Dollar Tree (DLTR) 10-K risk factor changes: FY2021 vs FY2020

Future increases in costs such as wage and benefit costs, ocean shipping rates, domestic freight costs, fuel and energy costs, the cost of [removed: merchandise,] [added: merchandise (including the substitution of higher cost domestic goods),] duties and tariffs, merchandise loss (due to theft, damage, or errors) and store occupancy costs would reduce our profitability.

[removed: Without respect to COVID-19-related premium pay, we] [added: We] expect material increases in wage rates and labor costs as well as in shipping rates, freight and fuel costs in [removed: 2021.][added: 2022.]

In addition, the [removed: U.S. Congress is considering whether to pass national] [added: federal] minimum wage [removed: increases] [added: may increase depending on the outcome of legislation proposed] in [removed: 2021,] [added: Congress,] and the current administration may consider raising the minimum salary for store managers who have exempt status under the Fair Labor Standards Act.

[removed: We are] [added: Although we have increased our price points at Dollar Tree stores, we remain] dependent on our ability to adjust our product assortment, to operate more efficiently or to increase our comparable store net sales in order to offset cost increases.

We can give no assurance that we will be able to [added: adjust our product assortment,] operate more efficiently or increase our comparable store net sales in the future.

Please see “[Item [removed: 7.][added: 7.](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)]

[removed: Management’s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34150ea8cda34020a5183785f78b37f0_43)”] [added: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] for further discussion of the effect of economic factors on our operations.

If the COVID-19 pandemic [removed: worsens] [added: and associated disruptions worsen] or [removed: continues] [added: continue] longer than expected, there could be a material adverse impact on our business and results of operations.

The continuing COVID-19 pandemic [added: arising from a novel strain of coronavirus] and [removed: related public health measures have] [added: its variants has] caused [added: on-going direct and indirect] economic disruptions that have adversely affected, and are expected to continue to adversely affect, elements of our business.

There continues to be uncertainty and unpredictability about the impact of [removed: the COVID-19 pandemic] [added: COVID-19-related issues] on our financial and operating results in future periods.

We might also experience new disruptions in our supply chain and sources of supply, suffer facility closures or encounter [added: additional] difficulties in hiring or retaining the workforce required for our business.

These circumstances, if applicable for an extended duration or across significant parts of our operating footprint, [added: or if they fall during particularly meaningful holiday seasons,] could have a material adverse effect on our business and results of operations.

Our business and results of operations could be materially harmed if we experience a decline in consumer confidence and spending as a result of [removed: continued unfavorable economic conditions, for example because government assistance to households] [added: consumer concerns about the quality] and [removed: businesses terminate or are reduced.][added: safety of our products.]

[removed: Governmental] [added: Although governmental] authorities [removed: have] adopted substantial measures, including fiscal and monetary stimulus, to provide economic assistance to individual households and businesses and support economic stability during the COVID-19 pandemic and the related [removed: recession] [added: recession, certain of the government assistance payments to households were temporary] and [removed: increase in unemployment.][added: were permitted to expire.]

[removed: While the enactment of the American Rescue Plan Act of 2021 on March 11, 2021 is expected to provide additional economic assistance to individual households and businesses, there] [added: There] can be no assurance that current or future governmental efforts to support the economy during the pandemic [added: or a recession] will be sufficient to [added: support future consumer spending at levels experienced in fiscal 2021 or] mitigate the negative effect of the pandemic on the economy.

We are unable to predict the full extent to which [removed: the COVID-19 pandemic] [added: COVID-19-related issues] will affect the economy and our customers, associates, suppliers, vendors, other business partners or our business, results of operations and financial condition.

We rely heavily on third parties including ocean [removed: shippers] [added: carriers] and truckers in that process.

Some of the factors that [added: have had and] could have an adverse effect on our distribution network or costs in [removed: 2021] [added: 2022] are:

[added: *•Shipping disruptions.*] There is currently a shortage of shipping [removed: containers in] [added: capacity from] China and other parts of Asia, and as a result we are experiencing significant delays in importing our goods.

Our [removed: shipping schedules] [added: receipt of imported merchandise has been] and [removed: shipping capacity] may be further disrupted or delayed as a result of these or other factors.

[removed: Although these delays have not yet impacted our sales and we believe we are adequately stocked with merchandise for Easter, the delays] [added: Delays] could potentially have a material adverse impact on [removed: our] [added: future product availability, product mix,] sales [removed: after Easter,] [added: and merchandise margin,] especially at Dollar Tree, if the delays do not improve.

[removed: The global COVID-19 pandemic is also expected to continue to present a risk to trans-Pacific] [added: These and other disruptions adversely impacted Trans-Pacific] shipping in 2021 and [removed: may] [added: are expected to continue to] affect shipping from China, where we buy a significant portion of our [removed: merchandise.][added: merchandise, and we cannot predict when the disruptions will end.]

[removed: Our] [added: In addition, our] supply chain may be disrupted as a result of [removed: the pandemic as well as] other international events such as [removed: war] [added: armed conflict, war, economic sanctions] or acts of terrorism.

[added: - *Efficient operations and management.*] Distribution centers and other aspects of our distribution network are difficult to operate efficiently, and we have [added: experienced] and could [added: continue to] experience a reduction in operating efficiency [added: resulting in delayed shipments of merchandise to our stores] as a result of high [added: associate] turnover and challenges in [removed: maintaining a stable workforce, especially if the COVID-19 crisis continues.][added: attracting and retaining an adequate and reliable workforce.]

[added: - *Trucking costs.*] We have experienced significant increases in trucking costs [removed: in recent years] due to the truck driver shortage and other [removed: factors, and our trucking costs are expected to increase in the future.][added: factors.]

[added: - *Vulnerability to natural or man-made disasters, including climate change.*] 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.

Some facilities are vulnerable to earthquakes, hurricanes, tornadoes or floods, and an increase in the severity and frequency of extreme weather events [added: and patterns] may increase our operating [removed: costs or] [added: costs,] disrupt our supply [removed: chain.][added: chain, change customer buying patterns, result in store closures and impede physical access to our stores.]

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

In fiscal [removed: 2020,] [added: 2021,] we purchased and delivered approximately [removed: 13%] [added: 14%] of our merchandise for our Family Dollar segment through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers.

Risks associated with our domestic and foreign [removed: suppliers, including tariffs or restrictions on trade or disruptions arising from the COVID-19 pandemic,] [added: suppliers] could adversely affect our financial performance.

We rely on the [added: timely] availability of imported goods at favorable wholesale prices.

Merchandise imported directly accounts for approximately [removed: 38%] [added: 41%] to [removed: 40%] [added: 43%] of our Dollar Tree segment’s total retail value purchases and 15% to 17% of our Family Dollar segment’s total retail value purchases.

Imported goods are generally less expensive than domestic goods and [removed: increase our] [added: result in higher] profit margins.

- duties, tariffs or other restrictions on trade, including Section 301 tariffs that have already been imposed on imported Chinese goods, and it is [removed: unclear] [added: uncertain] whether the current presidential administration will [removed: support rolling back] [added: reduce] these [removed: tariffs.][added: tariffs in the future.]

We are currently expecting the amount of Section 301 tariffs we pay in [removed: 2021] [added: 2022] to increase above [removed: 2020] [added: 2021] levels because the amount of our imports is expected to [removed: increase and we expect to pay tariffs on products which were temporarily excluded from tariffs during 2020;][added: increase;]

- raw material shortages, work stoppages, government travel restrictions, strikes and political unrest, including any impact on vendors or shipping arising from epidemics and related travel restrictions, such as the [removed: recent] COVID-19 pandemic;

- economic crises [added: in the United States or abroad] and international disputes or [removed: conflicts;][added: conflicts, including war and economic sanctions;]

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34150ea8cda34020a5183785f78b37f0_43)”] [added: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] for further discussion of the effect of foreign suppliers on our operations.

The imposition of any new U.S. tariffs on Chinese imports or the taking of other actions against China in the future, and any responses by China, could [added: impair our ability to meet customer demand and could result in lost sales or an increase in our cost of merchandise, which would have a material adverse impact on our business and results of operations.]

[removed: impair our ability to meet customer demand and could result in lost sales or an] [added: A significant] increase in our [removed: cost of merchandise, which would] [added: freight costs could] have a material adverse impact on our business and results of operations.

Our profitability is vulnerable to increases in oceanic shipping costs, domestic freight and fuel costs, wage and benefit costs and other operating costs.

We have incurred additional costs as a result of recent minimum wage increases by certain states and localities and we expect additional minimum wage increases by states and localities in 2022.

In our Dollar Tree segment, we raised our primary price point on merchandise to $1.25 in fiscal 2021.

In addition, we continue to implement our Dollar Tree *Plus* initiative which provides our customers with discretionary categories priced at the $3 and $5 price points.

Supply chain constraints and higher commodity costs could make it more difficult for us to obtain sufficient quantities of certain products and could negatively affect our product assortment and merchandise costs.

We are experiencing higher costs and disruptions in our distribution network, which have had and could have an adverse impact on our sales, margins and profitability.

- *Shipping costs.* We are experiencing unprecedented increases in shipping rates from the Trans-Pacific ocean carriers due to various factors, including higher demand, a continued increase in spot market rates and the limited availability of shipping capacity.

In fiscal 2021, we found it necessary to rely on an increasingly expensive spot market and other alternative sources to make up the shortfall in our shipping needs when contracted carriers were unable or unwilling to execute on all of our annual contracts.

Import and domestic freight costs will present cost pressure in the first half of fiscal 2022 due to the annualization of fiscal 2021 rates.

In addition, diesel fuel prices are expected to be significantly higher in fiscal 2022 and may increase further because of international tensions.

There is a risk that our estimated annual freight costs for fiscal 2022 could be higher than we expect if our carrier contract rates for 2022 exceed our expectations, our carriers do not fulfill their contractual commitments to us and we find it necessary to increase our use of the spot market, and/or the spot market rates during 2022 are higher than anticipated.

We have also experienced issues with port congestion and pandemic-related port closings and ship diversions.

Although we have offered sign-on bonuses, enhanced wages and other inducements in certain markets to address the shortage of labor at our distribution centers, such measures have increased our costs and are expected to continue to increase our costs, which could have an adverse effect on our margins and profitability.

There can be no assurances that such measures will be adequate to attract and retain the workforce necessary for the efficient operation of our distribution centers.

The truck driver shortage has also required us to increase our use of more expensive surge carriers to transport our merchandise.

We expect our trucking costs to continue to increase in the future.

- *Diesel fuel costs.* We have experienced volatility in diesel fuel costs and are expecting increases to continue in fiscal 2022 and may worsen, for example, because of the impact of international events such as trade restrictions on Russia on oil prices.

For example, the union collective bargaining agreement that governs the wages and benefits of a large number of longshoremen at ports in California, Oregon, and Washington is scheduled to expire on July 1, 2022, unless extended or a new contract is negotiated.

If the parties are unable to agree on a new or extended collective bargaining agreement, there could be additional shipping delays and disruptions which could adversely affect the availability of imported merchandise and increase our costs.

- *Direct-to-store deliveries.* We rely on a limited number of suppliers for certain consumable merchandise, including frozen and refrigerated products.

We also rely on third parties to deliver frozen and refrigerated product, as well as chocolate in the summer, to our Dollar Tree stores.

To the extent that supply chain disruptions and higher costs affect our suppliers, we may be subject to delays or reductions in deliveries and higher costs for merchandise.

A substantial disruption in our relationship with or in service levels from these suppliers could have a material adverse impact on our business and results of operations.

On February 18, 2022, following a prior FDA and USDA inspection of Family Dollar Distribution Center 202 in Arkansas (“DC 202”), and subsequent issuance by the FDA of Form 483 observations primarily regarding rodent infestation at DC 202, as well as other items that require remediation, we initiated a voluntary retail-level product recall of FDA and USDA-regulated products stored and shipped to approximately 400 stores from DC 202 from January 1, 2021 through such date (the “Recall”).

Any recall may require significant management attention, and could result in significant and unexpected costs, lost sales, compliance or enforcement actions by governmental authorities, and/or product liability claims or lawsuits.

Additionally, the pending Recall has led, and any future product recall may lead, to increased scrutiny of our operations by regulatory agencies, requiring further management attention and potential legal fees and other expenses.

Also see “*Litigation, arbitration and government proceedings may adversely affect our business, financial condition and/or results of operations”* on page 18 for, among other things, a description of legal proceedings relating to issues associated with DC 202*.*

We could experience a decline in consumer confidence and spending in connection with product recalls if our customers become concerned about the quality and safety of the products we sell.

To date, other than with respect to the stores temporarily closed to permit the removal and destruction of relevant inventory, we have not experienced significant lost sales in connection with the Recall, but there can be no assurances that consumer confidence in the quality and safety of our products resulting from the Recall will not decline in the future.

If there is a decline in consumer confidence in our products, our reputation may be adversely affected and we may experience additional lost sales which could have a material adverse impact on our business and results of operations.

energy costs and interest rates, lack of available credit, higher tax rates and other changes in tax laws, increasing healthcare costs, and changes in, decreases in, or elimination of, government subsidies such as unemployment and food assistance programs.

The COVID-19 pandemic, related public health measures and associated economic and social impacts have already contributed to, among other things, significant increases in the cost of operating our stores and distribution centers, decreased foot traffic in our stores, disruptions in the patterns of consumer demand and traffic, and an increase in demand for online sales (which is an insignificant part of our business), home deliveries (which we began providing in 2021 through our partnership with Instacart) or curbside deliveries (which we do not offer), and changes in the labor markets.

We have experienced higher commodity and other costs associated with the build-out of new stores and the renovation of existing stores.

We have also experienced delays in new store openings due to inspection, permitting and contractor delays.

We anticipate these increased costs and delays may continue for the foreseeable future, which could adversely affect our profitability.

For example, some of our consumable products carry higher costs than other goods, so our gross profit margin will be negatively impacted as the percentage of

our sales from higher cost consumable products increases.

We are experiencing a shortage of associates and applicants to fill staffing requirements at our distribution centers, stores and corporate offices due to the current labor shortage affecting businesses.

This has adversely affected the operating efficiency of our distribution centers and stores and our ability to transport merchandise from our distribution centers to our stores.

If we are unable to attract and retain qualified associates for our distribution centers and stores in the future, our business and results of operations may be adversely affected.

Our profitability is vulnerable to cost increases.

Certain states and localities have passed laws to increase the minimum wage beginning in 2021 and are considering “hero pay”, i.e., laws that would require increasing the pay of certain associates if we remain open when certain pandemic restrictions are implemented.

In our Dollar Tree segment, we do not raise the sales price of our merchandise to offset cost increases because we are committed to selling primarily at the $1.00 price point to continue to provide value to the customer.

In March 2020, the World Health Organization declared a pandemic arising from a novel strain of coronavirus and its related disease, known as COVID-19.

Nations and governments at every level responded with significant actions to attempt to mitigate the public health crisis and the impact of the pandemic on the economy.

We have, however, been classified as an essential business and been allowed to remain open but our operational costs have increased significantly because of COVID-19.

To date, sales at Family Dollar have increased during the pandemic.

However, sales at Dollar Tree have been adversely affected, especially in our party departments and for Easter in 2020 and, as a result of fewer customer trips, in certain consumable departments such as snacks and candy.

Certain states and localities are considering laws that would require increasing the pay of store associates if we remain open when certain COVID-19 restrictions are implemented.

The COVID-19 pandemic and public health measures have already contributed to, among other things:

- Increases in the cost of operating our stores and distribution centers, including temporarily higher wages and bonuses paid to associates, enhanced cleaning protocols and the cost of personal protection equipment.

- Disruptions in the patterns of consumer demand, which has led to, among other things, decreased demand for party merchandise and, during 2020, Easter merchandise in the Dollar Tree segment, an increase in consumer demand for household cleaning and other essential supplies and corresponding difficulty in our ability to maintain those items in stock,

fluctuations in demand for discretionary products, and an increase in demand for online sales (which is an insignificant part of our business) and home (which we recently began providing in the Family Dollar segment) or curbside deliveries (which we do not offer).

- Decreasing foot traffic in our stores as a result of the promotion of social distancing, the adoption of various governmental restrictions on personal and business activities and changing consumer attitudes with respect to in-person shopping and changes in shopping patterns.

Reduced consumer demand for holiday, seasonal, party, and other discretionary products that generally carry a higher margin may have a negative impact on our gross profit margin, especially in the later part of the year when they typically form a larger part of our merchandise mix.

It is uncertain what effect the COVID-19 pandemic will have on holiday merchandise sales in the future.

Also, other sales have decreased in the past, and may decrease in the future when COVID-19 infection rates spike.

We believe the economic intervention that occurred in fiscal 2020 benefited our sales.

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

- *Shipping disruptions*.

We are also experiencing issues with port congestion.

- *Shipping costs*.

We are experiencing increases in shipping rates from the trans-Pacific ocean carriers.

We are currently projecting approximately $80.0 to $100.0 million of additional costs in fiscal 2021 as a result of higher shipping and domestic freight costs.

- *Efficient operations and management*.

- *Diesel fuel costs*.

We have experienced volatility in diesel fuel costs over the past few years and are expecting increases this year.

- *Trucking costs*.

- *Vulnerability to natural or man-made disasters, including climate change*.

- *Labor disagreement*.

- *McLane Company, Inc*.

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

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

We expect

Our efforts to comply with CCPA and other privacy and data protection laws may impose significant

There exists the potential to have recurring and accumulating fines levied against us as a result of not meeting compliance until compliance is achieved.

In 2021, the new presidential administration and Congress are expected to have public policy positions and

legislative priorities that are significantly different than the positions and priorities of the prior presidential administration including, among other things, such matters as climate change and sustainability, wage and labor laws, health care, tax policy and less focus on deregulation.

The possible enactment of new environmental laws and regulations and potential new carbon taxes or energy efficiency standards could increase our costs.

In addition, certain states and local governments have passed laws to increase the minimum wage beginning in 2021, and the minimum wage may increase nationally depending on the outcome of future legislation proposed in Congress.

This section of Form 10-K generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] events and results and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

[removed: Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 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 [removed: February 1, 2020.][added: January 30, 2021.]

Financial Statements and Supplementary [removed: Data](#i34150ea8cda34020a5183785f78b37f0_49)”] [added: Data](#i16ebb68f4bd84ff99a771b20ec27c3fc_49)”] of this Form 10-K.

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

As an essential business, our stores and distribution centers have remained open during the pandemic; however, our business trends and financial results [removed: are] [added: in 2020 were] materially different than [removed: what we expected.][added: in prior years.]

Given the level of volatility and uncertainty surrounding the future impact of COVID-19 on our customers, suppliers and the broader economies in the locations that we operate as well as uncertainty around the future impact on our supply [added: chain and the global supply] chain, it is challenging to predict our future operations and financial results.

The course of the pandemic, the effectiveness of health measures such as vaccines, and the impact of ongoing economic stabilization efforts is uncertain and government assistance payments may not provide enough funding to support [removed: current spending.][added: future consumer spending at levels experienced during fiscal 2020 and 2021.]

[removed: The] [added: For example, although the] American Rescue Plan Act of 2021 (“Rescue Act”), which was enacted on March 11, 2021, [removed: provides] [added: provided] U.S. government funding to address the continuing impact of COVID-19 on the economy, public health, individuals and [removed: businesses.][added: businesses, some of the enacted benefits, including $1,400 direct payments to individuals and supplemental unemployment benefits, were temporary and have been discontinued.]

[removed: The] [added: ◦In fiscal 2019, the] results of our [removed: 2019] annual [added: goodwill] impairment test showed that the fair value of the Family Dollar reporting unit was lower than its carrying value resulting in a $313.0 million non-cash pre-tax and after-tax goodwill impairment charge.

◦In fiscal 2019, we substantially completed [removed: our] [added: the] consolidation of [removed: our] [added: the] store support [removed: centers] [added: center] in Matthews, North Carolina [removed: and Chesapeake, Virginia] to our Summit Pointe development in Chesapeake, Virginia.

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

◦During the [removed: first] [added: fourth] quarter of [removed: 2018,] [added: 2021,] we refinanced our long-term debt obligations as follows:

▪We entered into a credit agreement for a [removed: $782.0 million term loan facility and a] [added: $1.5 billion revolving credit facility, which replaced our then-existing] $1.25 billion revolving credit [removed: facility;][added: facility.]

We are a leading operator of more than [removed: 15,600] [added: 16,000] retail discount stores and we conduct our operations in two reporting segments.

Our Dollar Tree segment is the leading operator of discount variety stores offering merchandise predominantly at the fixed price of [removed: $1.00.][added: $1.25.]

[removed: 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.

At January [removed: 30, 2021,] [added: 29, 2022,] 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 January [added: 29, 2022 and January] 30, 2021 [removed: and February 1, 2020] is as follows:

| | | | [removed: January 30, 2021] | | | [removed: | | |] [added: January 29,] | | | | | | [added: January 30,] | | | | | | February 1, [removed: 2020] | | | | | | [removed: | | | | | |] [added: Fiscal 2021 vs. Fiscal 2020] | | |

| Beginning | | | [removed: 7,505] [added: 7,805] | | | | | | [removed: 7,783] [added: 7,880] | | | | | | [removed: 15,288] [added: 15,685] | | | | | | [removed: 7,001] [added: 7,505] | | | | | | [removed: 8,236] [added: 7,783] | | | | | | [removed: 15,237] [added: 15,288] | | |

| New stores | | | [removed: 341] [added: 311] | | | | | | [removed: 156] [added: 225] | | | | | | [removed: 497] [added: 536] | | | | | | [removed: 348] [added: 341] | | | | | | [removed: 170] [added: 156] | | | | | | [removed: 518] [added: 497] | | |

| Re-bannered stores | | | [removed: (4)] [added: 1] | | | | | | [removed: 5] [added: (1)] | | | | | | [removed: 1] [added: —] | | | | | | [removed: 200] [added: (4)] | | | | | | [removed: (200)] [added: 5] | | | | | | [removed: —] [added: 1] | | |

| Closings | | | [removed: (37)] [added: (56)] | | | | | | [removed: (64)] [added: (88)] | | | | | | [removed: (101)] [added: (144)] | | | | | | [removed: (44)] [added: (37)] | | | | | | [removed: (423)] [added: (64)] | | | | | | [removed: (467)] [added: (101)] | | |

| Ending | | | [removed: 7,805] [added: 8,061] | | | | | | [removed: 7,880] [added: 8,016] | | | | | | [removed: 15,685] [added: 16,077] | | | | | | [removed: 7,505] [added: 7,805] | | | | | | [removed: 7,783] [added: 7,880] | | | | | | [removed: 15,288] [added: 15,685] | | |

| Relocations | | | [removed: 49] [added: 56] | | | | | | [removed: 39] [added: 68] | | | | | | [removed: 88] [added: 124] | | | | | | [removed: 47] [added: 49] | | | | | | [removed: 15] [added: 39] | | | | | | [removed: 62] [added: 88] | | |

| Beginning | | | [removed: 64.6] [added: 67.4] | | | | | | [removed: 56.7] [added: 57.7] | | | | | | [removed: 121.3] [added: 125.1] | | | | | | [removed: 60.3] [added: 64.6] | | | | | | [removed: 59.8] [added: 56.7] | | | | | | [removed: 120.1] [added: 121.3] | | |

| New stores | | | [removed: 3.1] [added: 2.7] | | | | | | [removed: 1.3] [added: 2.0] | | | | | | [removed: 4.4] [added: 4.7] | | | | | | [removed: 3.0] [added: 3.1] | | | | | | 1.3 | | | | | | [removed: 4.3] [added: 4.4] | | |

| Re-bannered stores | | | [removed: (0.1)] [added: —] | | | | | | [removed: 0.1] [added: —] | | | | | | — | | | | | | [removed: 1.5] [added: (0.1)] | | | | | | [removed: (1.5)] [added: 0.1] | | | | | | — | | |

| Closings | | | [removed: (0.3)] [added: (0.5)] | | | | | | [removed: (0.5)] [added: (0.6)] | | | | | | [removed: (0.8)] [added: (1.1)] | | | | | | [removed: (0.4)] [added: (0.3)] | | | | | | [removed: (2.9)] [added: (0.5)] | | | | | | [removed: (3.3)] [added: (0.8)] | | |

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

| Ending | | | [removed: 67.4] [added: 69.7] | | | | | | [removed: 57.7] [added: 59.2] | | | | | | [removed: 125.1] [added: 128.9] | | | | | | [removed: 64.6] [added: 67.4] | | | | | | [removed: 56.7] [added: 57.7] | | | | | | [removed: 121.3] [added: 125.1] | | |

The average size of stores opened in [removed: 2020] [added: 2021] was approximately [removed: 8,640] [added: 8,760] selling square feet (or about [removed: 10,800] [added: 11,050] gross square feet) for the Dollar Tree segment and [removed: 8,460] [added: 8,880] selling square feet (or about [removed: 10,360] [added: 10,990] gross square feet) for the Family Dollar segment.

For [removed: 2021,] [added: 2022,] we continue to plan to open stores that are 8,000 - 10,000 selling square feet (or about 10,000 - 12,000 gross square feet) for [added: both] the Dollar Tree segment and [removed: 7,000 - 10,000 selling square feet (or about 9,000 - 12,000 gross square feet) for] the Family Dollar segment.

Fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2018] [added: 2019] each included 52 weeks.

The percentage change in comparable store net sales on a constant currency basis for the fiscal year ended January [removed: 30, 2021,] [added: 29, 2022,] as compared with the preceding year, is as follows:

| | | | | | | Year Ended January [removed: 30, 2021] [added: 29, 2022] | | | | | | | | | | | | | | |

[added: -] Dollar [removed: Tree Initiatives][added: Tree]

[removed: During fiscal 2020, we expanded this program, completing the] [added: ◦The] roll-out [added: of our Crafter’s Square initiative] to all of our Dollar Tree [removed: stores.][added: stores was completed during fiscal 2020.]

[removed: During 2020, we entered into a partnership with Instacart to enable] [added: This enables] our customers to shop online and receive [removed: merchandise] [added: same-day delivery] without having to visit a store.

[removed: The] [added: Our] H2 [removed: model has] [added: stores have] significantly improved merchandise [removed: offerings,] [added: offerings throughout the store,] including [added: the addition of] approximately 20 Dollar Tree $1.00 merchandise sections [added: (which transitioned to $1.25 in the first quarter of 2022)] and establishing a minimum number of freezer and cooler [removed: doors, throughout the store.][added: doors.]

Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Form 10-K can be

Our initiatives, as well as other recent developments that have had or are expected to have a significant effect on our operations are listed below:

◦In September 2021, we announced our new $1.25 price point initiative and as of January 29, 2022, we increased the price point on a majority of our $1 merchandise to $1.25 in more than 5,800 legacy Dollar Tree stores.

We completed the rollout of this initiative to all Dollar Tree stores during the first quarter of fiscal 2022.

To date, the increase in the price point has more than offset the decline in the number of units sold.

We expect to see a greater lift in gross margin in the first half of the year as we sell through our current inventory.

We plan to invest in new products and modify existing products to provide greater value for our customers and increase customer traffic and store productivity.

◦After a successful launch of the Instacart platform in the Family Dollar segment, we began testing the online service delivery at Dollar Tree stores in the third quarter of fiscal 2021.

As of January 29, 2022, the Instacart platform covers nearly 7,000 Dollar Tree stores.

◦In fiscal 2021, we continued to implement our Dollar Tree *Plus* initiative which introduces products priced at the $3 and $5 price points and provides our customers with extraordinary value in discretionary categories.

As of January 29, 2022, we have approximately 660 Dollar Tree *Plus* stores.

We plan to accelerate the implementation of the Dollar Tree *Plus* initiative in fiscal 2022 by adding the concept to an additional 1,500 stores.

As of January 29, 2022, we have approximately 3,815 H2 stores and we plan to complete 800 H2 store renovations in fiscal 2022.

In addition, we added adult beverage to 275 stores in fiscal 2021.

◦Building on the success of the H2 format, in March 2021, we announced the development of a new combination store format.

Combo Stores leverage the strengths of the Dollar Tree and Family Dollar brands under one roof to serve small towns across the country.

As of January 29, 2022, we had more than 240 Combo Stores in operation.

Due to the success of this initiative, we plan to accelerate expansion of the program in fiscal 2022 by adding 400 new, renovated, or relocated Combo Stores.

◦After a successful pilot program in 2020, in February 2021, we entered into a partnership with Instacart, which covers more than 6,000 Family Dollar stores across the United States as of January 29, 2022.

◦On February 11, 2022, the FDA issued Form 483 observations primarily regarding rodent infestation at DC 202, as well as other items that require remediation.

We initiated a voluntary retail-level product recall of FDA and USDA-regulated products stored and shipped to approximately 400 stores from DC 202 from January 1, 2021 through February 18, 2022, temporarily closed DC 202 for extensive cleaning, temporarily closed approximately 400 affected stores to permit the removal and destruction of inventory subject to the recall, ceased sales of relevant inventory subject to the recall, committed to the FDA to continue to cease the shipment of FDA-regulated products from DC 202 until FDA approval is received, and initiated corrective actions at DC 202 intended to ensure that these issues will not recur when shipment of FDA-regulated products recommences.

The recall may have material adverse consequences.

See “[Item 3.

Legal Proceedings](#i16ebb68f4bd84ff99a771b20ec27c3fc_28)” and [Note 4](#i16ebb68f4bd84ff99a771b20ec27c3fc_85) to our consolidated financial statements under the caption “Contingencies” for information concerning the proposed class action complaints filed against Family Dollar related to these matters.

We anticipate additional lawsuits of a similar nature related to the recall.

See also “[Item 1A.

Risk Factors](#i16ebb68f4bd84ff99a771b20ec27c3fc_19)”: “*Litigation, arbitration and government proceedings may adversely affect our business, financial condition and/or results of operations*” and “*We may stop selling or recall certain products for safety-related issues*.”

◦The following factors have impacted our operations in fiscal 2021 and we expect these challenges to continue in fiscal 2022:

▪Shipping Delays: We rely heavily on Trans-Pacific shipping to acquire merchandise for our stores, and we are experiencing significant shipping delays as a result of the shipping capacity shortage which have negatively impacted our sales and the availability of product in the stores.

We are also experiencing issues with port congestion and pandemic-related port closings and ship diversions.

If the shipping delays do not improve they would continue to have a material adverse impact on product availability and product mix, and on our sales and merchandise margin.

Sales could be negatively impacted if imported goods do not arrive in time to stock our stores, including the timely delivery of adequate levels of seasonal merchandise for the important Christmas holidays.

If higher cost domestic goods are substituted for delayed imports, our merchandise margin could be adversely impacted.

To address delays in shipments, we are prioritizing product categories for shipment in an effort to obtain seasonal assortments in advance of holiday seasons, adding and evaluating the use of long-term and short-term chartered vessels, and adding alternative sources of supply from North American factories.

▪Freight Costs: We are experiencing significantly higher international and domestic freight costs as a result of disruptions in the global supply chain.

This trend is likely to continue.

The combination of increased demand and limited availability of Trans-Pacific shipping capacity has caused spot market prices to increase substantially.

We are a large importer of merchandise from Asia and particularly sensitive to freight costs.

Import and domestic freight costs will present cost pressure in the first half of fiscal 2022 due to the annualization of fiscal 2021 rates.

In addition, diesel fuel prices are expected to be significantly higher in fiscal 2022 and may increase further because of international tensions.

Several key events have had or are expected to have a significant effect on our operations.

They are listed below:

The COVID-19 pandemic has materially affected, and likely will continue to affect, our financial condition and results of operations for the foreseeable future.

As you review the Management’s Discussion and Analysis of Financial Condition and Results of Operations, please keep in mind the following.

We estimate that our increased costs related to COVID-19 for premium pay including bonuses, supplies, protective equipment, and similar items in fiscal 2020 was $279.0 million.

Although we believe that the pandemic has resulted in higher sales at Family Dollar, we also believe it has resulted in significantly lower sales at Dollar Tree during the Easter season in 2020 and in our party departments.

In addition, as a result of fewer customer trips, sales in certain consumable departments such as snacks and candy have been lower.

We have experienced fewer customer visits and higher average ticket.

The mix and profit margin of products being purchased by our customers has been different and has changed during 2020.

As demand for essential goods, including cleaning supplies and sanitizer, household products, paper goods, food and over-the-counter medicine, increased to unprecedented levels, both our domestic suppliers and distribution centers were stressed to keep up with the demand.

We expect this disruption with certain vendors and SKUs to continue into 2021.

The effect of COVID-19-related stimulus purchases for some other non-essential items may create additional disruptions.

We have implemented several changes to support our associates in adhering to CDC recommendations.

We have:

◦Activated our Business Response Team to communicate, assess and address potential exposure throughout the organization;

◦Provided personal protective equipment including masks, gloves and sanitizers for our store and distribution center associates;

◦Deployed plexiglass sneeze guards for all registers at all stores;

◦Deployed hand sanitizer stands in each of our stores;

◦Equipped stores, distribution centers and the store support center with necessary supplies for enhanced cleaning protocol;

◦Provided wage premiums for all store and distribution center hourly associates, excluding hourly-paid store managers;

◦Provided minimum guaranteed sales bonuses for each store manager as well as “Thank You” bonuses and bonuses for certain salaried associates in our field operations and distribution centers;

◦Provided pay continuation for associates who test positive or who are Group 1 associates who have to self-quarantine;

◦Created a “store” within each distribution center to allow our associates to shop for needed supplies at work when supplies were scarce in retail locations;

◦Eliminated all non-essential air travel;

◦Utilized technology options for all large group meetings;

◦Prohibited external visitors’ access to the store support center;

◦Enabled the majority of our store support center teams to work remotely;

◦Enabled contactless payments to our POS systems for our customers;

◦Followed local municipality, county, and state guidelines and regulations needed to be open as an essential business;

◦Encouraged safe social distancing protocols for our customers with signing, graphics and communications;

◦Enabled health prescreening questionnaire for all store and distribution associates before entering work; and

◦Established temperature check protocols for our associates at all distribution centers and the store support center.

Following is a discussion of the impacts that we have seen and the factors which could influence our future performance.

During March 2020, our Dollar Tree and Family Dollar stores began to experience a significant increase in customer demand and sales related to essential products and comparable store net sales increased significantly.

However, beginning the last week of March 2020 and continuing into April during the peak of the Easter selling season, comparable store net sales at our Dollar Tree stores decreased.

Beginning in mid-April, comparable store net sales at our Dollar Tree stores increased as the comparable Easter period from 2019 had passed.

For fiscal 2020, enterprise comparable store net sales increased 6.1% resulting from an increase in average ticket of 20.0%, partially offset by decreased traffic of 11.6%.

After the Easter selling season, in both banners, we saw an increase in demand for and sales of discretionary products and our seasonal business for the other holidays throughout the year was strong.

Among other things, the Rescue Act provides for $1,400 direct payments to individuals, continues supplemental unemployment benefits until September 2021, extends a prior increase in food stamp benefits, expands the child tax credit and earned income tax credit, provides for rent and utility assistance, and funds COVID-19 vaccinations, testing, treatment and prevention.

An increase in the federal minimum wage was not included in the Rescue Act as enacted.

Our exposure to interest rate risk relates to our revolving credit facility, as borrowings under the revolving credit facility bear interest at [removed: LIBOR,] [added: SOFR,] reset periodically, plus [removed: 1.00%] [added: 0.10%, plus 0.875%] to 1.50% as determined by our credit ratings and leverage ratio.

At January [removed: 30, 2021,] [added: 29, 2022,] there were no borrowings outstanding under the revolving credit facility.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34150ea8cda34020a5183785f78b37f0_43)”] [added: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] under the caption “Segment Information” and [Note [removed: 12](#i34150ea8cda34020a5183785f78b37f0_127)] [added: 11](#i16ebb68f4bd84ff99a771b20ec27c3fc_106)] to our consolidated financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34150ea8cda34020a5183785f78b37f0_43).”][added: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43).”]

[removed: Our] Dollar Tree [removed: segment] is the leading operator of discount variety stores offering merchandise predominantly at the fixed price point of [removed: $1.00.][added: $1.25.]

The Dollar Tree segment includes [removed: 7,805] [added: 8,061] stores operating under the Dollar Tree and Dollar Tree Canada brands, 15 distribution centers in the United States and two in Canada.

In our Dollar Tree [removed: stores in the United States, we sell items primarily for $1.00 or less and in our Dollar Tree] Canada stores, we sell items principally for $1.25(CAD) or less.

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

We buy approximately [removed: 60%] [added: 57%] to [removed: 62%] [added: 59%] of our merchandise domestically and import the remaining [removed: 38%] [added: 41%] to [removed: 40%.][added: 43%.]

We carry approximately [removed: 7,500] [added: 7,000] items in our Dollar Tree stores and as of the end of fiscal [removed: 2020] [added: 2021] approximately [removed: 34%] [added: 30%] 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 [Note [removed: 12](#i34150ea8cda34020a5183785f78b37f0_127)] [added: 11](#i16ebb68f4bd84ff99a771b20ec27c3fc_106)] to our consolidated financial statements.

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

In our [removed: 7,880] [added: 8,016] Family Dollar stores, we sell merchandise at prices that generally range from $1.00 to $10.00.

In fiscal [removed: 2020,] [added: 2021,] we purchased approximately [removed: 13%] [added: 14%] of our merchandise through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers.

During [removed: 2020,] [added: 2021,] we entered into a partnership with Instacart [removed: to enable] [added: and as of January 29, 2022,] our customers [removed: to] [added: can] shop online and receive [removed: merchandise] [added: same-day delivery from nearly 7,000 Dollar Tree stores] without having to visit a store.

[removed: This] [added: The] H2 model [removed: has significantly improved merchandise offerings, including] [added: stores include] approximately 20 Dollar Tree [removed: $1.00] [added: $1.25] merchandise sections and [removed: establishing] [added: establish] a minimum number of freezer and cooler doors, throughout the store.

[removed: We are combining Family Dollar’s great value and assortment with Dollar Tree’s “thrill of the hunt” and fixed price point, creating a new strategic store format targeted] [added: The Combo Store format, which was designed specifically] for small towns and rural communities with populations of 3,000 to 4,000 [removed: residents.][added: residents, blends Family Dollar’s great value and assortment with select Dollar Tree merchandise categories under one roof.]

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 [removed: 12](#i34150ea8cda34020a5183785f78b37f0_127)] [added: 11](#i16ebb68f4bd84ff99a771b20ec27c3fc_106)] to our consolidated financial statements.

[removed: - aiming] [added: Dollar Tree stores serve a broad range of income customers in suburban locations, striving] continuously to “Wow” the customer with a compelling, fun and fresh merchandise assortment comprising a variety of the things [removed: you want] [added: the customer wants] and [removed: things you need,] [added: needs,] all at incredible values in bright, clean and friendly [removed: stores;][added: stores.]

[removed: -] [added: We are focused on revitalizing our assortment in every store by] leveraging the complementary merchandise expertise of each [removed: segment] [added: segment,] including Dollar Tree’s sourcing and product development expertise and Family Dollar’s consumer package goods and national brands sourcing [removed: expertise; and][added: expertise.]

Family Dollar primarily serves a lower than average income customer in urban and rural [removed: locations.][added: locations, offering great values on everyday items.]

[removed: Over] [added: At January 29, 2022, we operated 16,077 discount variety retail stores across 48 states and five Canadian provinces 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 States, and approximately 1,000 Dollar Tree stores in Canada.

We believe [removed: that] our substantial buying power and our flexibility in making sourcing decisions contributes to our successful purchasing strategy, which includes targeted merchandise margin goals by category.

Our [removed: supply chain] [added: merchandise] systems [removed: continue to] provide us with valuable sales information to assist our buyers and improve [removed: merchandise] [added: product] allocation to our stores.

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

Our distribution centers are operated based on objective measures of performance and virtually everyone in our store support [removed: centers] [added: center] is available to assist associates in our stores and distribution centers.

[removed: During 2020, we launched an enterprise] [added: The DEI] Executive [removed: Diversity] Council [removed: comprised of diverse leaders from every department within the company who are] [added: is] charged with creating [removed: a diversity, equity] and [removed: inclusion (“DEI”) strategy which is linked] [added: implementing DEI-focused strategies consistent] with our business goals, catalyzing cultural change throughout the organization and driving accountability at the senior management level for progress on key DEI objectives.

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

Risk [removed: Factors](#i34150ea8cda34020a5183785f78b37f0_19)”] [added: Factors](#i16ebb68f4bd84ff99a771b20ec27c3fc_19)”] and “[Item 7.

[removed: We ship to our Combination Stores from both] [added: Our] Dollar Tree [added: stores receive approximately 91% of their inventory from our distribution centers via contract carriers] and [added: our] Family Dollar [added: stores receive approximately 71% of their inventory from our] distribution centers.

Our Family Dollar stores receive approximately [removed: 13%] [added: 14%] of their merchandise from McLane Company, Inc. For more information on our distribution center network, see “[Item 2.

In fiscal [removed: 2020,] [added: 2021,] compliance with these laws and regulations did not have a material effect on our capital expenditures, earnings or competitive position.

[removed: Our associates share our corporate values, “Attitude, Judgment, and Commitment.”] We recruit and hire in [removed: these] [added: the] communities [added: we serve] using local job fairs, social media as well as local community service partners to provide part-time and full-time jobs that can become lasting careers.

Our Human Resources team, with oversight from our Board of Directors and [removed: their Committees,] [added: its committees,] develops and executes programs for compensation and benefits, onboarding and training, professional development, performance management, retention and succession planning.

- [removed: Compensation] [added: *Compensation] and [removed: benefits:] [added: benefits.*] We are committed to providing market-competitive pay for all positions and we are a pay-for-performance organization, offering performance-based compensation opportunities at nearly all levels of the organization, including hourly-paid positions.

- [removed: Health,] [added: *Health,] wellness and family [removed: resources:] [added: resources.*] In addition to making health and welfare benefits available to our associates, we also support our associates and members of their household through our Employee Assistance Program, which includes financial and legal services, as well as expert counsel in areas such as parenting, family issues and resilience skills.

To support our associates with high school-aged children, we [removed: recently] launched a scholarship program [added: in 2021] to provide access to financial support in their pursuit of higher education.

[removed: - Talent development: We believe in the growth and development of our associates and] [added: To support this objective, we] provide a multitude of professional and leadership development experiences, including online and instructor-led trainings that enable associates to consume relevant learning content for their current role and future career growth.

To remove barriers to education, we [removed: recently] launched an education assistance program [added: in 2021] that provides tuition reimbursement, as well as discounted tuition at over 200 colleges and universities for our associates and their families.

This focus on talent [removed: has] resulted in more than [removed: 35,600] [added: 48,500] promotions in [removed: 2020.][added: fiscal 2021.]

- [removed: Diversity,] [added: *Diversity,] equity and [removed: inclusion:] [added: inclusion.*] We believe our associates should mirror our diverse customer base and the communities we serve.

As of January [removed: 30, 2021,] [added: 29, 2022,] we employed more than [removed: 199,300] [added: 210,500] associates, as follows:

We are a leading operator of discount variety stores with a solid history of growth and performance.

We execute a dual-banner strategy that aims to offer the best of our brands in various store formats to serve customers in all types of geographic markets.

We are committed to growing our combined business through new store openings and through our store relocation, expansion and remodel program.

We plan to open new stores in underserved markets and to strategically increase our presence in our existing markets.

We are executing our strategic initiatives including Dollar Tree *Plus* and the Family Dollar H2 and Combination Store (or Combo Store) format initiatives.

These initiatives are discussed further in the overview of each segment below.

Corporate Culture

For more information, see Human Capital Resources below.

During the third quarter of 2021, we announced our new pricing initiative to increase the price point on a majority of our $1.00 merchandise to a new $1.25 price point across our Dollar Tree stores in the United States.

We believe that the new pricing strategy will enable us to introduce new products and expand our merchandise assortment in Dollar Tree stores while maintaining great value for our customers.

At January 29, 2022, the new price point was rolled out to more than 5,800 of our stores and we completed the rollout to the remaining stores in the first quarter of 2022.

We continue to implement our Dollar Tree *Plus* initiative which provides our customers with extraordinary value in discretionary categories priced at the $3 and $5 price points.

We have two primary initiatives for our Family Dollar stores, the H2 format and our Combo Store format, both of which incorporate elements of our Dollar Tree stores into Family Dollar stores.

As of January 29, 2022, we operated approximately 3,815 H2 stores.

As of January 29, 2022, we operated more than 240 Combo Stores.

Our new and renovated H2 and Combo Stores have higher sales and operating income margins compared with legacy Family Dollar stores.

During 2021, we entered into a partnership with Instacart and as of January 29, 2022, our customers can shop online and receive same-day delivery from more than 6,000 Family Dollar stores without having to visit a store.

Purchasing

Distribution

We expect to complete a significant expansion of our Ocala, Florida distribution center in 2024 which will include more modern automation.

Properties](#i16ebb68f4bd84ff99a771b20ec27c3fc_25).”

Seasonality

Our goal is to provide a working environment that is welcoming and inclusive, offers competitive pay and benefits, supports the growth and development of our associates, and affirms our corporate values and mission.

We also offer a voluntary benefit called “pay any-day,” which allows associates to advance their payday earnings for flexibility in meeting their bills and expenses.

- *Talent development and retention.* We believe in the growth and development of our associates and are committed to building a culture of learning in which associates are given the opportunity to enhance their skills at every stage of their career.

Our goal is to create and support a culture of inclusion among a diverse and inclusive workforce where the individual differences of our associates are understood, respected and appreciated.

To further this goal, we launched a Diversity, Equity and Inclusion (DEI) Executive Council in 2020 comprised of senior leaders from every department within the company.

In addition, we have provided associate training on DEI topics and committed to forming a number of employee resource groups that are intended to serve as platforms for discussion and support among communities of associates within targeted demographics.

Our plan is for each employee resource group to have an executive sponsor who is a member of the DEI Executive Council.

- *Workplace safety.* We strive to maintain a safe working environment for our associates with a safety program designed to promote accident prevention.

Among other things, our environmental health and safety department establishes standard safety protocols and operating procedures across the company, and our field managers are responsible for overseeing associate safety training and conducting store safety audits.

enabled the majority of our store support center teams to work remotely.

- *Communication and Engagement.* We believe that our associates are critical to our business and the right culture is essential to creating an environment of high engagement and inclusivity in which Associates thrive.

It is important to listen to Associate feedback and perspectives on various matters affecting their relationship with the company.

As a result, we have launched a culture assessment that enables us to define the culture we aspire to be, measure the culture we are today and close the gaps so we realize our goals, execute on our business strategies and create a compelling associate experience within the organization.

| Full-time Associates | | | | | | 28,759 | | | | | | 30,521 | | | | | | 2,606 | | | | | | 61,886 | | |

| Part-time Associates | | | | | | 101,795 | | | | | | 46,878 | | | | | | 6 | | | | | | 148,679 | | |

| Total | | | | | | 130,554 | | | | | | 77,399 | | | | | | 2,612 | | | | | | 210,565 | | |

We are a leading operator of discount variety stores.

At January 30, 2021, we operated 15,685 discount variety retail stores.

Impact of COVID-19

Beginning in fiscal 2020, our business was affected by the COVID-19 pandemic.

As an essential business, our stores and distribution centers have remained open during the pandemic; however, our business trends and operations have been impacted in various ways.

For example, we have experienced fewer customer visits and higher average ticket and the mix and profit margin of products purchased by our customers has differed from historical patterns.

We have seen a shift in our customers’ purchases towards higher-margin discretionary products.

We have also experienced changes in when our customers are shopping relative to the dates of seasonal holidays with spending occurring further in advance of the holidays than in previous years.

The future impact of COVID-19 on our customers is difficult to predict as the course of the pandemic, the effectiveness of health measures, and the impact of ongoing economic stabilization efforts is uncertain and government assistance payments may not provide enough funding to support current spending levels.

The American Rescue Plan Act of 2021 (“Rescue Act”), which was enacted on March 11, 2021, provides U.S. government funding to address the continuing impact of COVID-19 on the economy, public health, individuals and businesses.

Among other things, the Rescue Act provides for $1,400 direct payments to individuals, continues supplemental unemployment benefits until September 2021, extends a prior increase in food stamp benefits, expands the child tax credit and earned income tax credit, provides for rent and utility assistance, and funds COVID-19 vaccinations, testing, treatment and prevention.

An increase in the federal minimum wage was not included in the Rescue Act as enacted.

During fiscal 2020, we paid wage premiums to our store and distribution center associates as well as “Thank You” bonuses to our store managers in recognition of their extraordinary efforts during the COVID-19 pandemic, which increased our costs.

We currently do not anticipate paying these types of premiums and bonuses in fiscal 2021.

As a result of COVID-19, our supply chain has been strained and our suppliers have faced challenges in keeping up with the unprecedented demand for essential goods, as well as discretionary goods.

Recently, the ocean-shipping industry has faced capacity issues resulting in higher costs and delays in the shipment of products from Asia.

We continue to make operational changes in an attempt to minimize the impact of these challenges on our business; however, we do not know how long these disruptions will continue.

For additional information regarding the impact of COVID-19 on our business, refer to the discussion in this Item 1.

below and “[Item 7.

We believe that our initiatives positively affect our comparable store net sales.

In fiscal 2019, we introduced our Crafter’s Square initiative in more than 650 stores.

This offering includes a new expanded assortment of arts and crafts supplies.

During fiscal 2020, we expanded this program, completing the roll-out to all of our Dollar Tree stores.

The Crafter’s Square assortment carries mark-ups which are higher than our average mark-up.

Additionally, for more than a year, we have tested a multi-price initiative referred to as Dollar Tree *Plus!* Beginning in fiscal 2019, we began testing multi-price assortments in more than 100 stores in southwestern markets.

Based on learnings from the test, we made modifications to: the mix of products offered to include primarily discretionary items; the displays and signage to drive awareness and excitement to the stores; the price points to focus on the $1, $3 and $5 price points; and increase the number of offerings above the $1 price point.

We plan to expand this initiative into a total of 500 stores beginning in the first quarter of fiscal 2021.

We believe these initiatives have and will continue to enable us to increase sales and earnings.

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

During 2019, we introduced a new model for both new and renovated Family Dollar stores internally known as H2.

H2 stores have higher customer traffic and provide an average comparable store net sales lift in excess of 10%, when compared to non-renovated stores, in the first year following renovation.

H2 stores perform well in a variety of locations and especially in locations where our Family Dollar stores have been most challenged in the past.

As of January 30, 2021, we have approximately 2,385 H2 stores.

We plan to renovate at least 1,250 stores to this format in fiscal 2021 and also plan to build new stores in this format.

Building on the success of the H2 format, we have developed a Combination Store which leverages both the Dollar Tree and Family Dollar brands to serve small towns across the country.

Business Strategy

*Continue to execute our proven and best‑in‑class retail business strategy.* We will continue to execute our proven strategies that have generated a history of success and continued growth for us.

Key elements of our strategy include:

- maintaining a flexible sourcing merchandise model that allows a variety of products to be sold as long as desired merchandise margin thresholds are met;

- growing and improving both the Dollar Tree and Family Dollar brands;

In addition, we are currently defendants in national and state proceedings [added: and responding to the regulatory matters] described in [Note [removed: 5](#i34150ea8cda34020a5183785f78b37f0_94)] [added: 4](#i16ebb68f4bd84ff99a771b20ec27c3fc_85)] to our consolidated financial statements under the caption “Contingencies.” [added: These include several proposed class action complaints that have been filed against, as well as a federal grand jury subpoena that has been issued to, Family Dollar related to]

issues associated with our West Memphis, Arkansas distribution center as well as Talc litigation.

For a further description of these matters and their impact, see “[Item 1A.

Risk Factors](#i16ebb68f4bd84ff99a771b20ec27c3fc_19)”: “*We may stop selling or recall certain products for safety-related issues”* on page 13 and “*Litigation, arbitration and government proceedings may adversely affect our business, financial condition and/or results of operations”* on page 18.

Such description is incorporated by reference herein.

For the fiscal year ended January [removed: 30, 2021][added: 29, 2022]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant on July [removed: 31, 2020,] [added: 30, 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $21,864,456,043,] [added: $22,404,353,447,] based upon the closing sale price for the registrant’s common stock on such date.

On March [removed: 10, 2021,] [added: 7, 2022,] there were [removed: 233,420,925] [added: 225,110,329] shares of the registrant’s common stock outstanding.

The information called for in Items 10, 11, 12, 13 and 14 of Part III, to the extent not set forth herein, is incorporated by reference to the definitive Proxy Statement for the [added: 2022] Annual Meeting of [removed: Stockholders to be held June 10, 2021,] [added: Stockholders,] which will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January [removed: 30, 2021.][added: 29, 2022.]

FOR THE FISCAL YEAR ENDED JANUARY [removed: 30, 2021][added: 29, 2022]

| Item 1. | | | [removed: [Business](#i34150ea8cda34020a5183785f78b37f0_16)] [added: [Business](#i16ebb68f4bd84ff99a771b20ec27c3fc_16)] | | | [removed: [6](#i34150ea8cda34020a5183785f78b37f0_16)] [added: [7](#i16ebb68f4bd84ff99a771b20ec27c3fc_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i34150ea8cda34020a5183785f78b37f0_19)] [added: Factors](#i16ebb68f4bd84ff99a771b20ec27c3fc_19)] | | | [removed: [13](#i34150ea8cda34020a5183785f78b37f0_19)] [added: [11](#i16ebb68f4bd84ff99a771b20ec27c3fc_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i34150ea8cda34020a5183785f78b37f0_22)] [added: Comments](#i16ebb68f4bd84ff99a771b20ec27c3fc_22)] | | | [removed: [21](#i34150ea8cda34020a5183785f78b37f0_22)] [added: [22](#i16ebb68f4bd84ff99a771b20ec27c3fc_22)] | | |

| Item 2. | | | [removed: [Properties](#i34150ea8cda34020a5183785f78b37f0_25)] [added: [Properties](#i16ebb68f4bd84ff99a771b20ec27c3fc_25)] | | | [removed: [22](#i34150ea8cda34020a5183785f78b37f0_25)] [added: [23](#i16ebb68f4bd84ff99a771b20ec27c3fc_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i34150ea8cda34020a5183785f78b37f0_28)] [added: Proceedings](#i16ebb68f4bd84ff99a771b20ec27c3fc_28)] | | | [removed: [23](#i34150ea8cda34020a5183785f78b37f0_28)] [added: [23](#i16ebb68f4bd84ff99a771b20ec27c3fc_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i34150ea8cda34020a5183785f78b37f0_31)] [added: Disclosures](#i16ebb68f4bd84ff99a771b20ec27c3fc_31)] | | | [removed: [23](#i34150ea8cda34020a5183785f78b37f0_31)] [added: [24](#i16ebb68f4bd84ff99a771b20ec27c3fc_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i34150ea8cda34020a5183785f78b37f0_37)] [added: Securities](#i16ebb68f4bd84ff99a771b20ec27c3fc_37)] | | | [removed: [24](#i34150ea8cda34020a5183785f78b37f0_37)] [added: [25](#i16ebb68f4bd84ff99a771b20ec27c3fc_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34150ea8cda34020a5183785f78b37f0_43)] [added: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)] | | | [removed: [28](#i34150ea8cda34020a5183785f78b37f0_43)] [added: [26](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i34150ea8cda34020a5183785f78b37f0_46)] [added: Risk](#i16ebb68f4bd84ff99a771b20ec27c3fc_46)] | | | [removed: [41](#i34150ea8cda34020a5183785f78b37f0_46)] [added: [38](#i16ebb68f4bd84ff99a771b20ec27c3fc_46)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i34150ea8cda34020a5183785f78b37f0_49)] [added: Data](#i16ebb68f4bd84ff99a771b20ec27c3fc_49)] | | | [removed: [42](#i34150ea8cda34020a5183785f78b37f0_49)] [added: [39](#i16ebb68f4bd84ff99a771b20ec27c3fc_49)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i34150ea8cda34020a5183785f78b37f0_139)] [added: Disclosure](#i16ebb68f4bd84ff99a771b20ec27c3fc_112)] | | | [removed: [69](#i34150ea8cda34020a5183785f78b37f0_139)] [added: [67](#i16ebb68f4bd84ff99a771b20ec27c3fc_112)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i34150ea8cda34020a5183785f78b37f0_142)] [added: Procedures](#i16ebb68f4bd84ff99a771b20ec27c3fc_115)] | | | [removed: [69](#i34150ea8cda34020a5183785f78b37f0_142)] [added: [67](#i16ebb68f4bd84ff99a771b20ec27c3fc_115)] | | |

| Item 9B. | | | [Other [removed: Information](#i34150ea8cda34020a5183785f78b37f0_145)] [added: Information](#i16ebb68f4bd84ff99a771b20ec27c3fc_118)] | | | [removed: [71](#i34150ea8cda34020a5183785f78b37f0_145)] [added: [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_118)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i34150ea8cda34020a5183785f78b37f0_151)] [added: Governance](#i16ebb68f4bd84ff99a771b20ec27c3fc_124)] | | | [removed: [71](#i34150ea8cda34020a5183785f78b37f0_151)] [added: [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_124)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i34150ea8cda34020a5183785f78b37f0_154)] [added: Compensation](#i16ebb68f4bd84ff99a771b20ec27c3fc_127)] | | | [removed: [71](#i34150ea8cda34020a5183785f78b37f0_154)] [added: [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_127)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i34150ea8cda34020a5183785f78b37f0_157)] [added: Matters](#i16ebb68f4bd84ff99a771b20ec27c3fc_130)] | | | [removed: [71](#i34150ea8cda34020a5183785f78b37f0_157)] [added: [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_130)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i34150ea8cda34020a5183785f78b37f0_160)] [added: Independence](#i16ebb68f4bd84ff99a771b20ec27c3fc_133)] | | | [removed: [72](#i34150ea8cda34020a5183785f78b37f0_160)] [added: [70](#i16ebb68f4bd84ff99a771b20ec27c3fc_133)] | | |

| Item 14. | | | [Principal [removed: Account](#i34150ea8cda34020a5183785f78b37f0_163)[ant](#i34150ea8cda34020a5183785f78b37f0_163) [Fees] [added: Accountant Fees] and [removed: Services](#i34150ea8cda34020a5183785f78b37f0_163)] [added: Services](#i16ebb68f4bd84ff99a771b20ec27c3fc_136)] | | | [removed: [72](#i34150ea8cda34020a5183785f78b37f0_163)] [added: [70](#i16ebb68f4bd84ff99a771b20ec27c3fc_136)] | | |

| Item 15. | | | [removed: [Exhibit](#i34150ea8cda34020a5183785f78b37f0_169) [and](#i34150ea8cda34020a5183785f78b37f0_169) [Financial] [added: [Exhibit and Financial] Statement [removed: Schedules](#i34150ea8cda34020a5183785f78b37f0_169)] [added: Schedules](#i16ebb68f4bd84ff99a771b20ec27c3fc_142)] | | | [removed: [72](#i34150ea8cda34020a5183785f78b37f0_169)] [added: [70](#i16ebb68f4bd84ff99a771b20ec27c3fc_142)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i34150ea8cda34020a5183785f78b37f0_172)] [added: Summary](#i16ebb68f4bd84ff99a771b20ec27c3fc_145)] | | | [removed: [74](#i34150ea8cda34020a5183785f78b37f0_172)] [added: [72](#i16ebb68f4bd84ff99a771b20ec27c3fc_145)] | | |

- The potential effect of general business or economic conditions on our business, including the direct and indirect effects of the COVID-19 [removed: pandemic on the economy,] [added: pandemic, inflation, labor shortages,] consumer spending levels, and unemployment in our markets;

- The uncertainty of the impact of the COVID-19 pandemic and public health measures on our business and results of operations, including uncertainties surrounding [removed: possible] [added: shipping delays and other] disruptions in our supply chain or sources of supply, the physical and financial health of our customers, [added: and] the effectiveness and duration of government assistance programs to individuals, households and businesses to support consumer [removed: spending, levels of foot traffic in our stores, changes in customer demand for our consumable and essential products as well as our discretionary products, and increased expenses for higher wages and bonuses paid to associates and the cost of personal protective equipment and additional cleaning supplies and protocols for the safety of our associates;][added: spending;]

- Our expectations regarding [removed: cost increases in the future, including costs relating] [added: increased expenses for higher wages and bonuses paid] to [removed: our COVID-19 response initiatives,] [added: associates, including] increases in the minimum wage by [removed: states] [added: States] and localities, potential federal [added: legislation increasing the] minimum [removed: wage legislation, increases in shipping rates, domestic freight, other distribution costs, and fuel costs and potential new legal requirements to provide increased pay for associates who work during pandemic restrictions (“hero pay”)] [added: wage,] and a potential increase in the minimum salary for exempt store managers;

- Our growth plans, including our plans to add, renovate, re-banner, expand, remodel, relocate or close stores and any related costs or charges, our [removed: anticipated square footage increase, our] leasing strategy for future expansion, and our ability to renew leases at existing store locations;

- [removed: The effect of our initiatives] [added: Our plans] to renovate [added: existing] Family Dollar stores [removed: to] [added: and build new stores in] the H2 store [removed: format and the performance of that] format, [removed: the sales mix of consumable and higher margin merchandise in Dollar Tree and Family Dollar stores,] including an increase in the number of stores with freezers and coolers and the roll-out of adult beverages, [added: and the performance of that format] on our results of operations;

- Our plans relating to new store openings and new store concepts such as Dollar Tree [removed: *Plus!*] [added: *Plus*] and our Combination Store format;

- The impact of trade relations and the ongoing trade dispute between the United States and China, including the actual and potential effect of Section 301 tariffs on Chinese goods imposed by the United States Trade Representative, uncertainties surrounding the policies of the [removed: new] [added: current] presidential administration, and other potential impediments to imports;

- The average size and productivity of our stores, including those to be added in [removed: 2021] [added: 2022] and beyond;

- Our cash needs, including our ability to fund our future capital expenditures, working capital requirements and repurchases [added: of common stock under our repurchase program, and our ability to service our debt obligations, including our expected annual interest expense;]

- Management’s estimates and expectations as they relate to income tax liabilities, deferred income [removed: taxes and] [added: taxes,] uncertain tax [removed: positions;] [added: positions,] and [added: recognition of stock-based compensation; and]

- Management’s estimates associated with our critical accounting [removed: policies,] [added: estimates,] including inventory valuation, self-insurance liabilities and valuations for our goodwill and indefinite-lived intangible assets impairment analyses.

Risk [removed: Factors](#i34150ea8cda34020a5183785f78b37f0_19),”] [added: Factors](#i16ebb68f4bd84ff99a771b20ec27c3fc_19),”] “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34150ea8cda34020a5183785f78b37f0_43)”] [added: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] and elsewhere in this Form 10-K.

Unless specifically indicated otherwise, any references to [added: “2022” or “fiscal 2022,”] “2021” or “fiscal 2021,” “2020” or “fiscal 2020,” [added: and] “2019” or “fiscal 2019,” [removed: and “2018” or “fiscal 2018,”] relate to as of or for the years ended January [added: 28, 2023, January] 29, 2022, January 30, [removed: 2021, February 1, 2020] [added: 2021] and February [removed: 2, 2019,] [added: 1, 2020,] respectively.

| Item 6. | | | [Reserved](#i16ebb68f4bd84ff99a771b20ec27c3fc_40) | | | [26](#i16ebb68f4bd84ff99a771b20ec27c3fc_40) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i16ebb68f4bd84ff99a771b20ec27c3fc_1265) | | | [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_1265) | | |

| [Signatures](#i16ebb68f4bd84ff99a771b20ec27c3fc_148) | | | | | | [73](#i16ebb68f4bd84ff99a771b20ec27c3fc_148) | | |

- Our expectations regarding higher oceanic shipping and domestic freight and fuel costs, and our plans to manage these cost increases;

- Our expectations regarding continued disruptions and delays in shipping from China and other parts of Asia, and the impact of such disruptions and delays on our product availability, product mix, sales, and merchandise margin.

- The expected and possible outcome, costs, and impact of pending or potential litigation, arbitrations, other legal proceedings or governmental investigations, including (a) the proceeding by the U.S. Food and Drug Administration (“FDA”) arising out of or relating to: (i) products manufactured by certain Chinese factories, (ii) the inspection by the FDA and the U.S. Department of Agriculture (“USDA”) and pending FDA compliance process with respect to our West Memphis, Arkansas Family Dollar distribution center (“Arkansas FDA Matter”), (iii) a voluntary retail level product recall we initiated in February 2022 in connection with the Arkansas FDA Matter, (b) several proposed class action complaints filed against Family Dollar pertaining to circumstances underlying the Arkansas FDA Matter, (c) the federal grand jury subpoena relating to issues associated with our West Memphis, Arkansas Family Dollar distribution center, and/or (d) the facts relating to the matters described in (a), (b) or (c) above;

- Our plans and expectations relating to the introduction of additional price points above $1 in our Dollar Tree stores;

- Our expectations regarding an increase in imports and the resulting payment of a higher amount of Section 301 tariffs in 2022;

- Our expectations regarding higher commodity and other costs associated with the build-out of new stores and the renovation of existing stores, and construction, permitting and inspection delays related to new store openings;

at www.dollartree.com as soon as reasonably practicable after electronic filing of such reports with the Securities and Exchange Commission (“SEC”).

| Item 6. | | | [Selected Financial Data](#i34150ea8cda34020a5183785f78b37f0_40) | | | [26](#i34150ea8cda34020a5183785f78b37f0_40) | | |

| [Signatures](#i34150ea8cda34020a5183785f78b37f0_175) | | | | | | [75](#i34150ea8cda34020a5183785f78b37f0_175) | | |

- The disruptions in shipping from China, particularly the shortages in shipping capacity resulting from container shortages, and the resulting delays in having merchandise from China delivered to our distribution centers when needed.

- The expected and possible outcome, costs, and impact of pending or potential litigation, arbitrations, other legal proceedings or governmental investigations (including the proceeding by the Food and Drug Administration);

of common stock under our repurchase program, and our ability to service our debt obligations, including our expected annual interest expense;

- Our expectations regarding compliance with debt covenants and stock repurchases;

As of January [removed: 30, 2021,] [added: 29, 2022,] we operated [removed: 15,455] [added: 15,840] stores across the contiguous United States and the District of Columbia and operated [removed: 230] [added: 237] stores within five Canadian provinces.

The Dollar Tree segment includes [removed: 7,805] [added: 8,061] 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 [removed: 7,880] [added: 8,016] 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 January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] see “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34150ea8cda34020a5183785f78b37f0_43)”] [added: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] under the caption “Overview.”

Our leases typically provide for a short initial lease term, generally [added: between] five [added: and ten] years, with options to extend; [removed: however,] in some cases we have initial lease terms of [removed: seven] [added: up] to fifteen years.

As of January [removed: 30, 2021,] [added: 29, 2022,] we operated 26 distribution centers occupying a total of 24.0 million square feet, 15 of which are primarily dedicated to serving our Dollar Tree stores and 11 distribution centers primarily serve our Family Dollar stores.

Our distribution network supports multiple store formats including H2, [removed: Combination] [added: Combo] Stores and Dollar Tree [removed: *Plus!*] [added: *Plus.*] We ship to our H2 format stores from our Family Dollar distribution centers and we ship to our Dollar Tree [removed: *Plus!*] [added: *Plus*] format stores from our Dollar Tree distribution centers.

[removed: We ship to our Combination] [added: Our Combo] Stores [added: receive shipments] from both Dollar Tree and Family Dollar distribution centers.

We believe our distribution center network is currently capable of supporting approximately [removed: $30.2] [added: $35.3] billion in annual sales in the United States.

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

We are also developing additional parcels on our Summit Pointe property for mixed-use purposes and began leasing some portions during [added: fiscal] 2020.

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

[removed: Managem](#i34150ea8cda34020a5183785f78b37f0_43)[ent’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34150ea8cda34020a5183785f78b37f0_43)”] [added: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] under the caption “Funding Requirements.”

Our common stock is traded on The Nasdaq Global Select Market® under the symbol “DLTR.” As of March [removed: 10, 2021,] [added: 7, 2022,] we had [removed: 2,288] [added: 2,191] shareholders of record.

During fiscal [added: 2021,] 2020 and 2019, we repurchased [added: 9,156,898,] 3,982,478 and 1,967,355 shares of common stock, respectively, on the open market at a total cost of [added: $950.0 million,] $400.0 million and $200.0 million, respectively.

As of January [removed: 30, 2021,] [added: 29, 2022,] we had [removed: $400.0 million] [added: $2.5 billion] remaining under [removed: the] 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 January [removed: 30, 2021,] [added: 29, 2022,] 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 January [removed: 30, 2016,] [added: 28, 2017,] and, in each of the foregoing indices on January [removed: 30, 2016,] [added: 28, 2017,] and that dividends were reinvested.

[removed: ][added: ]

| | | | January [removed: 30, 2016 | | | January] 28, 2017 | | | February 3, 2018 | | | February 2, 2019 | | | February 1, 2020 | | | January 30, 2021 | | | [added: January 29, 2022 | | |]

The fiscal 2021 share repurchases occurred prior to the fourth quarter.

| Dollar Tree, Inc. | | | $ | 100.00 | | $ | 146.97 | | $ | 130.57 | | $ | 117.58 | | $ | 137.29 | | $ | 173.52 | |

| S&P 500 Index | | | 100.00 | | | 126.41 | | | 123.48 | | | 150.26 | | | 176.18 | | | 217.21 | | |

| S&P Retailing Index | | | 100.00 | | | 148.34 | | | 159.89 | | | 190.43 | | | 278.09 | | | 296.49 | | |

The following table presents our share repurchase activity during the fourth quarter of 2020:

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

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

| Fiscal Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced plans or programs | | | | | | Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) | | |

| November 1, 2020 - November 28, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 600.0 | |

| November 29, 2020 - January 2, 2021 | | | | | | 896,698 | | | | | | 109.23 | | | | | | 896,698 | | | | | | 502.1 | | |

| January 3, 2021 - January 30, 2021 | | | | | | 931,476 | | | | | | 109.56 | | | | | | 931,476 | | | | | | 400.0 | | |

| Total | | | | | | 1,828,174 | | | | | | $ | 109.40 | | | | | 1,828,174 | | | | | | $ | 400.0 | |

We did not repurchase any shares of common stock in fiscal 2018.

Subsequently, on March 2, 2021, the Board increased the share repurchase authorization by $2.0 billion resulting in a total share repurchase authorization of $2.4 billion.

| Dollar Tree, Inc. | | | $ | 100.00 | | $ | 91.06 | | $ | 133.83 | | $ | 118.90 | | $ | 107.07 | | $ | 125.01 | |

| S&P 500 Index | | | 100.00 | | | 120.04 | | | 151.74 | | | 148.23 | | | 180.37 | | | 211.48 | | |

| S&P Retailing Index | | | 100.00 | | | 120.09 | | | 174.49 | | | 186.29 | | | 219.46 | | | 316.05 | | |

The following table presents a summary of our selected financial data for the fiscal years ended January 30, 2021, February 1, 2020, February 2, 2019, February 3, 2018, and January 28, 2017.

Fiscal 2017 included 53 weeks, commensurate with the retail calendar, while all other fiscal years reported in the table contain 52 weeks.

The selected statement 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.

This information should be read in conjunction with the consolidated financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial information found elsewhere in this report.

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.

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.

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.

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.

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 3, 2018 and forward.

For all prior years, only our Dollar Tree stores are included in the comparable store net sales calculation.

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 20% 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.

Net sales per store and net sales per selling square foot are calculated for stores open throughout the period presented.

In the fourth quarter of 2019 and 2018, we recorded non-cash pre-tax and after-tax goodwill impairment charges related to our Family Dollar reporting unit of $313.0 million and $2.73 billion, respectively.

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.

For additional information regarding the impairment of the Family Dollar goodwill, refer to [Note 3](#i34150ea8cda34020a5183785f78b37f0_85) to our consolidated financial statements.

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

Amounts in the following tables are in millions, except per share data, number of stores data, net sales per selling square foot data and inventory turns.

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

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

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

| | | | January 30, 2021 | | | | | | February 1, 2020 | | | | | | February 2, 2019 | | | | | | February 3, 2018 | | | | | | January 28, 2017 | | |

| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 25,509.3 | | | | | $ | 23,610.8 | | | | | $ | 22,823.3 | | | | | $ | 22,245.5 | | | | | $ | 20,719.2 | |

| Gross profit | | | 7,788.3 | | | | | | 7,040.7 | | | | | | 6,947.5 | | | | | | 7,021.9 | | | | | | 6,394.7 | | |

| Selling, general and administrative expenses | | | 5,900.4 | | | | | | 5,778.5 | | | | | | 7,887.0 | | | | | | 5,022.8 | | | | | | 4,689.9 | | |

| Operating income (loss) | | | 1,887.9 | | | | | | 1,262.2 | | | | | | (939.5) | | | | | | 1,999.1 | | | | | | 1,704.8 | | |

| Net income (loss) | | | 1,341.9 | | | | | | 827.0 | | | | | | (1,590.8) | | | | | | 1,714.3 | | | | | | 896.2 | | |

| Margin Data (as a percentage of net sales): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i34150ea8cda34020a5183785f78b37f0_52)] [added: Firm](#i16ebb68f4bd84ff99a771b20ec27c3fc_52) (PCAOB ID: 185)] | | | [removed: [43](#i34150ea8cda34020a5183785f78b37f0_52)] [added: [40](#i16ebb68f4bd84ff99a771b20ec27c3fc_52)] | | |

[removed: | [Consolidated Statements of Operations](#i34150ea8cda34020a5183785f78b37f0_55) | | | [45](#i34150ea8cda34020a5183785f78b37f0_55) | | |][added: CONSOLIDATED INCOME STATEMENTS]

[removed: | [Consolidated Statements of Comprehensive Income (Loss)](#i34150ea8cda34020a5183785f78b37f0_58) | | | [46](#i34150ea8cda34020a5183785f78b37f0_58) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

| [Consolidated Balance [removed: Sheets](#i34150ea8cda34020a5183785f78b37f0_61)] [added: Sheets](#i16ebb68f4bd84ff99a771b20ec27c3fc_61)] | | | [removed: [47](#i34150ea8cda34020a5183785f78b37f0_61)] [added: [44](#i16ebb68f4bd84ff99a771b20ec27c3fc_61)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i34150ea8cda34020a5183785f78b37f0_67)] [added: Equity](#i16ebb68f4bd84ff99a771b20ec27c3fc_64)] | | | [removed: [48](#i34150ea8cda34020a5183785f78b37f0_67)] [added: [45](#i16ebb68f4bd84ff99a771b20ec27c3fc_64)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i34150ea8cda34020a5183785f78b37f0_70)] [added: Flows](#i16ebb68f4bd84ff99a771b20ec27c3fc_67)] | | | [removed: [49](#i34150ea8cda34020a5183785f78b37f0_70)] [added: [46](#i16ebb68f4bd84ff99a771b20ec27c3fc_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i34150ea8cda34020a5183785f78b37f0_73)] [added: Statements](#i16ebb68f4bd84ff99a771b20ec27c3fc_70)] | | | [removed: [50](#i34150ea8cda34020a5183785f78b37f0_73)] [added: [47](#i16ebb68f4bd84ff99a771b20ec27c3fc_70)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#i34150ea8cda34020a5183785f78b37f0_76)] [added: Policies](#i16ebb68f4bd84ff99a771b20ec27c3fc_73)] | | | [removed: [50](#i34150ea8cda34020a5183785f78b37f0_76)] [added: [47](#i16ebb68f4bd84ff99a771b20ec27c3fc_73)] | | |

| [Note 2 - Supplemental Balance Sheet [removed: Information](#i34150ea8cda34020a5183785f78b37f0_82)] [added: Information](#i16ebb68f4bd84ff99a771b20ec27c3fc_76)] | | | [removed: [54](#i34150ea8cda34020a5183785f78b37f0_82)] [added: [51](#i16ebb68f4bd84ff99a771b20ec27c3fc_76)] | | |

[removed: | [Note 4] [added: Note 3] - Income [removed: Taxes](#i34150ea8cda34020a5183785f78b37f0_91) | | | [55](#i34150ea8cda34020a5183785f78b37f0_91) | | |][added: Taxes]

| [removed: [Note 5 -] Commitments and [removed: Contingencies](#i34150ea8cda34020a5183785f78b37f0_94)] [added: contingencies (Note 4)] | | | [removed: [57](#i34150ea8cda34020a5183785f78b37f0_94)] | | | [added: | | | | | | | | |]

[removed: | [Note 6] [added: Note 5] - Long-Term [removed: Debt](#i34150ea8cda34020a5183785f78b37f0_97) | | | [59](#i34150ea8cda34020a5183785f78b37f0_97) | | |][added: Debt]

[removed: | [Note 7] [added: Note 6] - [removed: Leases](#i34150ea8cda34020a5183785f78b37f0_103) | | | [61](#i34150ea8cda34020a5183785f78b37f0_103) | | |][added: Leases]

[removed: | [Note 8] [added: Note 7] - Fair Value [removed: Measurements](#i34150ea8cda34020a5183785f78b37f0_106) | | | [62](#i34150ea8cda34020a5183785f78b37f0_106) | | |][added: Measurements]

[removed: | [Note 9] [added: Note 8] - Shareholders’ [removed: Equity](#i34150ea8cda34020a5183785f78b37f0_109) | | | [63](#i34150ea8cda34020a5183785f78b37f0_109) | | |][added: Equity]

[removed: | [Note 10 -] [added: Note 9 –] Employee Benefit [removed: Plans](#i34150ea8cda34020a5183785f78b37f0_115) | | | [63](#i34150ea8cda34020a5183785f78b37f0_115) | | |][added: Plans]

[removed: | [Note 11] [added: Note 10] - Stock-Based Compensation [removed: Plans](#i34150ea8cda34020a5183785f78b37f0_121) | | | [64](#i34150ea8cda34020a5183785f78b37f0_121) | | |][added: Plans]

[removed: | [Note 12 -] [added: Note 11 –] Segments and Disaggregated [removed: Revenue](#i34150ea8cda34020a5183785f78b37f0_127) | | | [66](#i34150ea8cda34020a5183785f78b37f0_127) | | |][added: Revenue]

We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. and subsidiaries (the Company) as of January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] the related consolidated [added: income statements, and] statements of [removed: operations,] comprehensive [removed: income (loss),] [added: income,] shareholders’ equity, and cash flows for each of the years in the three‑year period ended January [removed: 30, 2021,] [added: 29, 2022,] 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 January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] and the results of its operations and its cash flows for each of the years in the three‑year period ended January [removed: 30, 2021,] [added: 29, 2022,] 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 January [removed: 30, 2021,] [added: 29, 2022,] 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, 2021] [added: 15, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

*Estimated [removed: self-insurance] [added: self‑insurance] liability*

As discussed in Note 1 to the consolidated financial statements, the Company [removed: employs an actuary] [added: considers actuarial assumptions] to estimate its [removed: self-insurance] [added: self‑insurance] liability.

As of January [removed: 30, 2021,] [added: 29, 2022,] the Company recorded an estimated liability of [removed: $319] [added: $317] million.

We identified the evaluation of the estimated [removed: self-insurance] [added: self‑insurance] liability as a critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s [removed: self-insurance] [added: self‑insurance] liability estimation process.

[removed: CONSOLIDATED STATEMENTS OF OPERATIONS][added: INDEX TO CONSOLIDATED FINANCIAL STATEMENTS]

| | | | | | | January [removed: 30,] [added: 29,] | | | | | | [removed: February 1,] [added: January 30,] | | | | | | February [removed: 2,] [added: 1,] | | |

| (in millions, except per share data) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | | | | $ | [removed: 25,509.3] [added: 26,309.8] | | | | | $ | [removed: 23,610.8] [added: 25,508.4] | | | | | $ | [removed: 22,823.3] [added: 23,610.8] | |

| Cost of sales | | | | | | [removed: 17,721.0] [added: 18,583.9] | | | | | | [removed: 16,570.1] [added: 17,721.0] | | | | | | [removed: 15,875.8] [added: 16,570.1] | | |

| Selling, general and administrative expenses, excluding Goodwill impairment | | | | | | [removed: 5,900.4] [added: 5,925.9] | | | | | | [removed: 5,465.5] [added: 5,900.4] | | | | | | [removed: 5,160.0] [added: 5,465.5] | | |

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

| Selling, general and administrative expenses | | | | | | [removed: 5,900.4] [added: 5,925.9] | | | | | | [removed: 5,778.5] [added: 5,900.4] | | | | | | [removed: 7,887.0] [added: 5,778.5] | | |

| Operating income [removed: (loss)] | | | | | | [removed: 1,887.9] [added: 1,811.4] | | | | | | [removed: 1,262.2] [added: 1,887.9] | | | | | | [removed: (939.5)] [added: 1,262.2] | | |

| Interest expense, net | | | | | | [removed: 147.3] [added: 178.9] | | | | | | [removed: 162.1] [added: 147.3] | | | | | | [removed: 370.0] [added: 162.1] | | |

| Other [removed: expense (income),] [added: expense,] net | | | | | | [removed: 0.8] [added: 0.3] | | | | | | [removed: 1.4] [added: 0.8] | | | | | | [removed: (0.5)] [added: 1.4] | | |

| [Consolidated Income Statements](#i16ebb68f4bd84ff99a771b20ec27c3fc_55) | | | [42](#i16ebb68f4bd84ff99a771b20ec27c3fc_55) | | |

March 15, 2022

| Other revenue | | | | | | 11.4 | | | | | | 0.9 | | | | | | — | | |

| Total revenue | | | | | | 26,321.2 | | | | | | 25,509.3 | | | | | | 23,610.8 | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,327.9 | | | | | | 1,327.9 | | |

| Repurchase of stock | | | | | | (9.2) | | | | | | (0.1) | | | | | | (949.9) | | | | | | — | | | | | | — | | | | | | (950.0) | | |

| Balance at January 29, 2022 | | | | | | 225.1 | | | | | | $ | 2.2 | | | | | $ | 1,243.9 | | | | | $ | (35.2) | | | | | $ | 6,507.6 | | | | | $ | 7,718.5 | |

These amounts are reflected in “Restricted cash” in the accompanying consolidated balance sheets.

component of “Selling, general and administrative expenses” in the accompanying consolidated income statements.

We have recorded cumulative goodwill impairment charges totaling $3,040.0 million, all of which relate to the Family Dollar reporting unit.

| Accrued supplies | | | | | | 27.4 | | | | | | 25.2 | | |

| Other | | | | | | 147.5 | | | | | | 162.0 | | |

In the fourth quarter of 2019, we recorded a goodwill impairment charge of $313.0 million related to the Family Dollar goodwill, as further discussed in [Note 1](#i16ebb68f4bd84ff99a771b20ec27c3fc_73) under the caption “Goodwill and Nonamortizing Intangible Assets.” As the purchase of Family Dollar was a stock acquisition, carryover basis applied for tax purposes.

| Inventory | | | | | | 24.4 | | | | | | — | | |

We believe we have made significant improvements in our processes, and the FDA believes we have certain additional improvements to make, which we are addressing.

Although we have been able to resolve previous talc lawsuits against us without material loss to the company, given the inherent uncertainties of litigation there can be no assurances regarding the outcome of pending or future cases.

Future costs to litigate these cases are not known but may be significant, and it is uncertain whether our costs will be covered by insurance.

In addition, although we have indemnification rights against our vendors in several of these cases, it is uncertain whether the vendors will have the financial ability to carry out their obligations.

The case has been resolved.

On February 11, 2022, the FDA issued Form 483 observations primarily regarding rodent infestation at our West Memphis, Arkansas distribution center (“DC 202”), as well as other items that require remediation.

In connection therewith, we initiated a voluntary retail-level product recall of FDA and U.S. Department of Agriculture-regulated products stored and shipped from DC 202 from January 1, 2021 through February 18, 2022 (the “Recall”), temporarily closed DC 202 for extensive cleaning, temporarily closed the affected stores to permit the removal and destruction of inventory subject to the Recall, ceased sales of relevant inventory subject to the Recall, committed to the FDA to continue to cease the shipment of FDA-regulated products from DC 202 until FDA approval is received, and initiated corrective actions at DC 202 intended to ensure that these issues will not recur when shipment of FDA-regulated products recommences.

We are taking this matter extremely seriously, and are responding to all observations made in the Form 483.

We are cooperating fully with the FDA, and intend to cooperate fully with any other applicable regulatory body.

We recorded total charges of approximately $34.1 million in the fourth quarter of our 2021 fiscal year in connection with the Recall, primarily attributable to inventory markdowns and related costs.

The circumstances leading to the Recall (and/or the Recall itself) may have other negative impacts, which could include reputational damage, lost sales, further or additional governmental investigations and/or enforcement actions, and/or private litigation (see below), which could have a material adverse effect, individually or collectively, on our business, results of operations and/or financial condition.

We have received the following class action complaints related to issues associated with DC 202 (and anticipate additional lawsuits of a similar nature):

On February 22, 2022, a proposed class action complaint was filed in the Circuit Court of Pope County, Arkansas, alleging various causes of action on behalf of the citizens of Arkansas who purchased “contaminated products” covered by the Recall from January 1, 2021 through the date of such Recall.

Plaintiffs seek restitution, disgorgement, damages, attorney fees, costs and expenses, punitive damages and such further relief (in each case in unspecified amounts), as the Court deems just and proper.

On February 23, 2022, a proposed class action complaint was filed in the U.S. District Court for the Southern District of Mississippi, Northern Division, alleging various causes of action related to the sale of products that may be contaminated by virtue of a rodent infestation and other unsanitary conditions in stores throughout Mississippi, Arkansas, Louisiana, Alabama, Missouri and Tennessee.

Plaintiffs seek damages, attorney fees and costs, punitive damages and the replacement of, or refund of money paid to purchase the relevant products, and any other legal relief available for their claims (in each case in unspecified amounts), including equitable and injunctive relief.

On February 25, 2022, a proposed class action complaint was filed in the U.S. District Court for the Eastern District of Virginia, on behalf of all persons who purchased products subject to the Recall (with a subclass for all persons residing in the State of Tennessee who purchased products subject to the Recall), alleging breach of the implied warranty of merchantability and unjust enrichment.

Plaintiffs seek restitution, damages, interest, punitive damages, attorney fees, costs and expenses, and such further relief (in each case in unspecified amounts), as the Court deems just and equitable.

On March 2, 2022, a proposed class action complaint was filed in the U.S. District Court for the Western District of Louisiana, alleging various causes of action related to the sale of products that may be contaminated by virtue of rodent infestation and other unsanitary conditions in stores throughout Louisiana, Mississippi, Arkansas, Alabama, Missouri and Tennessee.

Plaintiffs seek damages, attorney fees and costs, punitive damages and the replacement of, or refund of money paid to purchase the relevant products, and any other legal relief available for their claims (in each case in unspecified amounts), including equitable and injunctive relief.

On March 4, 2022, a proposed class action complaint was filed in the U.S. District Court for the Western District of Tennessee, alleging various causes of action related to the sale of products that may be contaminated by virtue of rodent infestation and other unsanitary conditions in stores throughout Tennessee, Louisiana, Mississippi, Arkansas, Alabama, and Missouri.

Plaintiffs seek damages, attorney fees and costs, punitive damages and the replacement of, or refund of money paid to purchase the relevant products, and any other legal relief available for their claims (in each case in unspecified amounts), including equitable and injunctive relief.

On March 7, 2022, a proposed class action complaint was filed in the U.S. District Court for the Southern District of Alabama, alleging various causes of action related to the sale of products that may be contaminated by virtue of rodent infestation and other unsanitary conditions in stores throughout Alabama, Louisiana, Mississippi, Arkansas, Tennessee, and Missouri.

Plaintiffs seek damages, attorney fees and costs, punitive damages and the replacement of, or refund of money paid to purchase the relevant products, and any other legal relief available for their claims (in each case in unspecified amounts), including equitable and injunctive relief.

On March 8, 2022, a proposed class action complaint was filed in the U.S. District Court for the Western District of Missouri, alleging various causes of action related to the sale of products that may be contaminated by virtue of rodent infestation and other unsanitary conditions in stores throughout Missouri, Arkansas, Louisiana, Mississippi, Alabama and Tennessee.

Plaintiffs seek damages, attorney fees and costs, punitive damages and the replacement of, or refund of money paid to purchase the relevant products, and any other legal relief available for their claims (in each case in unspecified amounts), including equitable and injunctive relief.

TABLE OF CONTENTS

| | | | | | |

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

| [Note 3 - Goodwill and Nonamortizing Intangible Assets](#i34150ea8cda34020a5183785f78b37f0_85) | | | [54](#i34150ea8cda34020a5183785f78b37f0_85) | | |

| [Note 13 - Quarterly Financial Information (Unaudited)](#i34150ea8cda34020a5183785f78b37f0_133) | | | [68](#i34150ea8cda34020a5183785f78b37f0_133) | | |

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of February 3, 2019, due to the adoption of Accounting Standards Codification (ASC) Topic 842, *Leases*.

*Valuation of goodwill and trade name intangible asset in the Family Dollar operating segment*

As discussed in Notes 1 and 3 to the consolidated financial statements, the Company performs goodwill and trade name intangible asset impairment testing on an annual basis and when events and changes in circumstances indicate possible impairment of these assets.

Total recorded goodwill as of January 30, 2021 was $2.0 billion.

Of this amount, the goodwill balance for the Family Dollar reporting unit, which is also the Family Dollar operating segment, was $1.6 billion.

The Family Dollar trade name intangible asset was $3.1 billion as of January 30, 2021.

We identified the assessment of the valuation of goodwill and trade name intangible asset in the Family Dollar operating segment as a critical audit matter.

The assumptions utilized to calculate the fair value of the operating segment, which included revenue growth rates and discount rate, as well as the assumptions used to calculate the fair value of the trade name intangible asset, which included revenue growth rates, discount rate, and royalty rate, required subjective auditor judgment.

Minor changes to these assumptions could have a significant effect on the assessment of the carrying value of the goodwill and trade name, which resulted

in a high degree of subjectivity in performing the associated audit procedures.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s goodwill and trade name impairment assessment process, including controls related to the determination of the fair value of the assets, the development of the revenue growth rates, discount rates, and royalty rate.

We performed a sensitivity analysis over the revenue growth rate assumptions to assess their impact on the Company’s determination of the fair values of the Family Dollar reporting unit and the trade name intangible asset.

To assess the Company’s ability to accurately forecast, we compared the Company’s historical forecasts to actual results.

We evaluated the Company’s revenue growth rates reflected in the forecasted revenues for the Family Dollar operating segment by comparing the store sales growth assumptions to historical results.

We also evaluated assumptions related to new store openings and renovations through comparison to the Company’s forecasted capital expenditures and its known store openings and renovations.

We involved valuation professionals with specialized skills and knowledge who assisted in:

- evaluating the Company’s revenue growth rates based on publicly available market data for comparable entities;

- assessing the Company’s discount rates and royalty rate by comparing the Company’s inputs to the discount and royalty rates to publicly available market data for comparable companies and assessing the resulting rates; and

- evaluating (1) the Family Dollar operating segment’s fair value using the related cash flow forecast and discount rate, as well as (2) the trade name’s fair value using the related discount rate and royalty rate, and comparing the results to the Company’s fair value estimate.

March 16, 2021

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

| Gross profit | | | | | | 7,788.3 | | | | | | 7,040.7 | | | | | | 6,947.5 | | |

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

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

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

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

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

| Current portion of long-term debt | | | | | | $ | — | | | | | $ | 250.0 | |

| Balance at February 3, 2018 | | | | | | 237.3 | | | | | | $ | 2.4 | | | | | $ | 2,545.3 | | | | | $ | (32.3) | | | | | $ | 4,666.9 | | | | | $ | 7,182.3 | |

| Net loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,590.8) | | | | | | (1,590.8) | | |

| Total other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | (6.0) | | | | | | — | | | | | | (6.0) | | |

over the committed lease term at the lease commencement date.

Refer to [Note 3](#i34150ea8cda34020a5183785f78b37f0_85) for additional information on the results of the impairment tests.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of January [removed: 30, 2021,] [added: 29, 2022,] our disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Based on this assessment, our management has concluded that, as of January [removed: 30, 2021,] [added: 29, 2022,] our internal control over financial reporting is effective.

We have audited Dollar Tree, [removed: Inc.’s] [added: Inc.] and [removed: subsidiaries] [added: subsidiaries’] (the Company) internal control over financial reporting as of January [removed: 30, 2021,] [added: 29, 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 30, 2021,] [added: 29, 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] the related consolidated [added: income statements, and] statements of [removed: operations,] comprehensive [removed: income (loss),] [added: income,] shareholders’ equity, and cash flows for each of the years in the [removed: three-year] [added: three‑year] period ended January [removed: 30, 2021,] [added: 29, 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 16, 2021] [added: 15, 2022] expressed an unqualified opinion on those consolidated financial statements.

March 15, 2022

March 16, 2021

PART III

Not Applicable.

PART III

The information concerning our Directors and Executive Officers required by this Item is incorporated by reference to Dollar Tree, Inc.’s Proxy Statement relating to our [removed: 2021] [added: 2022] Annual Meeting (“Proxy Statement”), under the captions “Director Biographies” and “Executive Officers.”

The information concerning our code of ethics required by this Item is incorporated by reference to the Proxy Statement, under the caption [removed: “Code] [added: “Board Governance - Code] of Ethics.”

The following table summarizes information regarding shares issuable as of January [removed: 30, 2021,] [added: 29, 2022,] under our equity compensation plans, including the number of shares of common stock subject to options, restricted stock units, deferred shares and other rights granted to employees, consultants and members of our Board of Directors; the weighted-average exercise price of outstanding options; and the number of shares remaining available for future award grants under these plans.

Additional information regarding our equity compensation plans can be found in [Note [removed: 11](#i34150ea8cda34020a5183785f78b37f0_121)] [added: 10](#i16ebb68f4bd84ff99a771b20ec27c3fc_103)] to our consolidated financial statements.

(a)Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of January [removed: 30, 2021.][added: 29, 2022.]

(b)Not included in the calculation of weighted-average exercise price are (i) [removed: 1,688,488] [added: 1,723,013] restricted stock units and (ii) [removed: 150,197] [added: 159,248] director deferred shares.

(c)Amounts represent shares remaining available for future awards under all of our equity-based plans, including shares remaining under our [removed: 2011] [added: 2021] Omnibus Incentive Plan, our 2015 Employee Stock Purchase Plan and our 2013 Director Deferred Compensation Plan.

Out of the [removed: 19,062,707] [added: 9,463,931] shares remaining available for future issuance, [removed: 2,707,188] [added: 2,585,772] represent the number of shares remaining available for future issuance under our Employee Stock Purchase Plan as of January [removed: 30, 2021.][added: 29, 2022.]

1Equity-based plans approved by our shareholders include: the 2013 Director Deferred Compensation Plan, the 2015 Employee Stock Purchase Plan (which replaced a predecessor plan), and the [removed: 2011] [added: 2021] Omnibus Incentive Plan (which replaced the [removed: 2003 Equity] [added: 2011 Omnibus] Incentive [removed: Plan and the 2004 Executive Officer Equity] Plan).

2Does not include [removed: 101,142] [added: 14,158] shares to be issued upon the exercise of options with a weighted-average exercise price of [removed: $76.97] [added: $77.06] that were granted under the Family Dollar 2006 Incentive Plan and assumed by us in connection with our merger with Family Dollar.

| Plans approved by security holders1 | | | | | | 1,892,644 | | | | | | $ | 108.56 | | | | | 9,463,931 | | |

As of March 17, 2021, the 2011 Omnibus Incentive Plan was no longer available for new grants of

awards, but all outstanding awards that were granted under the plan prior to March 17, 2021 continue to be governed by the terms and conditions of the plan and applicable award agreements.

| Plans approved by security holders1 | | | | | | 1,854,600 | | | | | | $ | 97.47 | | | | | 19,062,707 | | |

No awards may be granted under the Omnibus Plan after March 16, 2021.

Reference is made to the Index to the Consolidated Financial Statements set forth under Part II, [Item [removed: 8](#i34150ea8cda34020a5183785f78b37f0_49)] [added: 8](#i16ebb68f4bd84ff99a771b20ec27c3fc_49)] of this Form 10-K.

| [removed: 3.2] [added: 3.2.2] | | | | | | [Amended [removed: By-](http://www.sec.gov/Archives/edgar/data/935703/000093570320000069/ex31amendedby-lawseffe.htm)[L](http://www.sec.gov/Archives/edgar/data/935703/000093570320000069/ex31amendedby-lawseffe.htm)[aws] [added: and Restated By-Laws] of Dollar Tree, Inc., effective [removed: December 3, 2020](http://www.sec.gov/Archives/edgar/data/935703/000093570320000069/ex31amendedby-lawseffe.htm)] [added: March 16, 2022](http://www.sec.gov/Archives/edgar/data/935703/000110465922031501/tm228648d1_ex3-1.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: 12/3/2020] [added: 3/8/2022] | | | | | | | | |

| 10.2 | | | * | | | [Policy for director compensation (as [removed: described](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm) [under] [added: described under] the [removed: caption](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm) [“](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm)[Director Co](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm)[mpensation](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm)[”](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm)[)](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm)] [added: caption “Director Compensation”)](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm)] | | | | | | DEF 14A | | | | | | N/A | | | | | | 4/24/2020 | | | | | | | | |

| 10.4 | | | * | | | [Description of Dollar Tree, Inc. Management Incentive Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570311000023/ex10_1.htm)] [added: Plan, effective for the fiscal year ending January 29, 2022 and thereafter](http://www.sec.gov/Archives/edgar/data/935703/000093570321000029/dltr-2021x05x01x10qxex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | [removed: 5/19/2011] [added: 5/27/2021] | | | | | | | | |

| [removed: 10.7] [added: 10.7.1] | | | * | | | [Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570312000011/ex10_2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 3/21/2012 | | | | | | | | |

| [removed: 10.8] [added: 10.9.1] | | | * | | | [Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1032.htm) | | | | | | 10-K | | | | | | 10.32 | | | | | | 3/27/2019 | | | | | | | | |

| [removed: 10.9] [added: 10.10] | | | * | | | [Form of Performance Stock Unit Agreement under the 2011 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1033.htm) | | | | | | 10-K | | | | | | 10.33 | | | | | | 3/27/2019 | | | | | | | | |

| [removed: 10.10] [added: 10.7.2] | | | * | | | [Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1034.htm) | | | | | | 10-K | | | | | | 10.34 | | | | | | 3/27/2019 | | | | | | | | |

| [removed: 10.14] [added: 10.8] | | | * | | | [Form of Executive Officer Nonstatutory Stock Option Agreement under the 2011 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570317000011/ex1054formofexecutiveoffic.htm) | | | | | | 10-K | | | | | | 10.54 | | | | | | 3/28/2017 | | | | | | | | |

| [removed: 10.15] [added: 10.14] | | | * | | | [Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570317000043/ex101dollartreeandfamilydo.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 8/24/2017 | | | | | | | | |

| [removed: 10.16] [added: 10.15.1] | | | * | | | [2013 Director Deferred Compensation Plan, as amended and restated effective December 31, 2016](http://www.sec.gov/Archives/edgar/data/935703/000093570318000013/dltr-2018x02x03x10kxex1035.htm) | | | | | | 10-K | | | | | | 10.35 | | | | | | 3/16/2018 | | | | | | | | |

| [removed: 10.17] [added: 10.23] | | | | | | [Credit Agreement, dated as of [removed: April 19, 2018,] [added: December 8, 2021,] among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as [removed: administrative] agent and the lenders and other parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/935703/000110465918025637/a18-11207_1ex10d1.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/935703/000093570321000061/ex101creditagreement.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | [removed: 4/20/2018] [added: 12/9/2021] | | | | | | | | |

| [removed: 10.18] [added: 10.16] | | | * | | | [Form of Change in Control Retention Agreement for Executive Officers (portions of the exhibit have been omitted pursuant to a request for confidential treatment)](http://www.sec.gov/Archives/edgar/data/935703/000093570318000058/dltr-2018x11x03x10qxex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 11/29/2018 | | | | | | | | |

| [removed: 10.19] [added: 10.17] | | | * | | | [Form of Executive Agreement (portions of the exhibit have been omitted pursuant to a request for confidential treatment)](http://www.sec.gov/Archives/edgar/data/935703/000093570318000058/dltr-2018x11x03x10qxex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 11/29/2018 | | | | | | | | |

| [removed: 10.20] [added: 10.9.2] | | | * | | | [Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570320000027/dltr-2020x05x02x10qxex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/28/2020 | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/935703/000093570321000014/dltr-2021x01x30x10kxex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/935703/000093570322000020/dltr-2022x01x29x10kxex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/935703/000093570321000014/dltr-2021x01x30x10kxex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/935703/000093570322000020/dltr-2022x01x29x10kxex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570321000014/dltr-2021x01x30x10kxex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570322000020/dltr-2022x01x29x10kxex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570321000014/dltr-2021x01x30x10kxex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570322000020/dltr-2022x01x29x10kxex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570321000014/dltr-2021x01x30x10kxex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570322000020/dltr-2022x01x29x10kxex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570321000014/dltr-2021x01x30x10kxex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570322000020/dltr-2022x01x29x10kxex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 101 | | | | | | The following financial statements from our Form 10-K for the fiscal year ended January [removed: 30, 2021,] [added: 29, 2022,] formatted in Inline XBRL: (i) Consolidated [removed: Statements of Operations,] [added: Income Statements,] (ii) Consolidated Statements of Comprehensive [removed: Income (Loss),] [added: Income,] (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 104 | | | | | | The cover page from our Form 10-K for the fiscal year ended January [removed: 30, 2021,] [added: 29, 2022,] formatted in Inline XBRL and contained in Exhibit 101 | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 3.2.1 | | | | | | [Amended By-Laws of Dollar Tree, Inc., effective June 10, 2021](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit31by-lawsofdollartr.htm) | | | | | | 8-K | | | | | | 3.1 | | | | | | 6/11/2021 | | | | | | | | |

| 4.2.3 | | | | | | [Second Supplemental Indenture, dated as of December 1, 2021, between Dollar Tree, Inc. and U.S. Bank National Association, as trustee](http://www.sec.gov/Archives/edgar/data/935703/000110465921145538/tm2133298d6_ex4-1.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 12/1/2021 | | | | | | | | |

| 10.15.2 | | | * | | | [2013 Director Deferred Compensation Plan, as amended and restated effective June 10, 2021](http://www.sec.gov/Archives/edgar/data/935703/000093570321000033/exhibit1062013directordefe.htm) | | | | | | 8-K | | | | | | 10.6 | | | | | | 6/11/2021 | | | | | | | | |

| 10.18 | | | * | | | [Dollar Tree, Inc. 2021 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit101dollartreeinc202.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 6/11/2021 | | | | | | | | |

| 10.19 | | | * | | | [Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit102performance-base.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 6/11/2021 | | | | | | | | |

| 10.20 | | | * | | | [Form of Long-Term Performance Plan Award Agreement under the 2021 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit103long-termperform.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 6/11/2021 | | | | | | | | |

| 10.21 | | | * | | | [Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit104restrictedstocku.htm) | | | | | | 8-K | | | | | | 10.4 | | | | | | 6/11/2021 | | | | | | | | |

| 10.22 | | | * | | | [Form of Non-Employee Director Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit105non-employeedire.htm) | | | | | | 8-K | | | | | | 10.5 | | | | | | 6/11/2021 | | | | | | | | |

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

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

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

| Exhibit | | | | | | Exhibit Description | | | | | | Form | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| 10.24 | | | * | | | [Form of letter agreement amending Executive Agreements for Executive Officers at the level of Chiefs](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex101formofletteragreement.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/7/2022 | | | | | | | | |

| 10.25 | | | * | | | [Addendum to Executive Agreement, by and between](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex102addendumtoexecutiveag.htm) [Dollar Tree, Inc.](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex102addendumtoexecutiveag.htm) [and Michael Witynski, dated March 1, 2022](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex102addendumtoexecutiveag.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 3/7/2022 | | | | | | | | |

| 10.26 | | | * | | | [Post-Retirement Benefits Agreement, by and between](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex103post-retirementbenefi.htm) [Dollar Tree, Inc.](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex103post-retirementbenefi.htm) [and Bob Sasser, dated March 2, 2022](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex103post-retirementbenefi.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 3/7/2022 | | | | | | | | |

| 10.27 | | | * | | | [Form of Indemnification Agreement](http://www.sec.gov/Archives/edgar/data/935703/000093570322000015/ex101formofindemnification.htm) [](http://www.sec.gov/Archives/edgar/data/935703/000093570322000015/ex101formofindemnification.htm)[for Directors and Executive Officers](http://www.sec.gov/Archives/edgar/data/935703/000093570322000015/ex101formofindemnification.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/7/2022 | | | | | | | | |

| 10.28 | | | | | | [Stewardship Framework Agreement, by and between Dollar Tree, Inc. and MR Cobalt Advisor LLC, on behalf of itself and its affiliates and associates, dated March 8, 2022](http://www.sec.gov/Archives/edgar/data/935703/000110465922031501/tm228648d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/8/2022 | | | | | | | | |

| DATE: | | | March [removed: 16, 2021] [added: 15, 2022] | | | By: | | | /s/ Michael A. Witynski | | |

| Michael A. Witynski | | | President and Chief Executive Officer; Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| Bob Sasser | | | Executive Chairman; Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| Gregory M. Bridgeford | | | Lead Independent Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| Arnold S. Barron | | | Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| Thomas W. Dickson | | | Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| Lemuel E. Lewis | | | Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| Kathleen E. Mallas | | | Senior Vice President - [removed: Principal] [added: Chief] Accounting Officer | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| /s/ Jeffrey [added: G.] Naylor | | | | | | | | |

| Jeffrey [added: G.] Naylor | | | Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| /s/ Winnie [added: Y.] Park | | | | | | | | |

| Winnie [added: Y.] Park | | | Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| /s/ Stephanie [added: P.] Stahl | | | | | | | | |

| Stephanie [added: P.] Stahl | | | Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| Kevin S. Wampler | | | Chief Financial Officer | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| Carrie A. Wheeler | | | Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| Thomas E. Whiddon | | | Director | | | March [removed: 16, 2021] [added: 15, 2022] | | |

| | | | | | | | | |

| | | | | | | | | |

| /s/ Thomas A. Saunders III | | | | | | | | |

| Thomas A. Saunders III | | | Director | | | March 16, 2021 | | |

| /s/ Dr. Carl P. Zeithaml | | | | | | | | |

| Dr. Carl P. Zeithaml | | | Director | | | March 16, 2021 | | |