |

In Management’s Discussion and Analysis, we explain the general financial condition and the results of operations for our company, including:

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| • | what factors affect our business; |

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| --- | --- |

| • | what our net sales, earnings or losses, gross margins and costs were in 2018, 2017 and 2016; |

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

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| • | how all of this affects our overall financial condition; |

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| • | what our expenditures for capital projects were in 2018 and 2017 and what we expect them to be in 2019; and |

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| --- | --- |

| • | where funds will come from to pay for future expenditures. |

Financial Statements and Supplementary Data” of this Form 10-K, which present the results of operations for the fiscal years ended February 2, 2019, February 3, 2018 and January 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 2018 compared to fiscal year 2017 and for fiscal year 2017 compared to fiscal year 2016.

We also provide information regarding the performance of each of our operating segments.

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| ◦ | In the second quarter of 2016, we completed construction of a new 1.5 million square foot distribution center in Cherokee County, South Carolina. |

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| --- | --- |

| ◦ | In the third quarter of 2016, we completed a 0.3 million square foot expansion of our distribution center in Stockton, California. |

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| --- | --- |

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

At February [removed: 2, 2019,] [added: 1, 2020,] our variable rate debt consists of our [removed: $750.0] [added: $250.0] million Senior Floating Rate Notes due [removed: 2020 (the “Floating Rate Notes”), which represents approximately 17% of our total debt.][added: April 2020.]

A hypothetical increase of one percentage point on these notes would not materially affect our results of operations or cash flows.

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.

[removed: Overview][added: Overview]

At February [removed: 2, 2019,] [added: 1, 2020,] we operated [removed: 15,237] [added: 15,288] discount variety retail stores.

[added: On July 6, 2015, we completed our acquisition of Family Dollar Stores, Inc.] The Dollar Tree and Family Dollar brands have complementary business models.

For discussion of the operating results of our reporting business segments, refer to [removed: “Item] [added: “[Item] 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations](#sECC5FBBCFE885062B5C7A9DC7D174C4B)”] under the caption “Segment Information” [removed: beginning on page 27 of this Form 10-K] and [removed: “Note 11 - Segment Reporting” in “Item 8.][added: [Note 12](#s65C23A62FABE5EEFB553385981A92A43) to our consolidated financial statements.]

[removed: Dollar Tree][added: Dollar Tree]

The Dollar Tree segment includes [removed: 7,001] [added: 7,505] stores operating under the Dollar Tree and Dollar Tree Canada brands, [removed: 12] [added: 13] distribution centers in the United States and two in [removed: Canada and a store support center in Chesapeake, Virginia.][added: Canada.]

We added freezers and coolers to [removed: 460] [added: approximately 490] additional stores in [removed: 2018.][added: fiscal 2019.]

As of February [removed: 2, 2019,] [added: 1, 2020,] we have freezers and coolers in approximately [removed: 5,665] [added: 6,155] of our Dollar Tree stores.

We plan to install them in [removed: 500] [added: 425] new and existing stores during fiscal [removed: 2019.][added: 2020.]

[removed: Over the past year,] [added: In fiscal 2018,] we rolled out a new layout to a number of our Dollar Tree stores, which we call our Snack Zone.

As of February [removed: 2, 2019,] [added: 1, 2020,] we have [removed: this layout] [added: Snack Zone] in [removed: approximately 930] [added: more than 2,100] Dollar Tree stores and we plan to [removed: implement] [added: incorporate] Snack Zone in [removed: 1,000] [added: 500] new and existing stores in fiscal [removed: 2019.][added: 2020.]

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

[removed: At any point in time, we] [added: We] carry approximately [removed: 7,300] [added: 7,700] items in our Dollar Tree stores and as of the end of fiscal [removed: 2018] [added: 2019] approximately [removed: 40%] [added: 37%] of our items are automatically replenished.

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 [removed: “Note 11 - Segment Reporting” within “Item 8.][added: [Note 12](#s65C23A62FABE5EEFB553385981A92A43) to our consolidated financial statements.]

[removed: Family Dollar][added: Family Dollar]

Our Family Dollar segment operates general merchandise [removed: discount] retail [added: discount] stores providing customers with a selection of competitively-priced merchandise in convenient neighborhood stores.

In our [removed: 8,236] [added: 7,783] Family Dollar stores, we sell merchandise at prices that generally range from $1.00 to $10.00.

The Family Dollar segment consists of our store operations under the Family Dollar [removed: brand,] [added: brand and] 11 distribution [removed: centers and a store support center in Matthews, North Carolina.][added: centers.]

In fiscal [removed: 2018,] [added: 2019,] we purchased approximately [removed: 13%] [added: 14%] of our merchandise through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers.

In addition, approximately [removed: 18%] [added: 17%] of our merchandise is imported directly.

After continued development, experimentation and testing, [added: in the third quarter of fiscal 2018] we [removed: have recently rolled out] [added: introduced] a new model for both new and renovated Family Dollar stores known as H2.

[removed: This new] [added: The] H2 [removed: model] [added: store format] has significantly improved merchandise offerings, including [added: approximately 20] 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% [removed: over control stores.][added: in the first year following renovation.]

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

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 Family Dollar store generally carries approximately [removed: 7,700] [added: 7,800] basic items alongside items that are ever-changing and seasonally-relevant throughout the year.

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 [removed: “Note 11 - Segment Reporting” within “Item 8.][added: [Note 12](#s65C23A62FABE5EEFB553385981A92A43) to our consolidated financial statements.]

[removed: Business Strategy][added: Business Strategy]

[removed: Continue] [added: *Continue] to execute our proven and best‑in‑class retail business [removed: strategy.][added: strategy.* We will continue to execute our proven strategies that have generated a history of success and continued growth for the Company.]

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

[removed: Operate] [added: *Operate] a diversified and complementary business model across both [removed: fixed‑price] [added: fixed*‑*price] and [removed: multi‑price] [added: multi*‑*price] point [removed: strategies.][added: strategies.* We plan to operate and grow both the Dollar Tree and Family Dollar brands.]

[added: *Take advantage of significant white-space opportunity.*] Over the past decade we have built a solid and scalable infrastructure, which provides a strong foundation for our future growth.

[added: *Convenient Locations and Store Size.*] We focus primarily on opening new Dollar Tree stores in strip shopping centers anchored by large retailers who draw target customers we believe to be similar to ours.

[added: *Profitable Stores with Strong Cash Flow.*] We maintain a disciplined, cost-sensitive approach to store site selection in order to minimize the initial capital investment required and maximize our potential to generate high operating margins and strong cash flows.

For more information on our results of operations, see [removed: “Item] [added: “[Item] 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations” beginning on page 27 of this Form 10-K.][added: Operations](#sECC5FBBCFE885062B5C7A9DC7D174C4B).”]

No vendor accounted for more than 10% of total merchandise purchased [added: by us] in any of the past five years.

[added: *Information Systems.*] We believe that investments in technology help us to increase sales and control costs.

[added: *Corporate Culture and Values.*] We believe that honesty and integrity, and treating people fairly and with respect are core values within our corporate culture.

[added: *Seasonality.*] For information on the impact of seasonality, see [removed: “Item] [added: “[Item] 1A.

We started fiscal 2019 with approximately 200 H2 stores and ended fiscal 2019 with approximately 1,535 H2 stores.

We plan to renovate at least 1,250 stores to this format in fiscal 2020 and also plan to build new stores in this format.

We are currently testing a concept known as Dollar Tree *Plus!* in a small group of stores.

Merchandise in these stores includes select items which retail for more than $1.00 but not more than $5.00 and maintain our customers’ expectations of extreme value.

*Cost Control*.

During this time, our store count and approximate selling square footage increased from 13,851 and 108.4 million square feet at January 30, 2016 to 15,288 and 121.3 million square feet at February 1, 2020.

In fiscal 2019, we announced plans to construct a new high velocity distribution center in Ocala, Florida that will provide service directly to Dollar Tree and Family Dollar stores throughout Florida and parts of the Southeast and will be built in two phases eventually comprising a 1.7 million square foot facility.

Properties](#s3A61F49328C359A7A5791E49B07C0573).”

On July 6, 2015, we completed our purchase of Family Dollar Stores, Inc. and its more than 8,200 stores.

This transformational transaction created the largest discount retailer (by store count) in North America.

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

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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.

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.

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

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.

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

We will continue to execute our proven strategies that have generated a history of success and continued growth for the Company.

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We plan to operate and grow both the Dollar Tree and Family Dollar brands.

Dollar Tree stores will continue to operate as single price point retail stores.

Deliver significant synergy opportunities through continued integration of Family Dollar.

Our acquisition of Family Dollar has provided us with significant opportunities to achieve meaningful cost synergies.

We executed a detailed integration plan and exceeded our target of approximately $300 million of estimated annual run‑rate cost synergies by July 2018, achieving more than $450 million in synergies.

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 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 segments, among other things; |

| • | Re-bannering to optimize store formats; |

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

| • | Savings resulting from the optimization of distribution and logistics networks. |

Take advantage of significant white-space opportunity.

Convenient Locations and Store Size.

For more information on retail locations and retail store leases, see “Item 2.

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

Profitable Stores with Strong Cash Flow.

Cost Control.

Information Systems.

Corporate Culture and Values.

Seasonality.

Store Openings and Square Footage Growth.

At January 31, 2015, we operated 5,367 stores in the United States and Canada.

| • | real estate [removed: matters related to store leases; and] [added: matters;] |

| • | environmental and safety [removed: issues.] [added: issues; and] |

We cannot give assurance, however, that one or more of these [removed: lawsuits] [added: matters] will not have a material effect on our results of operations for the period [added: or year] in which they are [added: reserved or] resolved.

Based on the information available, including the amount of time remaining before trial, the results of discovery and the judgment of internal and external counsel, we [removed: are] [added: may be] unable to express an opinion as to the outcome of those matters which are not [removed: settled] [added: close to being resolved] and [removed: cannot] [added: may be unable to] estimate a [added: loss or] potential range of [removed: loss except as specified in Note 5.][added: loss.]

| • | product safety matters, which may include regulatory matters. |

In addition, we are currently defendants in national and state proceedings described in [Note 5](#sDACE5645EBB956EA9DB2B669A680CA0C) to our consolidated financial statements under the caption “Contingencies.”

| • | product safety matters, which may include product recalls in cooperation with the Consumer Products Safety Commission or other jurisdictions; |

In addition, we are currently defendants in national and state employment-related class and collective actions and litigation concerning injury from products.

These proceedings are described in “Note 5 - Commitments and Contingencies” under the caption “Contingencies” in “Item 8.

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

When a range is expressed, we are currently unable to determine the probability of loss within that range.

[removed: 10-K 1 dltr-2019x02x02x10k.htm 10-K FOR FISCAL YEAR ENDED FEBRUARY 2, 2019][added: For the fiscal year ended February 1, 2020]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: \[X\] ANNUAL] [added: | ☒ | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934 |]

[removed: For the fiscal year ended February 2, 2019][added: FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2020]

[removed: \[ \] TRANSITION] [added: | ☐ | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934 |]

[removed: ][added: ]

[removed: DOLLAR] [added: DOLLAR] TREE, [removed: INC.][added: INC.]

| Virginia | [added: |] 26-2018846 |

| (State or other jurisdiction of incorporation or organization) | [added: |] (I.R.S. Employer Identification No.) |

| 500 Volvo [removed: Parkway, Chesapeake, Virginia] [added: Parkway] | [removed: 23320] | [added: | |]

| (Address of principal executive offices) | [added: | |] (Zip Code) |

[removed: |] Securities registered pursuant to Section 12(b) of the Act: [removed: | |]

| Title of each class | [added: Trading symbol(s) |] Name of each exchange on which registered |

| Common Stock, par value $.01 per share | [added: DLTR |] NASDAQ [added: Global Select Market] |

| Yes [removed: ý] | [added: ☒ |] No [removed: ¨] | [added: ☐ |]

| Yes [removed: ¨] | [added: ☐ |] No [removed: ý] | [added: ☒ |]

| Yes [removed: ý] | [added: ☒ |] No [removed: ¨] | [added: ☐ |]

| Yes [removed: ý] | [added: ☒ |] No [removed: ¨] | [added: ☐ |]

| Large accelerated filer [removed: ý] | [added: ☒ |] Accelerated filer [removed: ¨] | [added: ☐ |]

| Non-accelerated filer [removed: ¨] | [added: ☐ |] Smaller reporting company [removed: ¨] | [added: ☐ |]

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

| Yes [removed: ¨] | [added: ☐ |] No [removed: ý] | [added: ☒ |]

The aggregate market value of common stock held by non-affiliates of the registrant on August [removed: 3, 2018,] [added: 2, 2019,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $21,167,164,088,] [added: $22,675,294,630,] based upon the closing sale price for the registrant’s common stock on such date.

On March [removed: 25, 2019,] [added: 16, 2020,] there were [removed: 238,204,351] [added: 236,810,841] shares of the registrant’s common stock outstanding.

The information called for in Items 10, 11, 12, 13 and 14 of Part [removed: III are] [added: III, to the extent not set forth herein, is] incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of the Company to be held June [removed: 13, 2019,] [added: 11, 2020,] which will be filed with the Securities and Exchange Commission [removed: not later than May 31, 2019.][added: within 120 days of the registrant’s fiscal year ended February 1, 2020.]

[removed: DOLLAR] [added: DOLLAR] TREE, [removed: INC.][added: INC.]

[removed: FORM 10-K][added: FORM 10-K]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | [removed: Page] [added: Page] |

| | [removed: PART I] [added: PART I] | |

| Item 1. | [removed: [Business](#sAC64B50256805957AEC415FEBBD76179)] [added: [Business](#sDF6074805C265E4AA1F4DFE94FFE9FEB)] | [removed: [6](#sAC64B50256805957AEC415FEBBD76179)] [added: [6](#sDF6074805C265E4AA1F4DFE94FFE9FEB)] |

| Item 1A. | [Risk [removed: Factors](#s648D1DB026B05A0A9CFA91E0A9CB9551)] [added: Factors](#sBE02BBF3BB3950B6ABF2CD63F3ADACF9)] | [removed: [12](#s648D1DB026B05A0A9CFA91E0A9CB9551)] [added: [11](#sBE02BBF3BB3950B6ABF2CD63F3ADACF9)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s1807BBA5C5255918AFEC100CC97CF093)] [added: Comments](#sD145013AB82151459781475AE68BF2AD)] | [removed: [19](#s1807BBA5C5255918AFEC100CC97CF093)] [added: [19](#sD145013AB82151459781475AE68BF2AD)] |

| Item 2. | [removed: [Properties](#sC118A930AF4F5EB993D37599FFE8E654)] [added: [Properties](#s3A61F49328C359A7A5791E49B07C0573)] | [removed: [20](#sC118A930AF4F5EB993D37599FFE8E654)] [added: [20](#s3A61F49328C359A7A5791E49B07C0573)] |

| Item 3. | [Legal [removed: Proceedings](#s6922FC1E1097579881C35A76C82758F9)] [added: Proceedings](#sF0B7B63FB4A15D5A969BE7A20FFD3B91)] | [removed: [23](#s6922FC1E1097579881C35A76C82758F9)] [added: [21](#sF0B7B63FB4A15D5A969BE7A20FFD3B91)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sACDCB51EFEB85F54A4C949787610F9BD)] [added: Disclosures](#s8E2789F5163E52E0A2D8DD2C202015B1)] | [removed: [23](#sACDCB51EFEB85F54A4C949787610F9BD)] [added: [21](#s8E2789F5163E52E0A2D8DD2C202015B1)] |

| | [removed: PART II] [added: PART II] | |

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| Chesapeake, | Virginia | | 23320 |

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| ☐ |

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

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| [Signatures](#s8BD8D5666A9A5B72A7839A14FBD5958D) | | [75](#s8BD8D5666A9A5B72A7839A14FBD5958D) |

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

| • | the uncertainty of the impact of the coronavirus identified as COVID-19, including whether we will be or remain designated an “essential business” and otherwise be able to keep stores open; |

| • | the actual and potential effect of Section 301 tariffs on Chinese goods imposed by the United States Trade Representative, some of which were suspended or reduced in January and February 2020, and other potential impediments to imports; |

| • | our expectations regarding our dividend policy and stock buy-backs; |

| • | management’s estimates and expectations as they relate to income tax liabilities, deferred income taxes and uncertain tax positions; and |

Risk Factors](#sBE02BBF3BB3950B6ABF2CD63F3ADACF9),” “[Item 7.

INTRODUCTORY NOTE

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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| ¨ |

| ¨ |

FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2019

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

| • | the effect of the Family Dollar store support center consolidation, renovation initiative, store closings and other initiatives on Family Dollar’s sales and costs; |

Risk Factors” beginning on page 12 of this Form 10-K, as well as “Item 7.

As of February [removed: 2, 2019,] [added: 1, 2020,] we operated [removed: 15,237] [added: 15,062] stores [removed: in 48 states] [added: across the contiguous United States] and the District of [removed: Columbia,] [added: Columbia] and [added: operated 226 stores within] five Canadian [removed: provinces as detailed below:][added: provinces.]

In addition, [added: as a result of the H2 initiative,] we ship select product from our Dollar Tree distribution centers to our Family Dollar distribution centers and in fiscal 2019, we [removed: expect] [added: began] to ship select product from our Dollar Tree distribution centers directly to certain of our Family Dollar stores.

We believe our distribution center network is currently capable of supporting approximately [removed: $28.0] [added: $29.5] billion in annual sales in the United States.

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

[removed: Our Dollar Tree] [added: During fiscal 2019, we consolidated our Matthews, North Carolina] store support center [added: with our store support center in Chesapeake, Virginia, which] is located in an approximately [removed: 510,000] [added: 0.5 million] square foot office tower [added: that we own] in the Summit Pointe [removed: development, which we own,] [added: development] in Chesapeake, Virginia.

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

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations](#sECC5FBBCFE885062B5C7A9DC7D174C4B)”] under the caption “Funding [removed: Requirements” beginning on page 27 of this Form 10-K.][added: Requirements.”]

The Dollar Tree segment includes 7,505 stores operating under the Dollar Tree and Dollar Tree Canada brands with stores predominantly ranging from 8,000 - 10,000 selling square feet.

The Family Dollar segment includes 7,783 stores operating under the Family Dollar brand with stores predominantly ranging from 6,000 - 8,000 selling square feet.

For additional information on store counts and square footage by segment for the years ended February 1, 2020 and February 2, 2019, see “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#sECC5FBBCFE885062B5C7A9DC7D174C4B)” under the caption “Overview.”

Our network of distribution centers is strategically located throughout the United States to support our stores.

As of February 1, 2020, we operated 24 distribution centers occupying a total of approximately 22.3 million square feet, 13 of which are primarily dedicated to serving our Dollar Tree stores and 11 distribution centers primarily serve our Family Dollar stores.

Our St. George, Utah distribution center services both Family Dollar and Dollar Tree stores and we expect future distribution centers to be built with the capability to service both Dollar Tree and Family Dollar stores, including the high velocity facility that is under construction in Ocala, Florida.

We continue to own our facility in Matthews, North Carolina, which occupies approximately 0.3 million square feet.

Stores

| | | | | | | | | | |

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

| | | | | | | | | | |

| United States | | Dollar Tree | | | Family Dollar | | | Total | |

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

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

| Arkansas | | 81 | | | 110 | | | 191 | |

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

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

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

| Delaware | | 32 | | | 31 | | | 63 | |

| District of Columbia | | 3 | | | 3 | | | 6 | |

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

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

| Idaho | | 38 | | | 51 | | | 89 | |

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

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

| Iowa | | 64 | | | 32 | | | 96 | |

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

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

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

| Maine | | 39 | | | 62 | | | 101 | |

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

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

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

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

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

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

| Montana | | 15 | | | 15 | | | 30 | |

| Nebraska | | 29 | | | 36 | | | 65 | |

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

| New Hampshire | | 39 | | | 29 | | | 68 | |

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

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

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

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

| North Dakota | | 12 | | | 23 | | | 35 | |

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

| Oklahoma | | 83 | | | 138 | | | 221 | |

[removed: PART II][added: PART II]

Our common stock is traded on [removed: The] [added: The] Nasdaq Global Select [removed: Market®] [added: Market®] under the symbol “DLTR.” As of March [removed: 25, 2019,] [added: 16, 2020,] we had [removed: 2,507] [added: 2,377] shareholders of record.

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

At February [removed: 2, 2019,] [added: 1, 2020,] we had [removed: $1.0 billion] [added: $800.0 million] remaining under Board repurchase authorization.

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

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: 2, 2019,] [added: 1, 2020,] 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 [removed: February 1, 2014,] [added: January 31, 2015,] and, in each of the foregoing indices on [removed: February 1, 2014,] [added: January 31, 2015,] and that dividends were reinvested.

[removed: ][added: ]

During fiscal 2019, we repurchased 1,967,355 shares of common stock on the open market at an average cost of $101.66 per share and a total cost of approximately $200.0 million.

None of such repurchases occurred in the fourth quarter of fiscal 2019.

The stock price performance shown in the graph is not necessarily indicative of future price performance.

| | | | | | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | | | | | | | | |

| | Year Ended | | | | | | | | | | | | | | | | | |

| | January 31, 2015 | | | January 30, 2016 | | | January 28, 2017 | | | February 3, 2018 | | | February 2, 2019 | | | February 1, 2020 | | |

| Dollar Tree, Inc. | $ | 100.00 | | $ | 114.37 | | $ | 104.15 | | $ | 153.07 | | $ | 135.99 | | $ | 122.46 | |

| S&P 500 Index | 100.00 | | | 99.33 | | | 119.24 | | | 150.73 | | | 147.24 | | | 179.17 | | |

| S&P Retailing Index | 100.00 | | | 118.07 | | | 140.38 | | | 203.32 | | | 216.05 | | | 253.36 | | |

The following table presents a summary of our selected financial data for the fiscal years ended February [added: 1, 2020, February] 2, 2019, February 3, 2018, January 28, 2017, [removed: January 30, 2016,] and January [removed: 31, 2015.][added: 30, 2016.]

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

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

In the fourth quarter of [added: 2019 and] 2018, we recorded [removed: a $2.73 billion] non-cash pre-tax and after-tax goodwill impairment [removed: charge] [added: charges] related to our Family Dollar reporting [removed: unit, which is reflected in “Selling, general and administrative expenses” in the accompanying consolidated statements] [added: unit] of [removed: operations for the year ended February 2, 2019.][added: $313.0 million and $2.73 billion, respectively.]

For additional information regarding the impairment of the Family Dollar goodwill, refer to [removed: “Note 3 - Goodwill and Nonamortizing Intangible Assets” in “Item 8.][added: [Note 3](#s40F9597518475932B02E99620A8751BC) to our consolidated financial statements.]

| | February [added: 1, 2020 | | | | February] 2, 2019 | | | | February 3, 2018 | | | | January 28, 2017 | | | | January 30, 2016 | | | [removed: | January 31, 2015 | | |]

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

| Net sales | $ | [removed: 22,823.3] [added: 23,610.8] | | | $ | [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] | |

| Gross profit | [removed: 6,947.5] [added: 7,040.7] | | | | [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] | | |

| Selling, general and administrative expenses | [removed: 7,887.0] [added: 5,778.5] | | | | [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] | | |

| Operating income (loss) | [added: 1,262.2 | | | |] (939.5 | | ) | | 1,999.1 | | | | 1,704.8 | | | | 1,049.7 | | | [removed: | 1,040.2 | | |]

| Net income (loss) | [added: 827.0 | | | |] (1,590.8 | | ) | | 1,714.3 | | | | 896.2 | | | | 282.4 | | | [removed: | 599.2 | | |]

| [removed: Margin] [added: Margin] Data (as a percentage of net [removed: sales):] [added: sales):] | | | | | | | | | | | | | | | | | | | |

| Gross profit | [removed: 30.4] [added: 29.8] | | % | | [removed: 31.6] [added: 30.4] | | % | | [removed: 30.8] [added: 31.6] | | % | | [removed: 30.1] [added: 30.8] | | % | | [removed: 35.3] [added: 30.1] | | % |

| Selling, general and administrative expenses | [removed: 34.5] [added: 24.5] | | % | | [removed: 22.6] [added: 34.5] | | % | | 22.6 | | % | | [removed: 23.3] [added: 22.6] | | % | | [removed: 23.2] [added: 23.3] | | % |

| Operating income (loss) | [added: 5.3 | | % | |] (4.1 | | )% | | 9.0 | | % | | 8.2 | | % | | 6.8 | | % | [removed: | 12.1 | | % |]

| Net income (loss) | [added: 3.5 | | % | |] (7.0 | | )% | | 7.7 | | % | | 4.3 | | % | | 1.8 | | % | [removed: | 7.0 | | % |]

| [removed: Per] [added: Per] Share [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Diluted net income (loss) per [removed: share] [added: share(1)] | $ | [removed: (6.66] [added: 3.47] | [removed: )] | | $ | [removed: 7.21] [added: (6.69] | [added: )] | | $ | [removed: 3.78] [added: 7.21] | | | $ | [removed: 1.26] [added: 3.78] | | | $ | [removed: 2.90] [added: 1.26] | |

| Diluted net income (loss) per share increase (decrease) | [removed: (192.4] [added: 151.9] | | [added: % | | (192.8 | |] )% | | 90.7 | | % | | 200.0 | | % | | (56.6 | | )% | [removed: | 6.6 | | % |]

| | February [added: 1, 2020 | | | | February] 2, 2019 | | | | February 3, 2018 | | | | January 28, 2017 | | | | January 30, 2016 | | | [removed: | January 31, 2015 | | |]

| [removed: Balance] [added: Balance] Sheet [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents and short-term investments | $ | [removed: 422.1] [added: 539.2] | | | $ | [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] | |

| Working capital | [removed: 2,197.6] [added: 722.9] | | | | [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] | | |

| Total assets | [removed: 13,501.2] [added: 19,574.6] | | | | [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] | | |

| Total [removed: debt, including capital lease obligations] [added: debt] | [removed: 4,300.0] [added: 3,800.0] | | | | [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] | | |

| Shareholders’ equity | [removed: 5,642.9] [added: 6,254.8] | | | | [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] | | |

| | February [added: 1, 2020 | | | | February] 2, 2019 | | | | February 3, 2018 | | | | January 28, 2017 | | | | January 30, 2016 | | | [removed: | January 31, 2015 | | |]

| [removed: Selected] [added: Selected] Operating [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Number of stores open at end of period | [removed: 15,237] [added: 15,288] | | | | [removed: 14,835] [added: 15,237] | | | | [removed: 14,334] [added: 14,835] | | | | [removed: 13,851] [added: 14,334] | | | | [removed: 5,367] [added: 13,851] | | |

| Dollar Tree | [removed: 7,001] [added: 7,505] | | | | [removed: 6,650] [added: 7,001] | | | | [removed: 6,360] [added: 6,650] | | | | [removed: 5,954] [added: 6,360] | | | | [removed: 5,367] [added: 5,954] | | |

| Family Dollar | [removed: 8,236] [added: 7,783] | | | | [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: 148.3] [added: 149.8] | | | | [removed: 143.9] [added: 148.3] | | | | [removed: 138.8] [added: 143.9] | | | | [removed: 132.1] [added: 138.8] | | | | [removed: 58.3] [added: 132.1] | | |

| Dollar Tree | [removed: 75.4] [added: 80.6] | | | | [removed: 71.6] [added: 75.4] | | | | [removed: 68.5] [added: 71.6] | | | | [removed: 64.2] [added: 68.5] | | | | [removed: 58.3] [added: 64.2] | | |

| Family Dollar | [removed: 72.9] [added: 69.2] | | | | [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: 120.1] [added: 121.3] | | | | [removed: 116.6] [added: 120.1] | | | | [removed: 112.4] [added: 116.6] | | | | [removed: 108.4] [added: 112.4] | | | | [removed: 46.5] [added: 108.4] | | |

| Dollar Tree | [removed: 60.3] [added: 64.6] | | | | [removed: 57.3] [added: 60.3] | | | | [removed: 54.7] [added: 57.3] | | | | [removed: 51.3] [added: 54.7] | | | | [removed: 46.5] [added: 51.3] | | |

| Family Dollar | [removed: 59.8] [added: 56.7] | | | | [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 [removed: growth(2)] [added: growth(3)] | [removed: 3.0] [added: 1.0] | | % | | [removed: 3.7] [added: 3.0] | | % | | 3.7 | | % | | [removed: 10.3] [added: 3.7] | | % | | [removed: 7.4] [added: 10.3] | | % |

| Net sales annual [removed: growth(1)] [added: growth(2)] | [removed: 2.6] [added: 3.5] | | % | | [removed: 7.4] [added: 2.6] | | % | | [removed: 8.6] [added: 7.4] | | % | | [removed: 8.5] [added: 8.6] | | % | | [removed: 9.7] [added: 8.5] | | % |

Our net sales are derived from the sale of merchandise.

Two major factors tend to affect our net sales trends.

First is our success at opening new stores or adding new stores through mergers or acquisitions.

Second is the performance of stores once they are open.

Sales vary at our existing stores from one year to the next.

We refer to this as a change in comparable store net sales, because we include only those stores that are open throughout both of the periods being compared, beginning after the first fifteen months of operation.

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

The term ‘expanded’ also includes stores that are relocated.

We report our comparable store net sales on a constant currency basis.

Constant currency basis refers to the calculation excluding the impact of currency exchange rate fluctuations.

We calculated the constant currency basis increase by translating the current year’s comparable store net sales in Canada using the prior year’s currency exchange rates.

We believe that the constant currency basis provides a more accurate measure of comparable store net sales performance.

Net sales per selling square foot is calculated based on total net sales for the reporting period divided by the average selling square footage during the period.

Selling square footage excludes the storage, receiving and office space that generally occupies approximately 19% of the total square footage of our stores.

We believe that net sales per selling square foot more accurately depicts the productivity and operating performance of our stores as it isolates that portion of our footprint that is dedicated to selling merchandise.

These impairment charges are reflected in “Selling, general and administrative expenses” in the accompanying consolidated statements of operations for the years ended February 1, 2020 and February 2, 2019.

As a result of these goodwill impairment charges, diluted earnings per share decreased by $1.31 and $11.46 per share for the years ended February 1, 2020 and February 2, 2019, respectively.

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

| | | | | | | | | | | | | | | | | | | | |

| Total operating lease liabilities | 6,258.8 | | | | — | | | | — | | | | — | | | | — | | |

| | | | | | | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | | | | | | | | | |

| | Year Ended | | | | | | | | | | | | | | | | | | |

| | February 1, 2020 | | | | February 2, 2019 | | | | February 3, 2018 | | | | January 28, 2017 | | | | January 30, 2016 | | |

(1) Diluted net income (loss) per share for the year ended February 2, 2019 has been revised to reflect the immaterial correction of an error.

In addition, the balance sheet information below includes the Family Dollar assets acquired and liabilities assumed for periods after the July 6, 2015 acquisition date.

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

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.

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

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | [removed: Page] [added: Page] |

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

[removed: | [Consolidated Statements of Operations](#s408FFFA9356B53D3BE10C8A32B4B3DC0) | [44](#s408FFFA9356B53D3BE10C8A32B4B3DC0) |][added: CONSOLIDATED STATEMENTS OF OPERATIONS]

[removed: | [Consolidated Statements of Comprehensive Income (Loss)](#s7D96FF69DD2C5FADBA554886DB65ECE6) | [45](#s7D96FF69DD2C5FADBA554886DB65ECE6) |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

[removed: | [Consolidated Balance Sheets](#s24735351431E5075BE5EEABA88603C1D) | [46](#s24735351431E5075BE5EEABA88603C1D) |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Shareholders’ Equity](#s61B84C47CA7D53AF88044E629534B4DC) | [47](#s61B84C47CA7D53AF88044E629534B4DC) |][added: CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY]

[removed: | [Consolidated Statements of Cash Flows](#s1FF1124BB30050B7B9B5CFE02DC20EAE) | [48](#s1FF1124BB30050B7B9B5CFE02DC20EAE) |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Notes to Consolidated Financial Statements](#sD17926F567B55BB9A417271B177C84A3) | [49](#sD17926F567B55BB9A417271B177C84A3) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: | [Note] [added: Note] 1 - Summary of Significant Accounting [removed: Policies](#s9EE7DEA771A85BBD866E4458D8806414) | [49](#s9EE7DEA771A85BBD866E4458D8806414) |][added: Policies]

[removed: | [Note] [added: Note] 2 - Balance Sheet [removed: Components](#s2F38AC9AFA2651DB9540B91EE2D776A5) | [54](#s2F38AC9AFA2651DB9540B91EE2D776A5) |][added: Components]

[removed: | [Note] [added: Note] 3 - Goodwill and Nonamortizing Intangible [removed: Assets](#sa5946fe962ae423cb7894b78f7498a8b) | [55](#sa5946fe962ae423cb7894b78f7498a8b) |][added: Assets]

[removed: | [Note] [added: Note] 4 - Income [removed: Taxes](#s73DA09C1187E592F9A5BA3CCB6C2276A) | [56](#s73DA09C1187E592F9A5BA3CCB6C2276A) |][added: Taxes]

[removed: | [Note] [added: Note] 5 [removed: -] [added: –] Commitments and [removed: Contingencies](#s65F948ED9CDD5C9EBCFBB7A88EC3B1AD) | [58](#s65F948ED9CDD5C9EBCFBB7A88EC3B1AD) |][added: Contingencies]

[removed: | [Note] [added: Note] 6 - Long-Term [removed: Debt](#s53D188EFDD36569E83B6CEEBE91166B4) | [62](#s53D188EFDD36569E83B6CEEBE91166B4) |][added: Debt]

[removed: | [Note 7] [added: Note 8] - Fair Value [removed: Measurements](#sd335630291324a30acda15b7550df893) | [64](#sd335630291324a30acda15b7550df893) |][added: Measurements]

[removed: | [Note 8] [added: Note 9] - Shareholders’ [removed: Equity](#sBBB610EBC8555233B6C7E0B052370EFB) | [65](#sBBB610EBC8555233B6C7E0B052370EFB) |][added: Equity]

[removed: | [Note 9 -] [added: Note 10 –] Employee Benefit [removed: Plans](#s95161CCDA158592BA0C585D534BA548D) | [66](#s95161CCDA158592BA0C585D534BA548D) |][added: Plans]

[removed: | [Note 10] [added: Note 11] - Stock-Based Compensation [removed: Plans](#s4A5F1973C4FD53F5BF62161A853823F2) | [67](#s4A5F1973C4FD53F5BF62161A853823F2) |][added: Plans]

[removed: | [Note 11 -] [added: Note 12 –] Segment [removed: Reporting](#sA39E3FF50C0B5656801915FEE925B1A4) | [70](#sA39E3FF50C0B5656801915FEE925B1A4) |][added: Reporting]

[removed: | [Note 12] [added: Note 13] - Quarterly Financial Information [removed: (Unaudited)](#sC7DD4F399C2754CD99779F6FE8B4BCAA) | [73](#sC7DD4F399C2754CD99779F6FE8B4BCAA) |][added: (Unaudited)]

[removed: Report] [added: | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#sC766BC313F1F5FA5A80C47E4930CDFBA) | [39](#sC766BC313F1F5FA5A80C47E4930CDFBA) |]

[removed: Opinion] [added: *Opinion] on the Consolidated Financial [removed: Statements][added: Statements*]

We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. [added: and subsidiaries] (the Company) as of February [removed: 2, 2019] [added: 1, 2020] and February [removed: 3, 2018,] [added: 2, 2019,] the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three‑year period ended February [removed: 2, 2019,] [added: 1, 2020,] 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: 2, 2019] [added: 1, 2020] and February [removed: 3, 2018,] [added: 2, 2019,] and the results of its operations and its cash flows for each of the years in the three‑year period ended February [removed: 2, 2019,] [added: 1, 2020,] 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) (PCAOB), the Company’s internal control over financial reporting as of February [removed: 2, 2019,] [added: 1, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March [removed: 27, 2019] [added: 20, 2020] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: Basis] [added: *Basis] for [removed: Opinion][added: Opinion*]

[removed: DOLLAR] [added: DOLLAR] TREE, [removed: INC.][added: INC.]

[removed: CONSOLIDATED STATEMENTS OF OPERATIONS][added: | [Consolidated Statements of Operations](#s2995F0A77A035888BC1E1C24CE213D90) | [42](#s2995F0A77A035888BC1E1C24CE213D90) |]

| | | Year Ended | | | [removed: | | | | | | | |]

| | | February [removed: 2,] [added: 1,] | | | | February [removed: 3,] [added: 2,] | | | | [removed: January 28,] [added: February 3,] | | |

| (in millions, except per share data) | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Net sales | | $ | [removed: 22,823.3] [added: 23,610.8] | | | $ | [removed: 22,245.5] [added: 22,823.3] | | | $ | [removed: 20,719.2] [added: 22,245.5] | |

| Cost of sales | | [removed: 15,875.8] [added: 16,570.1] | | | | [removed: 15,223.6] [added: 15,875.8] | | | | [removed: 14,324.5] [added: 15,223.6] | | |

| Gross profit | | [removed: 6,947.5] [added: 7,040.7] | | | | [removed: 7,021.9] [added: 6,947.5] | | | | [removed: 6,394.7] [added: 7,021.9] | | |

| Selling, general and administrative expenses, excluding Goodwill impairment and Receivable impairment | | [removed: 5,160.0] [added: 5,465.5] | | | | [removed: 5,004.3] [added: 5,160.0] | | | | [removed: 4,689.9] [added: 5,004.3] | | |

| Goodwill impairment | | [removed: 2,727.0] [added: 313.0] | | | | [removed: —] [added: 2,727.0] | | | | — | | |

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

| Selling, general and administrative expenses | | [removed: 7,887.0] [added: 5,778.5] | | | | [removed: 5,022.8] [added: 7,887.0] | | | | [removed: 4,689.9] [added: 5,022.8] | | |

| Operating income (loss) | | [removed: (939.5] [added: 1,262.2] | | [removed: )] | | [removed: 1,999.1] [added: (939.5] | | [added: )] | | [removed: 1,704.8] [added: 1,999.1] | | |