Dollar Tree (DLTR) 10-K risk factor changes: FY2022 vs FY2021

Our profitability is vulnerable to increases in [removed: oceanic shipping costs, domestic] [added: merchandise, shipping,] freight and fuel costs, wage and benefit costs and other operating costs.

Future increases in costs such as [added: the cost of merchandise (including the substitution of higher cost domestic goods),] wage and benefit costs, ocean shipping rates, domestic freight costs, fuel and energy costs, [removed: the cost of 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.

We [removed: expect] [added: experienced] material increases in wage rates and labor costs as well as in shipping rates, freight and fuel costs in [removed: 2022.][added: 2022, and we expect further increases in certain cost categories in 2023.]

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 [removed: 2022.][added: 2023.]

Separately, government or industry actions addressing the impact of climate [removed: change] [added: change, or shifts in customer preferences for more sustainable, energy-efficient products,] may result in increases in [added: our] merchandise or operating costs.

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 [removed: points.][added: points and beginning in fiscal 2022, we added $3, $4 and $5 frozen and refrigerated product in 3,500 stores.]

Although we have increased our price points at [added: our] Dollar Tree stores, [removed: 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 [removed: increases.][added: increases is critical to maintaining our profitability levels.]

Although Family Dollar, unlike Dollar Tree, can [added: more easily] raise the price of merchandise, customers may buy fewer products if prices were to increase.

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

[removed: [Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] [added: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43)”] for further discussion of the effect of economic factors on our operations.

Our success is dependent on our ability to import or transport merchandise to our distribution centers and [removed: then truck] [added: store, pick and ship] merchandise to our stores in a timely and cost-effective manner.

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

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

We [removed: are experiencing ocean shipping disruptions,] [added: have also experienced] trucking shortages, [removed: increased ocean shipping rates] and increased trucking and fuel costs.

Some of the factors that have had and could have an adverse effect on our distribution network or costs in [removed: 2022] [added: 2023] are:

[removed: In addition,] [added: Domestically,] diesel fuel prices [added: have been and] are expected to [removed: be significantly] [added: remain] higher [removed: in fiscal 2022] and may increase further because of international tensions.

[added: - *Shipping disruptions.*] We have [removed: also] experienced [added: disruptions in the global supply chain, including] issues with [added: shipping capacity,] port congestion and pandemic-related port closings and ship diversions.

Delays could potentially have a material adverse impact on future product availability, product mix, sales and merchandise margin, especially at Dollar [removed: Tree, if the delays do not improve.][added: Tree.]

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

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

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

- *Diesel fuel costs.* We have experienced volatility in diesel fuel costs and are expecting increases to continue in fiscal [removed: 2022] [added: 2023] and may worsen, for example, because of the impact of international events such as trade restrictions on Russia on oil prices.

- *Vulnerability to natural or man-made disasters, including climate change.* A fire, explosion or natural disaster at a port or any of our distribution [added: or store support] 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 and patterns may increase our operating costs, disrupt [added: manufacturing or] our supply chain, change customer buying patterns, result in [removed: store] closures [added: of our stores or distribution] and [added: store support centers and] impede physical access to our stores.

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

In fiscal [removed: 2021,] [added: 2022,] we purchased and delivered approximately [removed: 14%] [added: 15%] of our merchandise for our Family Dollar [removed: segment] [added: segment, and to a lesser extent for our Dollar Tree segment,] through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers.

We may stop selling or recall certain [removed: products produced by certain manufacturers] [added: products, including our private label brands,] for safety-related or other issues, including product contamination, product [removed: content such as lead, spoilage or other adulteration,] [added: content,] improper manufacturing processes, improper testing, product mislabeling or product tampering.

We may also stop selling or recall products if the products, the operations of our suppliers, or our operations violate applicable laws or regulations, including food, drug and cosmetic safety laws, or raise potential health and safety-related issues, including improper storage, product mishandling, contamination or other adulteration, or when [removed: our suppliers’] products [added: could] cause injury, illness or death.

[removed: On] [added: In connection therewith, on] February 18, 2022, [removed: 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 [removed: 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 [added: we] could [removed: result in] [added: experience] significant [removed: and unexpected] costs, lost sales, compliance or enforcement actions by governmental [removed: authorities,] [added: authorities which could result in fines or other penalties,] and/or product liability [added: legal] claims [removed: or] [added: and consumer] lawsuits.

A significant product liability or other legal judgment against us, a [removed: related] regulatory enforcement action or a product recall could materially and adversely affect our reputation, financial condition and/or results of operations.

Moreover, [removed: even if a product liability, consumer fraud or other claim is unsuccessful, has no merit or is not pursued,] the negative publicity surrounding assertions against the products we sell [added: or the standards we uphold] could materially and adversely affect our business, reputation and/or profitability.

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

[removed: Also] [added: For more information,] see “*Litigation, arbitration and government proceedings may adversely affect our business, financial condition and/or results of [removed: operations”*] [added: operations*”] on page [removed: 18 for,] [added: 17 which includes,] among other things, a description of legal proceedings relating to issues associated with DC [removed: 202*.*][added: 202.]

Our business and results of operations could be materially harmed if we experience a decline in consumer confidence and spending as a result of consumer concerns about the quality and safety of our [removed: products.][added: products or our brand standards.]

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

If there is a decline in consumer confidence in our [removed: products,] [added: products or brands,] 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.

A deterioration in economic [removed: conditions, whether related to the COVID-19 pandemic or otherwise,] [added: conditions] could reduce consumer spending or cause customers to shift their spending to products we either do not sell or do not sell as profitably.

Other factors that could result in or exacerbate adverse economic conditions include inflation, higher unemployment, consumer debt levels, trade disputes, as well as adverse climate or weather conditions, [added: worsening or new] epidemics, terrorism or international tensions, including armed conflict and economic sanctions.

Furthermore, factors that could adversely affect consumer disposable income could decrease our customers’ spending on products we [removed: sell.][added: sell most profitably.]

- *Shipping costs.* We have experienced significantly higher international and domestic freight costs.

Recalls may also subject us to public claims of false or deceptive advertising and other criticism.

We have experienced the foregoing risks in connection with a retail-level recall that was initiated on February 18, 2022 in relation to our Family Dollar Distribution Center 202 in Arkansas (“DC 202”).

In fiscal 2022, we experienced a material shift in consumer purchasing from higher-margin discretionary merchandise to lower-margin consumable goods which has negatively impacted our product mix and margins.

We believe increasing sales at Family Dollar depends in significant part on several initiatives, including price reductions, some of which remain in the early stages.

In addition, we have experienced delays in new store openings due to limitations on the availability of certain fixtures and equipment.

Our product mix is affected by the supply of goods, including imported goods, and could be negatively impacted by various factors, including those described under “*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*” on page 11.

We cannot guarantee that we will continue to be able to

Although to date the increase in the price point has more than offset the decline in the number of units sold, there can be no assurances that the price increase will not have an adverse effect on our business in the future.

In addition, building on our current initiatives, we are currently developing plans to make additional multi-year strategic investments across the Dollar Tree and Family Dollar banners to further position the company for long-term sustained growth.

We anticipate that these investments will relate to four key areas of our business: our associates, our distribution center network and supply chain, our product pricing and value proposition, and our technology infrastructure.

Within these areas, the focus of these investments is expected to be on associate wages, improved store execution, enhanced safety and working conditions, increased supply chain efficiencies, competitive pricing at Family Dollar, and enhancements to our systems infrastructure.

There is a risk that our investments in these initiatives may increase our costs and reduce our margins and profitability if the initiatives do not achieve their intended purposes.

We plan to make investments in our information technology systems in fiscal 2023 to support the growth of our business.

If our information technology systems are not adequate to support our strategic initiatives, our growth and the success of our initiatives may be adversely affected.

If our information technology systems and processes are insufficiently provisioned or improperly designed and implemented to support our business, our strategic initiatives may not deliver anticipated results.

In June 2022, we stopped shipping to stores from DC 202 and have since closed the facility and disposed of all of the inventory that was in the facility.

On November 9, 2022 we received an FDA warning letter in connection with the DC 202 inspection.

The conditions and issues detailed in the warning letter are generally the same as those described in the Form 483 observations or were otherwise observed during the inspection.

The warning letter acknowledged certain remedial actions we have taken in response to the Form 483 observations, including conducting the recall and closing the facility.

We are taking this matter extremely seriously and continue to cooperate with the FDA.

If the FDA and/or other governmental authorities are not satisfied with these corrective actions or observe issues in our other

Since February 22, 2022, we have received 14 putative class action complaints related to issues noted above associated with DC 202.

The lawsuits are proceeding in federal court in Tennessee using the federal court’s multi-district litigation (“MDL”) process.

On April 28, 2022, the State of Arkansas filed a complaint in state court alleging violations of the Arkansas Deceptive Trade Practices Act, gross negligence and negligence, strict liability in tort, unjust enrichment and civil conspiracy related to the same underlying matters as the putative class actions above.

The State of Arkansas is seeking injunctive relief, restitution, disgorgement, damages, civil penalties, punitive damages and suspension or revocation of our authorization to do business in Arkansas.

We filed a motion to dismiss the amended consolidated complaint and a ruling on the motion by the court is expected in early 2023.

If our motion is denied in whole or in part (including on appeal), the case would move to class certification, which we intend to oppose.

We are unable to determine at this time whether our motion to dismiss will be granted or whether a class can be certified.

In connection with this matter, we have been investigating the condition of FDA-regulated product shipped from DC 202.

We are cooperating fully with the U.S. Department of Justice investigation, including having produced documents and provided additional information.

As part of this cooperation, we may engage in discussions with the government in an effort to reach a negotiated resolution.

Due to the inherent uncertainties associated with this matter, no assurance can be given as to the timing or outcome of this matter, which could include penalties and company undertakings.

If we experienced a material loss arising from these matters, we could also become subject to shareholder derivative suits and securities litigation.

For example, various municipalities regulate the placement or proximity of our stores or may place requirements on the types of products we sell.

We operate in an increasingly regulated environment across a large and diverse geographic footprint, and we devote substantial resources to ensure effective compliance.

If our programs do not adequately anticipate emerging regulatory expectations or requirements, or if we fail to appropriately design and maintain an effective enterprise compliance program and system of controls to prevent and detect non-compliance, including implementing and communicating a strong culture of compliance, there is a possibility any failure to comply with applicable laws and regulations would subject us to enhanced legal risks and adverse outcomes.

In addition to the legal requirements above, we are subject to the influence of a wide range of non-governmental stakeholders whose expectations on topics related to those described above may impact our business.

We may be pressured by our shareholders, associates or customers, or others in the communities where we operate to adopt practices or policies that are more prescriptive than those required by law.

Similar influences may impact our merchandise and other vendors which would indirectly affect our business.

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

- *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.

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.

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

These and other disruptions adversely impacted Trans-Pacific shipping in 2021 and are expected to continue to affect shipping from China, where we buy a significant portion of our merchandise, and we cannot predict when the disruptions will end.

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

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.

In addition, our sale of adulterated products could subject us to claims of false or deceptive advertising or other criticism.

Factors that could reduce our customers’ disposable income and over which we exercise no influence include but are not limited to, the COVID-19 pandemic and other adverse economic conditions described below as well as increases in fuel or other

We are currently expecting the amount of Section 301 tariffs we pay in 2022 to increase above 2021 levels because the amount of our imports is expected to increase;

See “[Item 7.

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

The United States has scaled back punitive Section 301 tariffs on certain Chinese imports based on an agreement reached with China in 2020.

However, there is uncertainty as to the actions that may be taken under the current presidential administration with respect to U.S. trade policy with China, including whether the administration will support reductions in tariffs.

We believe increasing sales at Family Dollar depends in significant part on the success of the H2 renovations and Combo Store concepts.

our sales from higher cost consumable products increases.

Our product mix is affected by the supply of goods, including imported goods, and could be negatively impacted by various factors, including the COVID-19 pandemic and oceanic shipping and port disruptions.

- the continued integration of the operations of Family Dollar with Dollar Tree.

The rollout of our initiative to add price points above $1 in Dollar Tree stores is subject to additional risks and uncertainties relating to, among other things, provisions in our leases and/or third-party waivers tied to single or $1 price points, and compliance with the terms of our leases and state and local consumer laws, which may restrict price increases deemed unjustified in certain circumstances.

In fiscal 2019, we recorded a $313.0 million non-cash pre-tax and after-tax goodwill impairment charge related to our Family Dollar reporting unit.

The impairment was a result of business challenges including slower sales growth, higher freight, shrink and store labor costs.

Despite these measures, we have experienced attempted and ongoing cyber-attacks, which are rapidly evolving.

For example, the California Consumer Privacy Act, which became effective on January 1, 2020, and the California Privacy Rights Act of 2020, which will become effective on January 1, 2023, impose responsibilities on us for the handling, disclosure and deletion of personal information for consumers who reside in California.

pertaining to products, seizure of products, and assessing civil or criminal sanctions or penalties.

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 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.

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.

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.

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.

On March 10, 2022, a proposed class action complaint was filed in the U.S. District Court for the Eastern District of Arkansas, Delta Division, 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 Arkansas, Louisiana, Mississippi, Alabama, 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 10, 2022, a proposed class action complaint was filed in the U.S. District Court for the Western District of Tennessee, Memphis Division, 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, violation of the Tennessee Consumer Protection Act, and unjust enrichment.

This section of Form 10-K generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] events and results and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are not included in this Form 10-K can be [added: 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 January 29, 2022.]

Financial Statements and Supplementary [removed: Data](#i16ebb68f4bd84ff99a771b20ec27c3fc_49)”] [added: Data](#i4bbf6e4969af4377887a2e2264bed1bd_49)”] of this Form 10-K.

Our initiatives, as well as other recent developments that have had or are expected to have [removed: a significant effect] [added: an impact] on our [added: business or results of] operations are listed below:

◦In September 2021, we announced our new $1.25 price point initiative and [removed: as] [added: we completed the rollout] of [removed: January 29,] [added: this initiative to all Dollar Tree stores during the first quarter of fiscal] 2022, [removed: we increased] [added: increasing] the price point on a majority of our $1 merchandise to [removed: $1.25 in more than 5,800 legacy Dollar Tree stores.][added: $1.25.]

[removed: We completed the] [added: The] rollout of this initiative [removed: to all Dollar Tree stores] [added: was completed] during the first quarter of fiscal 2022.

[removed: We plan to invest] [added: During fiscal 2022, we began investing] in new products and [removed: modify] [added: modifying] existing products to provide greater value for our customers and increase customer traffic and store productivity.

[removed: ◦After a successful launch of the Instacart platform in the Family Dollar segment, we] [added: ◦We] began testing the [added: Instacart] online [removed: service] delivery [added: service] at Dollar Tree stores in the third quarter of fiscal [added: 2021 and began rolling it out in the fourth quarter of fiscal] 2021.

As of January [removed: 29, 2022,] [added: 28, 2023,] the Instacart platform covers [removed: nearly 7,000] [added: more than 7,800] Dollar Tree stores.

◦In fiscal [removed: 2021,] [added: 2022,] 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 [removed: 29, 2022,] [added: 28, 2023,] we have approximately [removed: 660] [added: 2,500] Dollar Tree *Plus* stores.

We plan to accelerate the implementation of the Dollar Tree *Plus* initiative in fiscal [removed: 2022] [added: 2023] by adding the concept to an additional [removed: 1,500] [added: 1,800, or more,] stores.

◦The [removed: roll-out] [added: rollout] of our Crafter’s Square initiative to all of our Dollar Tree stores was completed during fiscal 2020.

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

[removed: In addition, we] [added: ◦We] added adult beverage to [removed: 275] [added: approximately 570] stores in fiscal [removed: 2021.][added: 2022.]

We believe the addition of adult beverage to our assortment [removed: will drive] [added: drives] traffic to our stores.

◦After a successful pilot program in 2020, [removed: in February 2021,] we entered into a partnership with [removed: Instacart,] [added: Instacart in February 2021,] which covers more than [removed: 6,000] [added: 7,500] Family Dollar stores across the United States as of January [removed: 29, 2022.][added: 28, 2023.]

◦On February 11, 2022, the [removed: FDA] [added: Food and Drug Administration] issued Form 483 observations primarily regarding rodent infestation at [removed: DC 202,] [added: our West Memphis, Arkansas distribution center (“DC 202”),] as well as other items that require remediation.

[removed: ▪Freight] [added: ◦Freight] Costs: We [removed: are experiencing] [added: experienced] significantly higher international and domestic freight costs as a result of disruptions in the global supply [removed: chain.][added: chain during the second half of fiscal 2021 and into the first half of fiscal 2022.]

We are a large importer of merchandise from Asia and [added: rely heavily on domestic freight to transport goods to our distribution centers and stores, which makes us] particularly sensitive to freight costs.

[removed: In addition,] [added: Domestically,] diesel fuel prices [removed: are expected to be significantly] [added: were] higher in fiscal 2022 [added: than in the prior year] and may increase further [added: in fiscal 2023] because of international tensions.

[removed: ▪We] [added: ◦During the fourth quarter of 2021, we] completed the registered offering of $800.0 million of 2.65% Senior Notes due 2031 and $400.0 million of 3.375% Senior Notes due 2051 and used the proceeds of the offering to redeem the $1.0 billion 2023 Notes, which resulted in our incurring a $43.8 million prepayment penalty and we accelerated the expensing of $2.7 million of deferred financing and original issue discount costs associated with the 2023 Notes;

[removed: ▪We] [added: ◦During the fourth quarter of 2021, we] entered into a credit agreement for a $1.5 billion revolving credit facility, which replaced our then-existing $1.25 billion revolving credit facility.

For additional information regarding the risks related to our business and operations, including risks relating to the implementation of our [removed: Dollar Tree and Family Dollar] initiatives, see “[Item 1A.

Risk [removed: Factors](#i16ebb68f4bd84ff99a771b20ec27c3fc_19).”][added: Factors](#i4bbf6e4969af4377887a2e2264bed1bd_19).”]

We are a leading operator of more than [removed: 16,000] [added: 16,300] retail discount stores and we conduct our operations in two reporting segments.

[added: 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: 29, 2022,] [added: 28, 2023,] 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 [removed: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021] [added: 29, 2022] is as follows:

| | | | [removed: January 29, 2022] | | | [removed: | | |] [added: January 28,] | | | | | | [added: January 29,] | | | | | | January 30, [removed: 2021] | | | | | | [removed: | | | | | |] [added: Fiscal 2022 vs. Fiscal 2021] | | |

| Beginning | | | [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] | | |

| New stores | | | [removed: 311] [added: 131] | | | | | | [removed: 225] [added: 333] | | | | | | [removed: 536] [added: 464] | | | | | | [removed: 341] [added: 311] | | | | | | [removed: 156] [added: 225] | | | | | | [removed: 497] [added: 536] | | |

| Re-bannered stores | | | [removed: 1] [added: (5)] | | | | | | [removed: (1)] [added: 9] | | | | | | [removed: —] [added: 4] | | | | | | [removed: (4)] [added: 1] | | | | | | [removed: 5] [added: (1)] | | | | | | [removed: 1] [added: —] | | |

| Closings | | | [removed: (56)] [added: (53)] | | | | | | [removed: (88)] [added: (152)] | | | | | | [removed: (144)] [added: (205)] | | | | | | [removed: (37)] [added: (56)] | | | | | | [removed: (64)] [added: (88)] | | | | | | [removed: (101)] [added: (144)] | | |

| Ending | | | [removed: 8,061] [added: 8,134] | | | | | | [removed: 8,016] [added: 8,206] | | | | | | [removed: 16,077] [added: 16,340] | | | | | | [removed: 7,805] [added: 8,061] | | | | | | [removed: 7,880] [added: 8,016] | | | | | | [removed: 15,685] [added: 16,077] | | |

| Relocations | | | [removed: 56] [added: 28] | | | | | | [removed: 68] [added: 92] | | | | | | [removed: 124] [added: 120] | | | | | | [removed: 49] [added: 56] | | | | | | [removed: 39] [added: 68] | | | | | | [removed: 88] [added: 124] | | |

| Beginning | | | [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] | | |

| New stores | | | [removed: 2.7] [added: 1.1] | | | | | | [removed: 2.0] [added: 3.1] | | | | | | [removed: 4.7] [added: 4.2] | | | | | | [removed: 3.1] [added: 2.7] | | | | | | [removed: 1.3] [added: 2.0] | | | | | | [removed: 4.4] [added: 4.7] | | |

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

| Closings | | | [removed: (0.5)] [added: (0.4)] | | | | | | [removed: (0.6)] [added: (1.1)] | | | | | | [removed: (1.1)] [added: (1.5)] | | | | | | [removed: (0.3)] [added: (0.5)] | | | | | | [removed: (0.5)] [added: (0.6)] | | | | | | [removed: (0.8)] [added: (1.1)] | | |

While our gross margin was higher in the fourth quarter of fiscal 2022 compared with the fourth quarter of fiscal 2021, because of the investments in new products, the increase was not as high as it was in the first three quarters of fiscal 2022 and we expect Dollar Tree’s gross margin to be lower in the first half of fiscal 2023.

In addition, beginning in fiscal 2022, we added $3, $4 and $5 frozen and refrigerated product to 3,500 stores.

◦In fiscal 2022, we continued to implement our H2 initiative.

As of January 28, 2023, we have approximately 4,360 H2 stores.

As of January 28, 2023, we operated approximately 810 Combo Stores.

As of January 28, 2023, there were more than 3,300 stores selling adult beverage products.

During the first quarter of fiscal 2022, approximately 400 stores serviced by DC 202 were temporarily closed in connection with a retail-level product recall.

We incurred approximately $65.0 million in costs related to the product recall, remediation efforts and asset impairment during fiscal 2022.

Remediation-related costs included merchandise disposal costs, payroll and legal costs.

- Strategic Investments

Building on our current initiatives, we are currently developing plans to make additional multi-year strategic investments across both banners to further position the company for long-term sustained growth.

We anticipate that these investments will relate to four key areas of our business: our associates, our distribution center network and supply chain, our product pricing and value proposition, and our technology infrastructure.

Within these areas, the focus of these investments is expected to be on associate wages, improved store execution, enhanced safety and working conditions, increased supply chain efficiencies, competitive pricing at Family Dollar, and enhancements to our systems infrastructure.

◦Inventory: During fiscal 2021, we experienced significant disruptions in our supply chain which impacted our ability to ship products from overseas on a timely basis.

During the second and third quarters of fiscal 2022 these challenges subsided; however, as a result of receiving inventory more timely, our inventory levels exceeded the storage capacity of some of our distribution centers.

As a result, we arranged for temporary offsite warehouse storage facilities and incurred detention costs and incremental drayage costs that increased our cost of goods sold.

Due to these trends, in fiscal 2022, import and domestic freight costs were higher compared to fiscal 2021; however, we expect freight costs to be lower in fiscal 2023 compared with fiscal 2022.

Second is the performance of stores once they are open which can be impacted by a number of factors including operational performance, competition, inflation and changes in the product assortment, pricing, or quality.

| | | | January 28, 2023 | | | | | | | | | | | | | | | | | | January 29, 2022 | | | | | | | | | | | | | | |

| Consolidated | | | | | | 5.9 | | % | | | | (2.7) | | % | | | | 8.9 | | % |

| Family Dollar Segment | | | | | | 2.4 | | % | | | | (1.0) | | % | | | | 3.4 | | % |

| Comparable store net sales change | | | | | | 5.9 | | % | | | | 1.1 | | % | | | | 6.0 | | % | | | | | | |

| (dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | |

- Distribution costs decreased 5 basis points due to leverage from the comparable store net sales increase and higher capitalized amounts resulting from increases in inventory levels, partially offset by higher maintenance and compliance costs and higher hourly wages in our distribution centers.

- Markdown costs increased 45 basis points primarily due to higher promotional and clearance markdowns on the Family Dollar segment and higher clearance markdowns resulting from a move to a higher value assortment at the $1.25 price point on the Dollar Tree segment.

| | | | | | | January 28, | | | | | | January 29, | | | | | | January 30, | | | | | | Fiscal 2022 vs. Fiscal 2021 | | |

| (dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | |

- Other selling, general and administrative expenses increased 70 basis points primarily due to long-lived asset impairments related to certain Family Dollar stores and the Family Dollar West Memphis, Arkansas distribution center, higher legal fees, including costs related to the reconstitution of the Board of Directors, unfavorable development of general liability claims and inflationary pressure across several expense categories.

- Store facility costs increased 35 basis points primarily due to an increase in repairs and maintenance expenses as we focus on store conditions for our customers and associates, higher utility costs and costs associated with the removal of product from certain Family Dollar stores in connection with the retail-level product recall.

- Depreciation and amortization expense was unchanged as a percentage of total revenue, as capital expenditures related to store renovations and improvements were offset by leverage from the comparable store net sales increase.

| | | | | | | January 28, | | | | | | January 29, | | | | | | January 30, | | | | | | Fiscal 2022 vs. Fiscal 2021 | | |

| (dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | |

| | | | | | | January 28, | | | | | | January 29, | | | | | | January 30, | | | | | | Fiscal 2022 vs. Fiscal 2021 | | |

| (dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | |

Higher interest income on investments more than offset interest expense on credit facility borrowings in the current year.

| | | | | | | January 28, | | | | | | January 29, | | | | | | January 30, | | | | | | Fiscal 2022 vs. Fiscal 2021 | | |

| (dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | |

The 2022 effective rate increased compared to the prior year rate primarily due to a deferred tax benefit in the prior year related to state entity restructuring as well as higher non-deductible executive compensation and lower Work Opportunity Tax credits as a percentage of pre-tax income in the current year.

| | | | | | | January 28, | | | | | | January 29, | | | | | | January 30, | | | | | | Fiscal 2022 vs. Fiscal 2021 | | |

| (dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | |

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 January 30, 2021.

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

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

For fiscal 2019, this program included rolling out a new model for both new and renovated Family Dollar stores, internally known as H2, re-bannering selected stores to the Dollar Tree brand, closing under-performing stores, and installing adult beverages and expanding freezers and coolers in selected 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.

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.

◦In fiscal 2019, the results of our annual 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 the consolidation of the store support center in Matthews, North Carolina to our Summit Pointe development in Chesapeake, Virginia.

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*.”

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

◦In the third quarter of 2020, we opened a new 1.2 million square foot distribution center in Rosenberg, Texas and opened the first phase of our new Ocala, Florida distribution center.

◦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.

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.

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

We are working to reduce our freight costs by using chartered vessels, evaluating and securing long-term contracts with our carriers for vessels dedicated in large part to our needs, and adding alternative sources of supply that do not rely on Trans-Pacific shipping.

▪Labor Shortage: We are experiencing a shortage of associates and applicants to fill staffing requirements at our distribution centers due to the current labor shortage affecting businesses.

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

The steps we have taken to address the labor shortage at our distribution centers include hosting national hiring events, paying sign-on bonuses, offering enhanced wages in select competitive markets, which is expected to increase our costs by more than $30.0 million in fiscal 2022, and paying tuition reimbursement.

- Minimum Wage Increases, Wage Investments and Store Labor Shortages

In 2022, the minimum wage has increased in certain States and localities.

In addition, the federal minimum wage may increase depending on the outcome of legislation proposed in Congress.

Minimum wage increases in States and localities and wage investments in certain markets are expected to increase our costs by more than $165.0 million in

2022.

We are also experiencing a shortage of associates and applicants to fill staffing requirements at our stores due to the current labor shortage affecting businesses.

- Build-out and Construction Costs and Delays

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

At January [removed: 29, 2022,] [added: 28, 2023,] there were no borrowings outstanding under the revolving credit facility.

Inflation Risk

The primary inflationary factors impacting our business include changes to the costs of merchandise, transportation (including the cost of diesel fuel), and labor.

If these inflationary pressures become significant, we may not be able to fully offset such higher costs through price increases on the Family Dollar banner or through adjustments to our product assortment, improvements in operational efficiencies or increases in our comparable store net sales on the Dollar Tree banner.

Our inability or failure to do so could harm our business, financial condition and results of operations.

At January [removed: 29, 2022,] [added: 28, 2023,] we operated [removed: 16,077] [added: 16,340] 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.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] [added: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43)”] under the caption “Segment Information” and [Note [removed: 11](#i16ebb68f4bd84ff99a771b20ec27c3fc_106)] [added: 11](#i4bbf6e4969af4377887a2e2264bed1bd_103)] to our consolidated financial statements.

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

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

Our executive management team visits and shops at our stores like every customer, and ideas and individual creativity on the part of our associates are encouraged, particularly from our store managers who [added: best] know their stores and their customers.

We maintain an [removed: open door] [added: open-door] policy for all associates.

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

The Dollar Tree segment includes [removed: 8,061] [added: 8,134] stores operating under the Dollar Tree and Dollar Tree Canada brands, 15 distribution centers in the United States and two in Canada.

During the third quarter of 2021, we announced our new [removed: pricing] [added: $1.25 price point] initiative [added: and we completed the rollout of this initiative] to [removed: increase] [added: all Dollar Tree stores in] the [added: United States during the first quarter of fiscal 2022, increasing the] price point on a majority of our $1.00 merchandise to [removed: a new $1.25 price point across our Dollar Tree stores in the United States.][added: $1.25.]

We continue to [removed: implement] [added: expand] our Dollar Tree *Plus* initiative which provides our customers with extraordinary value in discretionary [added: and consumable] categories priced at the [removed: $3] [added: $3, $4] and $5 price points.

During 2021, we entered into a partnership with Instacart and as of January [removed: 29, 2022,] [added: 28, 2023,] our customers can shop online and receive same-day delivery from [removed: nearly 7,000] [added: more than 7,800] Dollar Tree stores without having to visit a store.

In our Dollar Tree Canada stores, we sell items principally for [removed: $1.25(CAD)] [added: $1.50(CAD)] or less.

Our domestic purchases include basic, home, [removed: closeouts and promotional merchandise.]

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

In addition, direct relationships with manufacturers permit us to select from a broad range of products and customize packaging, product sizes and package quantities that [added: best] meet our customers’ needs.

We carry approximately [removed: 7,000] [added: 8,000] items in our Dollar Tree stores and as of the end of fiscal [removed: 2021] [added: 2022] approximately [removed: 30%] [added: 25%] of our items [removed: are] [added: were] automatically replenished.

- consumable merchandise, which includes everyday consumables such as household paper and chemicals, food, candy, health and personal care products, and in [removed: many] [added: most] stores, frozen and refrigerated food;

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: 11](#i16ebb68f4bd84ff99a771b20ec27c3fc_106)] [added: 11](#i4bbf6e4969af4377887a2e2264bed1bd_103)] to our consolidated financial statements.

In our [removed: 8,016] [added: 8,206] Family Dollar stores, we sell merchandise at prices that generally range from $1.00 to $10.00.

The Family Dollar segment consists of our store operations under the Family Dollar brand and [removed: 11] [added: ten] distribution centers.

The H2 model stores include [removed: approximately 20] Dollar Tree $1.25 merchandise [removed: sections] [added: items] and establish a minimum number of freezer and cooler [removed: doors,] [added: doors] throughout the store.

As of January [removed: 29, 2022,] [added: 28, 2023,] we operated approximately [removed: 3,815] [added: 4,360] H2 stores.

During 2021, we entered into a partnership with Instacart and as of January [removed: 29, 2022,] [added: 28, 2023,] our customers can shop online and receive same-day delivery from more than [removed: 6,000] [added: 7,500] Family Dollar stores without having to visit a store.

We purchase merchandise from a wide [removed: variety] [added: base] of suppliers and generally have not experienced difficulty in obtaining adequate quantities of merchandise.

In fiscal [removed: 2021,] [added: 2022,] we purchased approximately [removed: 14%] [added: 15%] of our merchandise through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers.

We also believe our ability to negotiate with our vendor partners [removed: allows] [added: enables] us to [removed: minimize] [added: manage] the margin impact of economic [removed: pressures such as tariffs.][added: pressures.]

We currently operate [removed: 26] [added: 25] distribution centers in the United States, 15 of which are primarily dedicated to serving our Dollar Tree stores and [removed: 11] [added: ten] distribution centers primarily serve our Family Dollar stores.

[removed: Our St. George, Utah distribution center, which is a legacy Family Dollar facility, services both Dollar Tree and Family Dollar stores and we] [added: We] expect future distribution centers to be built with the capability to service both Dollar Tree and Family Dollar stores.

New distribution sites are strategically located to reduce [removed: stem miles,] [added: the distance between the distribution centers and stores,] maintain flexibility and improve efficiency in our store service areas.

We expect to complete a significant expansion of our Ocala, Florida distribution center in 2024 which will include [removed: more modern] [added: enhanced] automation.

Our Dollar Tree stores receive approximately [removed: 91%] [added: 92%] of their inventory from our distribution centers via contract carriers and our Family Dollar stores receive approximately [removed: 71%] [added: 70%] of their inventory from our distribution centers.

The remaining store inventory, primarily perishable consumable items and other vendor-maintained display items, are delivered directly to our stores from [removed: vendors.][added: vendors or third party distributors.]

Our Family Dollar stores receive approximately [removed: 14%] [added: 15%] of their merchandise from McLane Company, Inc. For more information on our distribution center network, see “[Item 2.

Risk [removed: Factors](#i16ebb68f4bd84ff99a771b20ec27c3fc_19)”] [added: Factors](#i4bbf6e4969af4377887a2e2264bed1bd_19)”] and “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43).”][added: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43).”]

Our competitors include single-price dollar stores, multi-price dollar stores, mass merchandisers, [removed: on-line] [added: online] retailers, discount retailers, drug stores, convenience stores, independently-operated discount stores, grocery stores and a wide variety of other retailers.

[removed: In fiscal 2021,] [added: Historically,] compliance with these laws and regulations did not have a material effect on our capital expenditures, earnings or competitive [removed: position.][added: position; however, in fiscal 2022, we closed our West Memphis, Arkansas distribution center (“DC 202”) following observations of rodent infestation at the facility as well as other items that required remediation.]

- [removed: *Compensation] [added: *Compensation, benefits] and [removed: benefits.*] [added: well-being.*] 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 [added: certain] hourly-paid positions.

[removed: Full-time] [added: Eligible] associates can participate in our Retirement Savings Plan, which provides a dollar for dollar match on the first 5% of employee contributions and all associates can participate in our Employee Stock Purchase Plan.

All full-time and part-time associates are eligible for competitive health and welfare benefits, including medical, [removed: dental, vision, disability, life insurance] [added: dental] and [removed: other benefits.][added: vision.]

During fiscal 2022, we began investing in new products and modifying existing products to provide greater value for our customers and increase customer traffic and store productivity.

Merchandise imported directly typically accounts for approximately 41%-43% of our total retail value purchases, with the remaining merchandise purchased domestically.

closeouts and promotional merchandise.

As of January 28, 2023, we operated approximately 810 Combo Stores.

In addition, merchandise imported directly typically accounts for approximately 15%-17% of our total retail value purchases.

For information regarding the amounts and percentages of our net sales contributed by the above merchandise categories for the last three fiscal years, please refer to [Note 11](#i4bbf6e4969af4377887a2e2264bed1bd_103) to our consolidated financial statements.

Properties](#i4bbf6e4969af4377887a2e2264bed1bd_25).”

During the first quarter of fiscal 2022, approximately 400 stores serviced by DC 202 were temporarily closed in connection with a retail-level product recall.

We incurred costs related to the product recall, remediation efforts and asset impairment during fiscal 2022.

Remediation-related costs included merchandise disposal costs, payroll and legal costs as well as incremental freight costs resulting from stores being serviced by distribution centers which are farther away.

Associates may be eligible for other benefits including disability and life insurance as well as primary caregiver and parental leave.

We have a program that provides financial support to associates recovering from natural disasters and personal hardships as well as a scholarship program for associates with children pursuing higher education.

The DEI Executive Council provides strategic and tactical leadership support to our Chief Diversity Officer (CDO) on all matters related to DEI.

In addition, we provide associate training on DEI topics and have formed a number of associate resource groups.

Our objective is to build a platform to encourage professional development, support community outreach, cultivate mentoring, attract diverse talent and promote cross-functional teamwork for all employees.

- *Communication and Engagement.* We believe that our associates are the most critical part of our business, and supporting an engaging culture where people can do their best work is a top priority for our leaders.

Over the last year we have added new channels to foster two-way dialogue and ensure we are listening to our associates and taking action on their feedback.

A recent culture assessment helped identify areas of focus and prepare the organization for a robust employee engagement survey process to close the gap between our current culture and the culture we aspire to have.

| Full-time Associates | | | | | | 29,669 | | | | | | 32,602 | | | | | | 2,754 | | | | | | 65,025 | | |

| Part-time Associates | | | | | | 95,473 | | | | | | 47,043 | | | | | | 7 | | | | | | 142,523 | | |

| Total | | | | | | 125,142 | | | | | | 79,645 | | | | | | 2,761 | | | | | | 207,548 | | |

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on our website at www.dollartree.com as soon as reasonably practicable after electronic filing of such reports with the Securities and Exchange Commission (“SEC”).

Our disclosure committee meets at least quarterly and monitors our internal controls over financial reporting to ensure that our public filings contain discussions about the potential risks our business faces.

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

Additionally, we have complied with the listing requirements for the Nasdaq Global Select Market.

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 buy approximately 57% to 59% of our merchandise domestically and import the remaining 41% to 43%.

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

In addition, approximately 16% of our merchandise is imported directly.

Properties](#i16ebb68f4bd84ff99a771b20ec27c3fc_25).”

- *Health, wellness and family 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.

We offer primary caregiver and parental leave to support our associates while they are starting or growing their families and we have a program that provides financial support to associates recovering from natural disasters and personal hardships.

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

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

Our associates also receive personalized coaching and advisement on degree programs that meet their needs.

We monitor associate turnover as we know our success depends on retaining and engaging talent in all areas of the business.

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.

During 2020, we provided personal protective equipment including masks, gloves and sanitizers for our store and distribution center associates, installed plexiglass sneeze guards at all store registers and

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

We provided wage premiums for store and distribution center hourly associates, provided minimum guaranteed sales bonuses for store managers and pay continuation for associates who tested positive for COVID-19.

- *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 | | |

Risk [removed: Factors](#i16ebb68f4bd84ff99a771b20ec27c3fc_19)”:] [added: Factors](#i4bbf6e4969af4377887a2e2264bed1bd_19)”:] “*We may stop selling or recall certain products for safety-related [added: or other] issues”* on page [removed: 13] [added: 12] and “*Litigation, arbitration and government proceedings may adversely affect our business, financial condition and/or results of operations”* on page [removed: 18.][added: 17.]

For information regarding legal proceedings in which we are involved, please see [Note](#i4bbf6e4969af4377887a2e2264bed1bd_82) [4](#i4bbf6e4969af4377887a2e2264bed1bd_82) to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, under the caption “Contingencies.” For a further description of certain of these matters and their impact, see “[Item 1A.

From time to time, we are defendants in ordinary, routine litigation or proceedings incidental to our business, including allegations regarding:

- employment-related matters;

- infringement of intellectual property rights;

- personal injury/wrongful death claims;

- real estate matters;

- environmental and safety issues; and

- product safety matters, which may include regulatory matters.

In addition, we are currently defendants in national and state proceedings and responding to the regulatory matters described in [Note 4](#i16ebb68f4bd84ff99a771b20ec27c3fc_85) to our consolidated financial statements under the caption “Contingencies.” 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.

Such description is incorporated by reference herein.

We will vigorously defend ourselves in these matters.

We do not believe that any of these matters will, individually or in the aggregate, have a material effect on our business or financial condition.

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

Based on the information available, including the amount of time remaining before trial, the results of discovery and the judgment of internal and external counsel, we may be unable to express an opinion as to the outcome of those matters which are not close to being resolved and may be unable to estimate a loss or potential range of loss.

For the fiscal year ended January [removed: 29, 2022][added: 28, 2023]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant on July [removed: 30, 2021,] [added: 29, 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $22,404,353,447,] [added: $35,108,117,366,] based upon the closing sale price for the registrant’s common stock on such date.

On March [removed: 7, 2022,] [added: 3, 2023,] there were [removed: 225,110,329] [added: 221,227,564] 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 [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January [removed: 29, 2022.][added: 28, 2023.]

FOR THE FISCAL YEAR ENDED JANUARY [removed: 29, 2022][added: 28, 2023]

| Item 1. | | | [removed: [Business](#i16ebb68f4bd84ff99a771b20ec27c3fc_16)] [added: [Business](#i4bbf6e4969af4377887a2e2264bed1bd_16)] | | | [removed: [7](#i16ebb68f4bd84ff99a771b20ec27c3fc_16)] [added: [6](#i4bbf6e4969af4377887a2e2264bed1bd_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i16ebb68f4bd84ff99a771b20ec27c3fc_19)] [added: Factors](#i4bbf6e4969af4377887a2e2264bed1bd_19)] | | | [removed: [11](#i16ebb68f4bd84ff99a771b20ec27c3fc_19)] [added: [10](#i4bbf6e4969af4377887a2e2264bed1bd_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i16ebb68f4bd84ff99a771b20ec27c3fc_22)] [added: Comments](#i4bbf6e4969af4377887a2e2264bed1bd_22)] | | | [removed: [22](#i16ebb68f4bd84ff99a771b20ec27c3fc_22)] [added: [21](#i4bbf6e4969af4377887a2e2264bed1bd_22)] | | |

| Item 2. | | | [removed: [Properties](#i16ebb68f4bd84ff99a771b20ec27c3fc_25)] [added: [Properties](#i4bbf6e4969af4377887a2e2264bed1bd_25)] | | | [removed: [23](#i16ebb68f4bd84ff99a771b20ec27c3fc_25)] [added: [21](#i4bbf6e4969af4377887a2e2264bed1bd_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i16ebb68f4bd84ff99a771b20ec27c3fc_28)] [added: Proceedings](#i4bbf6e4969af4377887a2e2264bed1bd_28)] | | | [removed: [23](#i16ebb68f4bd84ff99a771b20ec27c3fc_28)] [added: [22](#i4bbf6e4969af4377887a2e2264bed1bd_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i16ebb68f4bd84ff99a771b20ec27c3fc_31)] [added: Disclosures](#i4bbf6e4969af4377887a2e2264bed1bd_31)] | | | [removed: [24](#i16ebb68f4bd84ff99a771b20ec27c3fc_31)] [added: [22](#i4bbf6e4969af4377887a2e2264bed1bd_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i16ebb68f4bd84ff99a771b20ec27c3fc_37)] [added: Securities](#i4bbf6e4969af4377887a2e2264bed1bd_37)] | | | [removed: [25](#i16ebb68f4bd84ff99a771b20ec27c3fc_37)] [added: [23](#i4bbf6e4969af4377887a2e2264bed1bd_37)] | | |

| Item 6. | | | [removed: [Reserved](#i16ebb68f4bd84ff99a771b20ec27c3fc_40)] [added: [Reserved](#i4bbf6e4969af4377887a2e2264bed1bd_40)] | | | [removed: [26](#i16ebb68f4bd84ff99a771b20ec27c3fc_40)] [added: [24](#i4bbf6e4969af4377887a2e2264bed1bd_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)] [added: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43)] | | | [removed: [26](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)] [added: [25](#i4bbf6e4969af4377887a2e2264bed1bd_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i16ebb68f4bd84ff99a771b20ec27c3fc_46)] [added: Risk](#i4bbf6e4969af4377887a2e2264bed1bd_46)] | | | [removed: [38](#i16ebb68f4bd84ff99a771b20ec27c3fc_46)] [added: [35](#i4bbf6e4969af4377887a2e2264bed1bd_46)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i16ebb68f4bd84ff99a771b20ec27c3fc_49)] [added: Data](#i4bbf6e4969af4377887a2e2264bed1bd_49)] | | | [removed: [39](#i16ebb68f4bd84ff99a771b20ec27c3fc_49)] [added: [36](#i4bbf6e4969af4377887a2e2264bed1bd_49)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i16ebb68f4bd84ff99a771b20ec27c3fc_112)] [added: Disclosure](#i4bbf6e4969af4377887a2e2264bed1bd_106)] | | | [removed: [67](#i16ebb68f4bd84ff99a771b20ec27c3fc_112)] [added: [63](#i4bbf6e4969af4377887a2e2264bed1bd_106)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i16ebb68f4bd84ff99a771b20ec27c3fc_115)] [added: Procedures](#i4bbf6e4969af4377887a2e2264bed1bd_109)] | | | [removed: [67](#i16ebb68f4bd84ff99a771b20ec27c3fc_115)] [added: [63](#i4bbf6e4969af4377887a2e2264bed1bd_109)] | | |

| Item 9B. | | | [Other [removed: Information](#i16ebb68f4bd84ff99a771b20ec27c3fc_118)] [added: Information](#i4bbf6e4969af4377887a2e2264bed1bd_112)] | | | [removed: [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_118)] [added: [65](#i4bbf6e4969af4377887a2e2264bed1bd_112)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i16ebb68f4bd84ff99a771b20ec27c3fc_1265)] [added: Inspections](#i4bbf6e4969af4377887a2e2264bed1bd_115)] | | | [removed: [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_1265)] [added: [65](#i4bbf6e4969af4377887a2e2264bed1bd_115)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i16ebb68f4bd84ff99a771b20ec27c3fc_124)] [added: Governance](#i4bbf6e4969af4377887a2e2264bed1bd_121)] | | | [removed: [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_124)] [added: [65](#i4bbf6e4969af4377887a2e2264bed1bd_121)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i16ebb68f4bd84ff99a771b20ec27c3fc_127)] [added: Compensation](#i4bbf6e4969af4377887a2e2264bed1bd_124)] | | | [removed: [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_127)] [added: [65](#i4bbf6e4969af4377887a2e2264bed1bd_124)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i16ebb68f4bd84ff99a771b20ec27c3fc_130)] [added: Matters](#i4bbf6e4969af4377887a2e2264bed1bd_127)] | | | [removed: [69](#i16ebb68f4bd84ff99a771b20ec27c3fc_130)] [added: [65](#i4bbf6e4969af4377887a2e2264bed1bd_127)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i16ebb68f4bd84ff99a771b20ec27c3fc_133)] [added: Independence](#i4bbf6e4969af4377887a2e2264bed1bd_130)] | | | [removed: [70](#i16ebb68f4bd84ff99a771b20ec27c3fc_133)] [added: [66](#i4bbf6e4969af4377887a2e2264bed1bd_130)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i16ebb68f4bd84ff99a771b20ec27c3fc_136)] [added: Services](#i4bbf6e4969af4377887a2e2264bed1bd_133)] | | | [removed: [70](#i16ebb68f4bd84ff99a771b20ec27c3fc_136)] [added: [66](#i4bbf6e4969af4377887a2e2264bed1bd_133)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i16ebb68f4bd84ff99a771b20ec27c3fc_142)] [added: Schedules](#i4bbf6e4969af4377887a2e2264bed1bd_139)] | | | [removed: [70](#i16ebb68f4bd84ff99a771b20ec27c3fc_142)] [added: [66](#i4bbf6e4969af4377887a2e2264bed1bd_139)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i16ebb68f4bd84ff99a771b20ec27c3fc_145)] [added: Summary](#i4bbf6e4969af4377887a2e2264bed1bd_142)] | | | [removed: [72](#i16ebb68f4bd84ff99a771b20ec27c3fc_145)] [added: [69](#i4bbf6e4969af4377887a2e2264bed1bd_142)] | | |

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

- The uncertainty of the impact of the COVID-19 pandemic [removed: and public health measures] on our business and results of operations, including uncertainties surrounding [removed: shipping delays and other] disruptions in our supply chain or sources of [removed: supply, the physical and financial health of our customers, and the effectiveness and duration of government assistance programs to individuals, households and businesses to support consumer spending;][added: supply;]

- Our expectations regarding [removed: higher oceanic shipping] [added: import] and domestic freight [added: costs] and fuel [removed: costs, and our plans to manage these cost increases;][added: costs in 2023;]

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

- Our plans to renovate existing Family Dollar stores and build new stores in the H2 store format, [removed: including an increase in the number of stores with freezers] and [removed: coolers and] the [removed: roll-out of adult beverages, 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 *Plus* and our [removed: Combination] [added: Combo] Store format;

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

- The reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from [removed: China and domestic goods which are in higher demand as a result of the COVID-19 pandemic;][added: China;]

- The average size and [removed: productivity] [added: suitability] of our [removed: stores, including those] [added: retail stores] to be added in [removed: 2022 and beyond;][added: 2023;]

- Our cash needs, including our ability to fund our future capital expenditures, working capital requirements and repurchases of common stock under our repurchase program, and our [removed: ability to service our debt obligations, including our expected annual] [added: expectations regarding potential increases in] interest [removed: expense;][added: rates and the effect on our revolving credit facility;]

- Our expectations regarding the construction of new distribution [removed: centers] [added: centers, the expansion of existing distribution centers,] and the capabilities of our distribution center network;

- Our expectations regarding higher commodity and other costs associated with the build-out of new stores and the renovation of existing stores, [added: limitations on the availability of certain fixtures] and [added: equipment, and] construction, permitting and inspection delays related to new store openings;

| [Signatures](#i4bbf6e4969af4377887a2e2264bed1bd_145) | | | | | | [70](#i4bbf6e4969af4377887a2e2264bed1bd_145) | | |

- Our plans and expectations regarding our current initiatives and future strategic investments and the uncertainty with respect to the amount, timing and impact of those initiatives and investments on our business and results of operations;

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

- 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.

- 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;

- The effect of changes in labor laws, and the effect of the Fair Labor Standards Act as it relates to the qualification of our managers for exempt status, minimum wage and health care law;

- Our seasonal sales patterns and customer demand including those relating to the important holiday selling seasons and party merchandise;

- Our assessment of the impact on us of certain actions by activist shareholders and our potential responses to these actions;

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

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on our website

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

As of January [removed: 29, 2022,] [added: 28, 2023,] we operated [removed: 15,840] [added: 16,096] stores across the contiguous United States and the District of Columbia and operated [removed: 237] [added: 244] stores within five Canadian provinces.

The Dollar Tree segment includes [removed: 8,061] [added: 8,134] 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: 8,016] [added: 8,206] 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: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021,] [added: 29, 2022,] see “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] [added: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43)”] under the caption “Overview.”

As of January [removed: 29, 2022,] [added: 28, 2023,] we operated [removed: 26] [added: 25] distribution centers occupying a total of [removed: 24.0] [added: 23.2] million square feet, 15 of which are primarily dedicated to serving our Dollar Tree stores and [removed: 11] [added: ten] distribution centers primarily serve our Family Dollar stores.

[removed: Our St. George, Utah distribution center services both Family Dollar and Dollar Tree stores and we] [added: We] expect future distribution centers to be built with the capability to service both Dollar Tree and Family Dollar stores.

Except for 0.4 million square feet of our distribution center in San Bernardino, [removed: California,] [added: California and short-term leases for offsite facilities,] all of our distribution center capacity is owned.

With the exception of [removed: four] [added: three] of our facilities, each of our distribution centers in the United States also contains automated conveyor and sorting systems.

Our store support center in Chesapeake, Virginia is located in an approximately 0.5 million square foot office tower that we [removed: own in the Summit Pointe development.][added: own.]

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

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i16ebb68f4bd84ff99a771b20ec27c3fc_43)”] [added: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43)”] under the caption “Funding Requirements.”

We believe our distribution center network is currently capable of supporting approximately $35.3 billion in annual sales in the United States.

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

Our common stock is traded on The Nasdaq Global Select Market® under the symbol “DLTR.” As of March [removed: 7, 2022,] [added: 3, 2023,] we had [removed: 2,191] [added: 2,125] shareholders of record.

During fiscal [removed: 2021, 2020] [added: 2022, fiscal 2021] and [removed: 2019,] [added: fiscal 2020,] we repurchased [removed: 9,156,898, 3,982,478] [added: 4,613,696, 9,156,898] and [removed: 1,967,355] [added: 3,982,478] shares of common stock, respectively, on the open market at a total cost of [removed: $950.0] [added: $647.5] million, [removed: $400.0] [added: $950.0] million and [removed: $200.0] [added: $400.0] million, respectively.

The fiscal [removed: 2021] [added: 2022] share repurchases occurred prior to the fourth quarter.

As of January [removed: 29, 2022,] [added: 28, 2023,] we had [removed: $2.5] [added: $1.85] billion remaining under [added: our] 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: 29, 2022,] [added: 28, 2023,] compared with the cumulative total returns of the S&P 500 Index and the S&P [added: 500] Retailing Index.

The comparison assumes that $100 was invested in our common stock on [removed: January 28, 2017,] [added: February 3, 2018,] and, in each of the foregoing indices on [removed: January 28, 2017,] [added: February 3, 2018,] and that dividends were reinvested.

[removed: ][added: ]

| | | | [removed: January 28, 2017 | | |] February 3, 2018 | | | February 2, 2019 | | | February 1, 2020 | | | January 30, 2021 | | | January 29, 2022 | | | [added: January 28, 2023 | | |]

| Dollar Tree, Inc. | | | $ | 100.00 | | $ | 88.84 | | $ | 80.01 | | $ | 93.41 | | $ | 118.06 | | $ | 138.17 | |

| S&P 500 Index | | | 100.00 | | | 97.69 | | | 118.87 | | | 139.37 | | | 171.83 | | | 157.71 | | |

| S&P 500 Retailing Index | | | 100.00 | | | 108.42 | | | 127.45 | | | 180.19 | | | 195.77 | | | 160.10 | | |

| 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 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i16ebb68f4bd84ff99a771b20ec27c3fc_52)] [added: Firm](#i4bbf6e4969af4377887a2e2264bed1bd_52)] (PCAOB ID: 185) | | | [removed: [40](#i16ebb68f4bd84ff99a771b20ec27c3fc_52)] [added: [37](#i4bbf6e4969af4377887a2e2264bed1bd_52)] | | |

| [Consolidated Income [removed: Statements](#i16ebb68f4bd84ff99a771b20ec27c3fc_55)] [added: Statements](#i4bbf6e4969af4377887a2e2264bed1bd_55)] | | | [removed: [42](#i16ebb68f4bd84ff99a771b20ec27c3fc_55)] [added: [39](#i4bbf6e4969af4377887a2e2264bed1bd_55)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i16ebb68f4bd84ff99a771b20ec27c3fc_58)] [added: Income](#i4bbf6e4969af4377887a2e2264bed1bd_58)] | | | [removed: [43](#i16ebb68f4bd84ff99a771b20ec27c3fc_58)] [added: [40](#i4bbf6e4969af4377887a2e2264bed1bd_58)] | | |

| [Consolidated Balance [removed: Sheets](#i16ebb68f4bd84ff99a771b20ec27c3fc_61)] [added: Sheets](#i4bbf6e4969af4377887a2e2264bed1bd_61)] | | | [removed: [44](#i16ebb68f4bd84ff99a771b20ec27c3fc_61)] [added: [41](#i4bbf6e4969af4377887a2e2264bed1bd_61)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i16ebb68f4bd84ff99a771b20ec27c3fc_64)] [added: Equity](#i4bbf6e4969af4377887a2e2264bed1bd_64)] | | | [removed: [45](#i16ebb68f4bd84ff99a771b20ec27c3fc_64)] [added: [42](#i4bbf6e4969af4377887a2e2264bed1bd_64)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i16ebb68f4bd84ff99a771b20ec27c3fc_67)] [added: Flows](#i4bbf6e4969af4377887a2e2264bed1bd_67)] | | | [removed: [46](#i16ebb68f4bd84ff99a771b20ec27c3fc_67)] [added: [43](#i4bbf6e4969af4377887a2e2264bed1bd_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i16ebb68f4bd84ff99a771b20ec27c3fc_70)] [added: Statements](#i4bbf6e4969af4377887a2e2264bed1bd_70)] | | | [removed: [47](#i16ebb68f4bd84ff99a771b20ec27c3fc_70)] [added: [44](#i4bbf6e4969af4377887a2e2264bed1bd_70)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#i16ebb68f4bd84ff99a771b20ec27c3fc_73)] [added: Policies](#i4bbf6e4969af4377887a2e2264bed1bd_73)] | | | [removed: [47](#i16ebb68f4bd84ff99a771b20ec27c3fc_73)] [added: [44](#i4bbf6e4969af4377887a2e2264bed1bd_73)] | | |

| [Note 2 - Supplemental Balance Sheet [removed: Information](#i16ebb68f4bd84ff99a771b20ec27c3fc_76)] [added: Information](#i4bbf6e4969af4377887a2e2264bed1bd_76)] | | | [removed: [51](#i16ebb68f4bd84ff99a771b20ec27c3fc_76)] [added: [48](#i4bbf6e4969af4377887a2e2264bed1bd_76)] | | |

| [Note 3 - Income [removed: Taxes](#i16ebb68f4bd84ff99a771b20ec27c3fc_82)] [added: Taxes](#i4bbf6e4969af4377887a2e2264bed1bd_79)] | | | [removed: [52](#i16ebb68f4bd84ff99a771b20ec27c3fc_82)] [added: [49](#i4bbf6e4969af4377887a2e2264bed1bd_79)] | | |

| [Note 4 - Commitments and [removed: Contingencies](#i16ebb68f4bd84ff99a771b20ec27c3fc_85)] [added: Contingencies](#i4bbf6e4969af4377887a2e2264bed1bd_82)] | | | [removed: [54](#i16ebb68f4bd84ff99a771b20ec27c3fc_85)] [added: [51](#i4bbf6e4969af4377887a2e2264bed1bd_82)] | | |

| [Note 5 - Long-Term [removed: Debt](#i16ebb68f4bd84ff99a771b20ec27c3fc_1292)] [added: Debt](#i4bbf6e4969af4377887a2e2264bed1bd_85)] | | | [removed: [57](#i16ebb68f4bd84ff99a771b20ec27c3fc_1292)] [added: [53](#i4bbf6e4969af4377887a2e2264bed1bd_85)] | | |

| [Note 6 - [removed: Leases](#i16ebb68f4bd84ff99a771b20ec27c3fc_91)] [added: Leases](#i4bbf6e4969af4377887a2e2264bed1bd_88)] | | | [removed: [59](#i16ebb68f4bd84ff99a771b20ec27c3fc_91)] [added: [55](#i4bbf6e4969af4377887a2e2264bed1bd_88)] | | |

| [Note 7 - Fair Value [removed: Measurements](#i16ebb68f4bd84ff99a771b20ec27c3fc_94)] [added: Measurements](#i4bbf6e4969af4377887a2e2264bed1bd_91)] | | | [removed: [60](#i16ebb68f4bd84ff99a771b20ec27c3fc_94)] [added: [56](#i4bbf6e4969af4377887a2e2264bed1bd_91)] | | |

| [Note 8 - Shareholders’ [removed: Equity](#i16ebb68f4bd84ff99a771b20ec27c3fc_97)] [added: Equity](#i4bbf6e4969af4377887a2e2264bed1bd_94)] | | | [removed: [61](#i16ebb68f4bd84ff99a771b20ec27c3fc_97)] [added: [57](#i4bbf6e4969af4377887a2e2264bed1bd_94)] | | |

| [Note 9 - Employee Benefit [removed: Plans](#i16ebb68f4bd84ff99a771b20ec27c3fc_100)] [added: Plans](#i4bbf6e4969af4377887a2e2264bed1bd_97)] | | | [removed: [61](#i16ebb68f4bd84ff99a771b20ec27c3fc_100)] [added: [57](#i4bbf6e4969af4377887a2e2264bed1bd_97)] | | |

| [Note 10 - Stock-Based Compensation [removed: Plans](#i16ebb68f4bd84ff99a771b20ec27c3fc_103)] [added: Plans](#i4bbf6e4969af4377887a2e2264bed1bd_100)] | | | [removed: [62](#i16ebb68f4bd84ff99a771b20ec27c3fc_103)] [added: [58](#i4bbf6e4969af4377887a2e2264bed1bd_100)] | | |

| [Note 11 - Segments and Disaggregated [removed: Revenue](#i16ebb68f4bd84ff99a771b20ec27c3fc_106)] [added: Revenue](#i4bbf6e4969af4377887a2e2264bed1bd_103)] | | | [removed: [64](#i16ebb68f4bd84ff99a771b20ec27c3fc_106)] [added: [60](#i4bbf6e4969af4377887a2e2264bed1bd_103)] | | |

We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. and subsidiaries (the Company) as of January [removed: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021,] [added: 29, 2022,] the related consolidated income statements, [removed: and] statements of comprehensive income, shareholders’ equity, and cash flows for each of the years in the three‑year period ended January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021,] [added: 29, 2022,] and the results of its operations and its cash flows for each of the years in the three‑year period ended January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] 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: 15, 2022] [added: 10, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As of January [removed: 29, 2022,] [added: 28, 2023,] the Company recorded an estimated liability of [removed: $317] [added: $318] million.

| | | | | | | January [removed: 29,] [added: 28,] | | | | | | January [removed: 30,] [added: 29,] | | | | | | [removed: February 1,] [added: January 30,] | | |

| (in millions, except per share data) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | | | | $ | [removed: 26,309.8] [added: 28,318.2] | | | | | $ | [removed: 25,508.4] [added: 26,309.8] | | | | | $ | [removed: 23,610.8] [added: 25,508.4] | |

| Other revenue | | | | | | [removed: 11.4] [added: 13.5] | | | | | | [removed: 0.9] [added: 11.4] | | | | | | [removed: —] [added: 0.9] | | |

| Total revenue | | | | | | [removed: 26,321.2] [added: 28,331.7] | | | | | | [removed: 25,509.3] [added: 26,321.2] | | | | | | [removed: 23,610.8] [added: 25,509.3] | | |

| Cost of sales | | | | | | [removed: 18,583.9] [added: 19,396.3] | | | | | | [removed: 17,721.0] [added: 18,583.9] | | | | | | [removed: 16,570.1] [added: 17,721.0] | | |

| Selling, general and administrative [removed: expenses, excluding Goodwill impairment] [added: expenses] | | | | | | [removed: 5,925.9] [added: 6,699.1] | | | | | | [removed: 5,900.4] [added: 5,925.9] | | | | | | [removed: 5,465.5] [added: 5,900.4] | | |

| Selling, general and administrative expenses | | | | | | [removed: 5,925.9] [added: 23.1] | | | | | | [removed: 5,900.4] [added: 20.6] | | | | | | [removed: 5,778.5] [added: 19.0] | | |

| Operating income | | | | | | [removed: 1,811.4] [added: 2,236.3] | | | | | | [removed: 1,887.9] [added: 1,811.4] | | | | | | [removed: 1,262.2] [added: 1,887.9] | | |

| Interest expense, net | | | | | | [removed: 178.9] [added: 125.3] | | | | | | [removed: 147.3] [added: 178.9] | | | | | | [removed: 162.1] [added: 147.3] | | |

| Other expense, net | | | | | | [removed: 0.3] [added: 0.4] | | | | | | [removed: 0.8] [added: 0.3] | | | | | | [removed: 1.4] [added: 0.8] | | |

| Income before income taxes | | | | | | [removed: 1,632.2] [added: 2,110.6] | | | | | | [removed: 1,739.8] [added: 1,632.2] | | | | | | [removed: 1,098.7] [added: 1,739.8] | | |

| Provision for income taxes | | | | | | [removed: 304.3] [added: 495.2] | | | | | | [removed: 397.9] [added: 304.3] | | | | | | [removed: 271.7] [added: 397.9] | | |

| Net income | | | | | | $ | [removed: 1,327.9] [added: 1,615.4] | | | | | $ | [removed: 1,341.9] [added: 1,327.9] | | | | | $ | [removed: 827.0] [added: 1,341.9] | |

| Basic net income per share | | | | | | $ | [removed: 5.83] [added: 7.24] | | | | | $ | [removed: 5.68] [added: 5.83] | | | | | $ | [removed: 3.49] [added: 5.68] | |

| Diluted net income per share | | | | | | $ | [removed: 5.80] [added: 7.21] | | | | | $ | [removed: 5.65] [added: 5.80] | | | | | $ | [removed: 3.47] [added: 5.65] | |

| (in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Foreign currency translation adjustments | | | | | | [removed: —] [added: (6.0)] | | | | | | [removed: 4.6] [added: —] | | | | | | [removed: (1.5)] [added: 4.6] | | |

March 10, 2023

| Net income | | | | | | $ | 1,615.4 | | | | | $ | 1,327.9 | | | | | $ | 1,341.9 | |

| Repurchase of stock | | | | | | (4.6) | | | | | | — | | | | | | (647.5) | | | | | | — | | | | | | — | | | | | | (647.5) | | |

| Balance at January 28, 2023 | | | | | | 221.2 | | | | | | $ | 2.2 | | | | | $ | 667.5 | | | | | $ | (41.2) | | | | | $ | 8,123.0 | | | | | $ | 8,751.5 | |

| Net income | | | | | | $ | 1,615.4 | | | | | $ | 1,327.9 | | | | | $ | 1,341.9 | |

“2023” or “fiscal 2023” refers to the 53-week fiscal year ending February 3, 2024.

lowering the operating lease expense.

Included in 2022 is $14.0 million for West Memphis distribution center asset impairments.

For both goodwill and nonamortizing intangible assets, we have the option to initially perform a qualitative assessment to determine whether it is more likely than not that an impairment exists.

Alternatively, we may bypass the qualitative assessment in any given year and proceed directly to performing the quantitative impairment test.

Our reporting units are determined in accordance with the provisions of ASC Topic 350, *“Intangibles - Goodwill and Other.”*

| | | | | | | January 28, | | | | | | January 29, | | |

| (in millions) | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | January 28, | | | | | | January 29, | | |

| (in millions) | | | | | | 2023 | | | | | | 2022 | | |

| Other | | | | | | 289.0 | | | | | | 243.2 | | |

| | | | | | | January 28, | | | | | | January 29, | | | | | | January 30, | | |

| (in millions) | | | | | | January 28, 2023 | | | | | | January 29, 2022 | | |

| Inventory | | | | | | (14.8) | | | | | | — | | |

| (in millions) | | | | | | January 28, 2023 | | | | | | January 29, 2022 | | |

| Settlements | | | | | | (0.1) | | | | | | — | | |

We also have commitments totaling $105.4 million related to software agreements that we entered into subsequent to January 28, 2023.

In connection therewith, we initiated a 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

In June 2022, we stopped shipping to stores from DC 202 and have since disposed of all of the inventory that was in the facility.

On November 9, 2022 we received an FDA Warning Letter (“Warning Letter”) in connection with the DC 202 inspection.

The conditions and issues detailed in the Warning Letter are generally the same as those described in the Form 483 observations or were otherwise observed during the inspection.

The Warning Letter acknowledged certain remedial actions we have taken in response to the Form 483 observations, including conducting the recall and decommissioning the facility.

We continue to cooperate with the FDA.

Since February 22, 2022, Family Dollar has been named in 14 putative class action complaints primarily related to issues associated with DC 202 described above.

The lawsuits are proceeding in federal court in Tennessee using the federal court’s multi-district litigation process.

We have filed a motion to dismiss the amended consolidated complaint.

In connection with this matter, we have been investigating the condition of FDA-regulated product shipped from DC 202.

We are cooperating fully with the U.S. Department of Justice investigation, including having produced documents and provided additional information.

As part of this cooperation, we may engage in discussions with the government in an effort to reach a negotiated resolution.

Due to the inherent uncertainties associated with this matter, no assurance can be given as to the timing or outcome of this matter, which could include penalties and company undertakings.

On April 28, 2022, the State of Arkansas filed a complaint in state court alleging violations of the Arkansas Deceptive Trade Practices Act, gross negligence and negligence, strict liability in tort, unjust enrichment and civil conspiracy related to the sale of products that may have been contaminated by virtue of rodent infestation and other unsanitary conditions.

The State of Arkansas is seeking injunctive relief, restitution, disgorgement, damages, civil penalties, punitive damages and suspension or revocation of our authorization to do business in Arkansas.

The plaintiffs seek compensatory, punitive and exemplary damages, damages for loss of consortium, and attorneys’ fees and costs.

Since August 2022, six personal injury cases have been filed in federal court in California, Missouri, North Carolina and Minnesota against Dollar Tree, Family Dollar, or both, on behalf of minors alleging that their mothers took acetaminophen while pregnant, that the acetaminophen interfered with fetal development such that plaintiffs were born with autism and/or ADHD, and that we knew or should have known of the danger, had a duty to warn and failed to include appropriate warnings on the product labels.

The plaintiffs seek compensatory, punitive and/or exemplary damages, restitution and disgorgement, economic damages, and attorneys’ fees and costs.

March 15, 2022

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

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

| Goodwill impairment | | | | | | — | | | | | | — | | | | | | 313.0 | | |

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

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

| Balance at February 2, 2019 | | | | | | 238.1 | | | | | | $ | 2.4 | | | | | $ | 2,602.7 | | | | | $ | (38.3) | | | | | $ | 3,076.1 | | | | | $ | 5,642.9 | |

| Cumulative effect of adopted accounting standards, net | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (65.3) | | | | | | (65.3) | | |

| Exercise of stock options | | | | | | — | | | | | | — | | | | | | 5.8 | | | | | | — | | | | | | — | | | | | | 5.8 | | |

| Repurchase of stock | | | | | | (1.9) | | | | | | — | | | | | | (200.0) | | | | | | — | | | | | | — | | | | | | (200.0) | | |

Certain prior year amounts have been reclassified to conform to the current year presentation.

In the first quarter of fiscal 2019, we adopted Accounting Standards Update (“ASU”) No. 2016-02, “*Leases (Topic 842)”* and subsequent amendments, using the optional effective date transition method provided by accounting pronouncement, ASU No. 2018-11, *“Leases (Topic 842): Targeted Improvements”* and recorded a cumulative effect adjustment to beginning retained earnings.

Adoption of the standard resulted in the recognition of Operating lease right-of-use assets and Operating lease liabilities of $6.2 billion and $6.1 billion, respectively, and a reduction to Retained earnings of $65.3 million, net of tax, as of February 3, 2019.

For fiscal 2019, the adoption of the standard did not have a material impact on our consolidated income statements or consolidated statements of cash flows.

We perform a qualitative assessment to determine whether it is more likely than not that the Family Dollar trade name is impaired.

The 2019 goodwill impairment evaluation indicated 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 the fourth quarter of fiscal 2019, which was recorded as a

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

| Accrued construction costs | | | | | | 68.3 | | | | | | 44.9 | | |

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

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

| Goodwill impairment | | | | | | — | | | | | | — | | | | | | 6.0 | | |

Goodwill Impairment

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.

The impairment charge is not deductible for federal or state tax purposes and therefore there is no tax benefit related to the impairment.

| Inventory | | | | | | — | | | | | | (4.8) | | |

At January 29, 2022, we also have $46.0 million in standby letters of credit that serve as collateral for our large-deductible insurance programs and expire in fiscal 2022.

The Food and Drug Administration (“FDA”) has alleged that we improperly sold certain topically applied, over the counter (“OTC”) products manufactured by certain Chinese factories that were on an import “alert” restriction issued by the FDA.

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.

Actual or threatened California state court lawsuits have been filed against Dollar Tree and Family Dollar for similar employment-related claims brought under the Private Attorney General Act (“PAGA”).

These cases may allege violations such as failure to provide employees with compliant rest and meal breaks, suitable seating and overtime pay, reimburse business expenses, pay minimum wages for all time worked, provide accurate wage statements, and timely pay wages as well as other off-the-clock and potential labor code violations.

In December 2020, a former store manager brought a class action in California state court alleging we failed to reimburse employees for business expenses and in so failing, engaged in unfair competition.

The case has been resolved.

Family Dollar Active Matters

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.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] our internal control over financial reporting is effective.

We have audited Dollar Tree, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] 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: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021,] [added: 29, 2022,] the related consolidated income statements, [removed: and] statements of comprehensive income, shareholders’ equity, and cash flows for each of the years in the three‑year period ended January [removed: 29, 2022,] [added: 28, 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 15, 2022] [added: 10, 2023] expressed an unqualified opinion on those consolidated financial statements.

March 10, 2023

March 15, 2022

On March 8, 2023, the Board of Directors of the Company approved an amendment to Article III, Section 2 of the Company’s Amended and Restated By-Laws to reduce the size of the Board from twelve directors to ten directors, effective immediately prior to the convening of the 2023 annual meeting of shareholders on June 13, 2023.

The above summary does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated By-Laws, effective June 13, 2023, a copy of which is filed as Exhibit 3.3 to this Annual Report on Form 10-K and is incorporated herein by reference.

None.

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: 2022] [added: 2023] Annual Meeting (“Proxy Statement”), under the captions “Director Biographies” and “Executive Officers.”

Information set forth in the Proxy Statement under the [removed: caption] [added: captions] “Compensation [removed: of] [added: Committee Report on] Executive [removed: Officers,”] [added: Compensation,”] “Compensation Discussion and [removed: Analysis” and] [added: Analysis,” “Annual Compensation of Executive Officers,”] “Pay Ratio [removed: Disclosure” with respect to executive compensation,] [added: Disclosure,” and “Director Compensation”] is incorporated herein by reference.

The following table summarizes information regarding shares issuable as of January [removed: 29, 2022,] [added: 28, 2023,] 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 [removed: employees, consultants] [added: employees] 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: 10](#i16ebb68f4bd84ff99a771b20ec27c3fc_103)] [added: 10](#i4bbf6e4969af4377887a2e2264bed1bd_100)] to our consolidated financial statements.

| Plans not approved by security holders2 | | | | | | [removed: —] [added: 2,252,587] | | | | | | [removed: —] [added: $] | [added: 157.17] | | | | | — | | |

(a)Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of January [removed: 29, 2022.][added: 28, 2023.]

(b)Not included in the calculation of weighted-average exercise price are (i) [removed: 1,723,013] [added: 1,192,291] restricted stock units and (ii) [removed: 159,248] [added: 37,273] director deferred shares.

[removed: (c)Amounts represent] [added: (c)The 8,696,011] shares remaining available for future [removed: awards] [added: issuance] under [removed: all of] our equity-based [removed: plans, including] [added: plans approved by security holders includes 5,799,159] shares remaining under our 2021 Omnibus Incentive Plan, [added: 2,507,678 shares remaining under] our 2015 Employee Stock Purchase Plan and [added: 389,174 shares remaining under] our 2013 Director Deferred Compensation Plan.

As of March 17, 2021, the 2011 Omnibus Incentive Plan was no longer available for new grants of [added: 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.]

[removed: 2Does] [added: The amount shown in the table does] not include [removed: 14,158] [added: 13,575] shares to be issued upon the exercise of options with a weighted-average exercise price of $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 | | | | | | 1,240,339 | | | | | | $ | 108.38 | | | | | 8,696,011 | | |

2In connection with our employment of Richard W.

Dreiling as Executive Chairman of the Board in March 2022, Mr. Dreiling was granted a one-time award of options to purchase 2,252,587 shares of Company common stock as an employment inducement grant within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.

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

Out of the 9,463,931 shares remaining available for future issuance, 2,585,772 represent the number of shares remaining available for future issuance under our Employee Stock Purchase Plan as of January 29, 2022.

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.

Reference is made to the Index to the Consolidated Financial Statements set forth under Part II, [Item [removed: 8](#i16ebb68f4bd84ff99a771b20ec27c3fc_49)] [added: 8](#i4bbf6e4969af4377887a2e2264bed1bd_49)] of this Form 10-K.

| 3.1 | | | | | | [Amended [added: and Restated] Articles of Incorporation of Dollar Tree, Inc., effective [removed: June 20, 2013](http://www.sec.gov/Archives/edgar/data/935703/000093570313000033/ex31revisedarticlesofincor.htm)] [added: October 14, 2022](http://www.sec.gov/Archives/edgar/data/935703/000093570322000073/dltr-2022x10x29x10qxex31.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 3.1 | | | | | | [removed: 6/21/2013] [added: 11/22/2022] | | | | | | | | |

| [removed: 3.2.1] [added: 10.15.1] | | | [added: *] | | | [removed: [Amended By-Laws of Dollar] [added: [Dollar] Tree, [removed: Inc., effective June 10, 2021](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit31by-lawsofdollartr.htm)] [added: Inc. 2021 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit101dollartreeinc202.htm)] | | | | | | 8-K | | | | | | [removed: 3.1] [added: 10.1] | | | | | | 6/11/2021 | | | | | | | | |

| [removed: 3.2.2] [added: 3.2] | | | | | | [Amended and Restated By-Laws of Dollar Tree, Inc., effective [removed: March 16, 2022](http://www.sec.gov/Archives/edgar/data/935703/000110465922031501/tm228648d1_ex3-1.htm)] [added: January 30, 2023](http://www.sec.gov/Archives/edgar/data/935703/000093570323000007/ex31amendedandrestatedby-l.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: 3/8/2022] [added: 1/31/2023] | | | | | | | | |

| 4.3 | | | | | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of [removed: 1934](http://www.sec.gov/Archives/edgar/data/935703/000093570320000006/dltr-2020x02x01x10kxex43.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex43.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 4.3] | | | | | | [removed: 3/20/2020] | | | | | | [added: X] | | |

| [removed: 10.1] [added: 10.2.1] | | | * | | | [removed: [Form of Change] [added: [Change] in Control Retention [removed: Agreement, to be executed] [added: Agreement] between Dollar [removed: Tree Stores,] [added: Tree,] Inc. and [removed: the Chief Executive Officer;] [added: Kevin Wampler,] Chief Financial [removed: Officer; Sr. Vice President, Stores; Chief Merchandising Officer; Chief Logistics Officer; Chief People Officer; and Chief Information Officer](http://www.sec.gov/Archives/edgar/data/935703/000093570307000008/ex10_1.htm)] [added: Officer](http://www.sec.gov/Archives/edgar/data/935703/000093570308000087/ex10_1.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | [removed: 3/20/2007] [added: 12/5/2008] | | | | | | | | |

| [removed: 10.2] [added: 10.1] | | | * | | | [removed: [Policy for] [added: [Terms of] director compensation (as described under the caption “Director Compensation”)](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm) | | | | | | DEF 14A | | | | | | N/A | | | | | | [removed: 4/24/2020] [added: 5/18/2022] | | | | | | | | |

| [removed: 10.3.1] [added: 10.2.2] | | | * | | | [removed: [Change] [added: [Amendment to Change] in Control Retention Agreement between Dollar Tree, Inc. and Kevin Wampler, Chief Financial [removed: Officer](http://www.sec.gov/Archives/edgar/data/935703/000093570308000087/ex10_1.htm)] [added: Officer](http://www.sec.gov/Archives/edgar/data/935703/000093570311000048/ex10_1.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | [removed: 12/5/2008] [added: 10/11/2011] | | | | | | | | |

| [removed: 10.3.2] [added: 10.28] | | | * | | | [removed: [Amendment to Change in Control Retention] [added: [Letter] Agreement [added: amending the Executive Agreement] between Dollar Tree, Inc. and Kevin [removed: Wampler, Chief Financial Officer](http://www.sec.gov/Archives/edgar/data/935703/000093570311000048/ex10_1.htm)] [added: Wampler](http://www.sec.gov/Archives/edgar/data/935703/000093570322000073/dltr-2022x10x29x10qxex101.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 10.1 | | | | | | [removed: 10/11/2011] [added: 11/22/2022] | | | | | | | | |

| [removed: 10.4] [added: 10.3] | | | * | | | [Description of Dollar Tree, Inc. Management Incentive Compensation 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 | | | | | | 5/27/2021 | | | | | | | | |

| [removed: 10.5.1] [added: 10.4.1] | | | * | | | [2011 Omnibus Incentive Plan effective as of March 17, 2011](http://www.sec.gov/Archives/edgar/data/935703/000093570311000028/ex10_1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 6/22/2011 | | | | | | | | |

| [removed: 10.5.2] [added: 10.4.2] | | | * | | | [First Amendment to the 2011 Omnibus Incentive Plan dated June 16, 2016](http://www.sec.gov/Archives/edgar/data/935703/000093570316000160/ex101amendmentto2011omnibu.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 9/2/2016 | | | | | | | | |

| [removed: 10.5.3] [added: 10.4.3] | | | * | | | [2011 Omnibus Incentive Plan, as amended and restated effective June 12, 2019](http://www.sec.gov/Archives/edgar/data/935703/000093570319000045/dltr-2019x08x03x10qxex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 8/29/2019 | | | | | | | | |

| [removed: 10.6] [added: 10.5] | | | * | | | [Form of Non-employee Director Option Agreement under the 2011 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570311000028/ex10_4.htm) | | | | | | 8-K | | | | | | 10.4 | | | | | | 6/22/2011 | | | | | | | | |

| [removed: 10.7.1] [added: 10.6.1] | | | * | | | [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: 10.7.2] [added: 10.6.2] | | | * | | | [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: 10.8] [added: 10.7] | | | * | | | [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: 10.9.1] [added: 10.8] | | | * | | | [Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1032.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570320000027/dltr-2020x05x02x10qxex101.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.32] [added: 10.1] | | | | | | [removed: 3/27/2019] [added: 5/28/2020] | | | | | | | | |

| [removed: 10.9.2] [added: 10.9] | | | * | | | [Form of [removed: Long-Term] Performance [removed: Plan Award] [added: Stock Unit] Agreement under the 2011 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570320000027/dltr-2020x05x02x10qxex101.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1033.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | [removed: 10.1] [added: 10.33] | | | | | | [removed: 5/28/2020] [added: 3/27/2019] | | | | | | | | |

| [removed: 10.10] [added: 10.29] | | | * | | | [Form of [removed: Performance] [added: Performance-Based Restricted] Stock Unit Agreement under the [removed: 2011] [added: 2021] Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1033.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex1029.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 10.33] | | | | | | [removed: 3/27/2019] | | | | | | [added: X] | | |

| [removed: 10.13] [added: 10.10] | | | * | | | [Dollar Tree, Inc. 2015 Employee Stock Purchase Plan, effective September 1, 2015](http://www.sec.gov/Archives/edgar/data/935703/000093570315000099/ex40dollartreeinc2015emplo.htm) | | | | | | S-8 | | | | | | 4.0 | | | | | | 10/28/2015 | | | | | | | | |

| [removed: 10.14] [added: 10.11] | | | * | | | [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: 10.15.1] [added: 10.12.1] | | | * | | | [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: 10.15.2] [added: 10.12.2] | | | * | | | [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 | | | | | | | | |

| [removed: 10.16] [added: 10.13] | | | * | | | [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: 10.17] [added: 10.14.1] | | | * | | | [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 | | | | | | | | |

| 10.18 | | | * | | | [removed: [Dollar Tree, Inc.] [added: [Form of Restricted Stock Unit Agreement (Standard) under the] 2021 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit101dollartreeinc202.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit104restrictedstocku.htm)] | | | | | | 8-K | | | | | | [removed: 10.1] [added: 10.4] | | | | | | 6/11/2021 | | | | | | | | |

| [removed: 10.19] [added: 10.16] | | | * | | | [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 | | | | | | | | |

| [removed: 10.20] [added: 10.17] | | | * | | | [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 | | | | | | | | |

| [removed: 10.21] [added: 10.30] | | | * | | | [Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit104restrictedstocku.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex1030.htm)] | | | | | | [removed: 8-K] | | | | | | [removed: 10.4] | | | | | | [removed: 6/11/2021] | | | | | | [added: X] | | |

| [removed: 10.22] [added: 10.19] | | | * | | | [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 | | | | | | | | |

| [removed: 10.23] [added: 10.20] | | | | | | [Credit Agreement, dated as of December 8, 2021, among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as agent and the lenders and other parties thereto](http://www.sec.gov/Archives/edgar/data/935703/000093570321000061/ex101creditagreement.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/9/2021 | | | | | | | | |

| [removed: 10.24] [added: 10.14.2] | | | * | | | [Form of letter agreement amending Executive Agreements for Executive Officers at the level of [removed: Chiefs](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex101formofletteragreement.htm)] [added: Chiefs (EVP)](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex101formofletteragreement.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/7/2022 | | | | | | | | |

| [removed: 10.25] [added: 10.21] | | | * | | | [Addendum to Executive Agreement, by and [removed: between](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex102addendumtoexecutiveag.htm) [Dollar] [added: between Dollar] Tree, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex102addendumtoexecutiveag.htm) [and] [added: Inc. 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 | | | | | | | | |

| [removed: 10.26] [added: 10.22] | | | * | | | [Post-Retirement Benefits Agreement, by and [removed: between](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex103post-retirementbenefi.htm) [Dollar] [added: between Dollar] Tree, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex103post-retirementbenefi.htm) [and] [added: Inc. 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 | | | | | | | | |

| [removed: 10.27] [added: 10.23] | | | * | | | [Form of Indemnification [removed: Agreement](http://www.sec.gov/Archives/edgar/data/935703/000093570322000015/ex101formofindemnification.htm) [](http://www.sec.gov/Archives/edgar/data/935703/000093570322000015/ex101formofindemnification.htm)[for] [added: Agreement for] Directors and Executive Officers](http://www.sec.gov/Archives/edgar/data/935703/000093570322000015/ex101formofindemnification.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/7/2022 | | | | | | | | |

| [removed: 10.28] [added: 10.24] | | | | | | [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 | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/935703/000093570322000020/dltr-2022x01x29x10kxex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/935703/000093570322000020/dltr-2022x01x29x10kxex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex231.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/935703/000093570322000020/dltr-2022x01x29x10kxex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 3.3 | | | | | | [Amended and Restated By-Laws of Dollar Tree, Inc., effective June 13, 2023](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex33.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.12.3 | | | * | | | [Amendment to the Dollar Tree, Inc. 2013 Director Deferred Compensation Plan, effective March 8, 2023](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10123.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.14.3 | | | * | | | [Revised Form of Executive Agreement for Executive Officers at the level of Chiefs (EVP) (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)](http://www.sec.gov/Archives/edgar/data/935703/000093570322000062/dltr-2022x07x30x10qxex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 8/25/2022 | | | | | | | | |

| 10.15.2 | | | * | | | [First Amendment to the Dollar Tree, Inc. 2021 Omnibus Incentive Plan, effective November 29, 2022](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10152.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.25.1 | | | * | | | [Executive Agreement, effective March 19, 2022, by Richard W. Dreiling and Dollar Tree, Inc. (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)](http://www.sec.gov/Archives/edgar/data/935703/000093570322000025/ex101executiveagreement-ri.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/21/2022 | | | | | | | | |

| 10.25.2 | | | * | | | [Amendment to Executive Agreement, dated January 25, 2023, by](https://www.sec.gov/Archives/edgar/data/935703/000093570323000005/ex101amendmenttoexecutivea.htm) [](https://www.sec.gov/Archives/edgar/data/935703/000093570323000005/ex101amendmenttoexecutivea.htm)[the Company and Richard W. Dreiling](https://www.sec.gov/Archives/edgar/data/935703/000093570323000005/ex101amendmenttoexecutivea.htm) | | | | | | 8-K/A | | | | | | 10.1 | | | | | | 1/27/2023 | | | | | | | | |

| 10.26 | | | * | | | [Nonstatutory Stock Option Agreement, effective March 19, 2022, by Richard W. Dreiling and Dollar Tree, Inc.](http://www.sec.gov/Archives/edgar/data/935703/000093570322000025/ex102nonstatutorystockopti.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 3/21/2022 | | | | | | | | |

| 10.27 | | | * | | | [Employment Agreement between Dollar Tree Distribution, Inc. and John Flanigan, effective May 9, 2022 (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)](http://www.sec.gov/Archives/edgar/data/935703/000093570322000062/dltr-2022x07x30x10qxex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 8/25/2022 | | | | | | | | |

| 10.31 | | | * | | | [Form of Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex1031.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.11 | | | * | | | [Change in Control Retention Agreement between Dollar Tree, Inc. and David Jacobs, Chief Strategy Officer](http://www.sec.gov/Archives/edgar/data/935703/000093570312000062/ex10_2.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 8/16/2012 | | | | | | | | |

| 10.12 | | | * | | | [Change in Control Retention Agreement between Dollar Tree, Inc. and William A. Old, Jr, Chief Legal Officer](http://www.sec.gov/Archives/edgar/data/935703/000093570313000040/dltr-2013x08x03x10qxex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 8/22/2013 | | | | | | | | |

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

| | | | | | | [removed: | | | President] [added: Chairman] and Chief Executive Officer | | |

| | | | [removed: (principal executive officer)] | | | [added: (Principal Executive Officer)] | | |

| [removed: /s/] Thomas W. Dickson | | | | | | [added: Date] | | |

| [added: /s/] Thomas W. Dickson | | | Director | | | March [removed: 15, 2022] [added: 10, 2023] | | |

| [removed: /s/ Kathleen E. Mallas] [added: Date] | | | | | | [added: Kathleen E. Mallas] | | |

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

| | | | [removed: (principal accounting officer)] | | | [added: (Principal Accounting Officer)] | | |

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

| [added: /s/] Jeffrey G. Naylor | | | Director | | | March [removed: 15, 2022] [added: 10, 2023] | | |

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

| [added: /s/] Winnie Y. Park | | | Director | | | March [removed: 15, 2022] [added: 10, 2023] | | |

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

| [added: /s/] Stephanie P. Stahl | | | Director | | | March [removed: 15, 2022] [added: 10, 2023] | | |

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

| | | | [removed: (principal financial officer)] | | | [added: (Principal Financial Officer)] | | |