Dollar Tree (DLTR) 10-K risk factor changes: FY2023 vs FY2022

Any failure to meet market expectations, including our comparable store [added: net] sales growth rate, earnings and earnings per share or new store openings, could cause the market price of our stock to decline.

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

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

We experienced material increases in wage rates and labor costs as well as in shipping rates, freight and fuel costs in [removed: 2022,] [added: prior years,] and we expect further increases in certain cost categories in [removed: 2023.][added: fiscal 2024.]

[removed: We] [added: In addition to pressures from a tight labor market, we] have incurred additional costs as a result of recent minimum wage increases by certain states and [removed: localities] [added: localities,] and we expect additional minimum wage increases by states and localities in [removed: 2023.][added: fiscal 2024.]

In addition, the federal minimum wage may increase depending on the outcome of legislation proposed in Congress, and the current administration [removed: may] [added: has announced it will] consider raising the minimum salary for [removed: store managers] [added: associates] who [added: currently] have exempt status under the Fair Labor Standards Act.

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

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43)”] [added: Operations](#i32e43194fb3d427d895b330e34fe7502_43)”] for further discussion of the effect of economic factors on our operations.

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

Our success is dependent on our ability to import or transport merchandise to our distribution centers and store, pick and ship merchandise to our stores in a [added: safe,] timely and cost-effective [removed: manner.][added: manner, and we are relying on a number of initiatives to improve upon our logistics execution, including new management systems.]

[removed: We] [added: In addition to our internal distribution network, we also] rely heavily on third parties including ocean carriers and [removed: truckers in these processes.][added: truckers.]

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

Our receipt of imported merchandise has been and may [added: in the future] be [removed: further] disrupted or delayed [removed: as a result] [added: because] of these or other factors.

Delays could potentially have a material adverse impact on future product availability, product mix, [removed: sales] [added: overall sales,] and merchandise [removed: margin,] [added: margins,] especially at Dollar Tree.

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

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

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

[removed: - *Diesel fuel costs.*] We have [added: also] experienced volatility in diesel fuel costs and are expecting increases to continue in fiscal [removed: 2023] [added: 2024] and may worsen, for example, because of the impact of international events such as trade restrictions on Russia on oil prices.

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

In fiscal [removed: 2022,] [added: 2023,] we purchased and delivered approximately 15% of our merchandise for our Family Dollar 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 products, including our private label brands, for safety-related or other issues, including product contamination, product content, improper manufacturing [added: or distribution] 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 products [added: or their contents] could cause injury, illness or death.

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

Adverse economic conditions such as a recession could disrupt consumer spending and significantly reduce our sales, decrease our inventory turnover, cause greater [removed: markdowns] [added: markdowns,] or reduce our profitability due to lower margins.

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, worsening or new epidemics, [removed: terrorism] [added: terrorism,] or international tensions, including armed conflict and economic sanctions.

In fiscal [removed: 2022,] [added: 2023,] we [removed: experienced] [added: continued to experience] a material shift in consumer purchasing from higher-margin discretionary merchandise to lower-margin consumable [removed: goods which has negatively impacted our product mix and margins.][added: goods.]

Factors that could reduce our customers’ disposable income and over which we exercise no influence include [removed: but are not limited to,] inflation in food, housing, fuel or other energy costs, increased unemployment, increases in interest rates, lack of available credit, higher tax rates and other changes in tax laws, increasing healthcare costs, and changes [removed: in, decreases in, or elimination of,] [added: in] government subsidies such as unemployment and food assistance [removed: programs.][added: programs, including the Supplemental Nutrition Assistance Program (“SNAP”).]

Many of the factors identified above that affect disposable income, as well as [removed: merchandise costs, commodity rates, transportation costs (including the costs of diesel fuel), costs of labor, insurance and healthcare, foreign exchange rate fluctuations, lease costs, barriers or increased costs associated with international trade and other economic factors also affect] our [removed: ability to implement our corporate strategy effectively, our] cost of goods sold and our selling, general and administrative expenses, [added: also affect our ability to implement our corporate strategy effectively] and may have other adverse consequences which we are unable to fully anticipate or control, all of which may adversely affect our sales or profitability.

Risks associated with [removed: our domestic and foreign suppliers] [added: merchandise supply] could adversely affect our financial performance.

We are dependent on our vendors, including direct ship vendors, to supply [added: suitable] merchandise in a timely and efficient [removed: manner.][added: manner at favorable costs.]

If a vendor fails to deliver on its commitments due to financial or other difficulties, [added: or if] we [added: are unable to source an expanded assortment of appropriate product to meet our merchandising strategies, we] could experience merchandise shortages which could lead to lost sales or increased merchandise costs if alternative sources must be used.

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

- duties, tariffs or other restrictions on trade, including Section 301 [removed: tariffs that have already been imposed on imported Chinese goods;][added: tariffs;]

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

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

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

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

Among our foreign suppliers, China is the source of a [removed: substantial] [added: vast] majority of our [added: direct] imports.

[removed: While the United States scaled back punitive Section 301 tariffs on certain Chinese imports based on an agreement reached with China in 2020, the] [added: The] imposition of any new U.S. tariffs on Chinese imports or the taking of other actions against China in the future, and any responses by China, could impair our ability to meet customer demand and could result in lost sales or an increase in our cost of merchandise, which would have a material adverse impact on our business and results of operations.

Easter was observed on April [removed: 17, 2022] [added: 9, 2023,] and will be observed on [removed: April 9, 2023.][added: March 31, 2024.]

We also continue to implement our multi-price initiative which provides our customers with additional categories priced, for example, at $3, $4 and $5.

- *Efficient operations and management.* Distribution centers and other aspects of our distribution network are complex and difficult to operate efficiently.

If we fail to execute properly, we may not be able to deliver merchandise at the quality and in the quantities and at the times demanded to successfully meet our customers’ demand.

We have also experienced and could continue to experience challenges in attracting and retaining an adequate and reliable workforce.

- *Shipping costs.* We have previously experienced significant changes in freight costs.

Ocean shipping and other freight costs could increase because of shocks or disruptions in the global supply chain and as freight contracts terminate or renew.

A return to more normalized costs/rates may lag a decrease in market rates based on the timing of freight contract terms.

We have multi-year contracts expiring in 2025 that cover approximately 54% of our import purchase volume.

Current tensions in the Red Sea and traffic restrictions through the Panama Canal are causing global supply chain disruptions that could increase ocean shipping costs and transit times.

The sale of private brand items is an important component of our sales growth and gross profit rate enhancement plans.

The sale and expansion of these offerings also subjects us to or increases certain risks, such as: product liability claims and product recalls; disruptions in raw material and finished product supply and distribution chains; supplier labor and human rights issues, and other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.

Failure to appropriately address these risks could materially and adversely affect our private brand initiatives, reputation, results of operations and financial condition.

While the United States scaled back punitive Section 301 tariffs on certain Chinese imports based on an agreement reached with China in 2020, the political outlook remains uncertain.

We have embarked on several initiatives to increase our sales and profitability, some of which remain in the early stages.

At the same time, the company recently concluded a comprehensive performance review of its store portfolio and announced the closure of approximately 970 Family Dollar and 30 Dollar Tree stores.

For more information, see “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i32e43194fb3d427d895b330e34fe7502_43)” and [Note 16](#i32e43194fb3d427d895b330e34fe7502_1465) to our consolidated financial statements.

Our business is seasonal, and adverse events during the fourth quarter could materially affect our full-year financial results.

Lead times for seasonal product purchases are longer and could result in inventory markdowns if sales do not meet expectations.

Failure to protect our inventory or other assets from loss and theft may impact our financial results.

Risk of loss or theft of assets, including inventory shrinkage, is inherent in the retail business and has recently reached historically high rates.

Loss may be caused by error or misconduct of associates, customers, vendors or other third parties including through organized retail crime and professional theft, and may be further impacted by macroeconomic factors, including the enforcement environment, or may be the result of damage or destruction of our inventory by natural disasters.

We have experienced charges in the past, and our inability to cost-effectively prevent and/or minimize the loss or theft of assets, or to accurately predict and accrue for the impact of those losses, could adversely affect our operating results.

We have risks related to the security of our facilities including risks of personal injury to customers or associates.

We operate stores and other facilities in locations subject to a risk for crimes of break-ins, theft, property damage, and interpersonal violence, which may include an active shooter or mass casualty/damage event.

While we have instituted programs aimed at reducing these risks, particularly of workplace violence, no security or safety program is 100% effective, and there is a risk that they will not prevent the occurrences of such crimes or related harms.

Any such incidents of violence could have a negative effect on our business, financial condition, results of operations, associate relations or customer reputation.

The retail industry is highly competitive with respect to price, customers, store locations, merchandise quality, product assortment, service offerings, product sourcing, labor, and market share.

To remain competitive, we may be required to change our product offering or lower our prices, but our ability to do so may be limited with the result that we could see lower sales or reduced profitability.

The substantial growth in e-commerce has also encouraged the entry of many new competitors, new business models, and an increase in competition from established companies looking for ways to create successful online shopping alternatives.

Our ability to effectively compete will depend upon our ability to successfully develop and execute on our strategic initiatives.

At our stores and distribution centers, we must recruit, develop, train, and retain qualified and diverse associates in relatively large numbers, while also working to decrease turnover in these positions.

Our ability to meet labor needs while controlling costs is subject to many external factors, including competition for and availability of qualified personnel, unemployment levels, wage rates and salary levels (including the heightened possibility of increased federal, state and/or local minimum wage rates/salary levels), health and other insurance costs, changes in employment and labor laws or other workplace regulations (including those relating to employee benefit programs such as health insurance and paid leave programs), labor activism, associate safety issues, associate expectations and productivity, and our reputation and relevance within the labor market.

If we are unable to attract, develop and retain adequate numbers of qualified associates, our operations, customer service levels, legal and regulatory compliance, and support functions could suffer.

In addition, to the extent a significant portion of our associate base unionizes, or attempts to unionize, our labor and other related costs could increase.

The potential financial impact of union organization is further compounded by the possibility of federal agencies adopting or imposing changes to existing labor law that could facilitate union organizing.

We currently do not have any employees represented by unions.

Our ability to pass along labor and other related costs to our customers is constrained by our pricing model, and we may not be able to offset such increased costs elsewhere in our business.

Successful execution of our plans and strategies also depends on the efforts of key management personnel.

The labor market for these executives and other key personnel is nationwide in scope and intensely competitive.

In addition, we continue to implement our Dollar Tree *Plus* initiative which provides our customers with discretionary categories priced at the $3 and $5 price points and beginning in fiscal 2022, we added $3, $4 and $5 frozen and refrigerated product in 3,500 stores.

We may not anticipate, respond to or control all of the challenges of operating our distribution network.

Additionally, when our distribution centers fail to operate effectively, we could experience increased freight or operational costs or merchandise shortages that could lead to lost sales.

We have also experienced trucking shortages, and increased trucking and fuel costs.

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

Domestically, diesel fuel prices have been and are expected to remain higher and may increase further because of international tensions.

Changes in import duties, import quotas and other trade sanctions could also increase our costs.

- *Efficient operations and management.* Distribution centers and other aspects of our distribution network are 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 challenges in attracting and retaining an adequate and reliable workforce.

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

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

Moreover, the negative publicity surrounding assertions against the products we sell or the standards we uphold could materially and adversely affect our business, reputation and/or profitability.

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”).

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

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

If there is a decline in consumer confidence in our products 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.

Although governmental authorities adopted substantial measures, including fiscal and monetary stimulus, to provide economic assistance to individual households and businesses and support economic stability during the COVID-19 pandemic, certain of the government assistance payments to households were temporary and were permitted to expire.

There can be no assurance that current or future governmental efforts to support the economy during the pandemic or a recession will be sufficient to support future consumer spending at levels experienced previously or mitigate the negative effect of the pandemic on the economy.

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

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

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

There continues to be uncertainty and unpredictability about the lingering impact of COVID-19-related issues on our financial and operating results in future periods.

If the pandemic worsens or continues longer than expected (as new variants emerge), governments may reinstate or extend business or personal restrictions, and we could be forced to curtail or restrict operations or incur additional costs.

If major new variants emerge, we might also experience new disruptions in our supply chain and sources of supply, suffer facility closures or encounter additional difficulties in hiring or retaining the workforce required for our business.

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

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

If the economic consequences of the pandemic linger and/or worsen, it could amplify many of the other risks described in this report.

- failure of manufacturers outside the United States to meet food, drug and cosmetic safety and labeling requirements or environmental standards set by government regulators or consumer expectations.

Our supply chain may be disrupted by changes in United States trade policy with China.

We rely on domestic and foreign suppliers to provide us with merchandise in a timely manner and at favorable prices.

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

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.

The retail industry is highly competitive.

We cannot guarantee that we will continue to be able to

Various factors, including the pandemic, constraints on overall labor availability, wage rates, regulatory or legislative impacts, and benefit costs could impact our ability to attract and retain qualified associates at our stores, distribution centers and corporate offices.

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

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

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

We completed the conversion of our predominant product price from $1.00 to $1.25 for the vast majority of merchandise in all Dollar Tree stores during the first quarter of fiscal 2022.

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, we are continuing to implement our important strategic initiatives that are designed to create growth, improve our results of operations and drive long-term shareholder value, including:

This section of Form 10-K generally discusses [removed: 2022] [added: fiscal 2023] and [removed: 2021] [added: fiscal 2022] events and [removed: results] [added: results,] and year-to-year comparisons between [removed: 2022] [added: fiscal 2023] and [removed: 2021.][added: fiscal 2022.]

Discussions of [removed: 2020] [added: fiscal 2021] items and year-to-year comparisons between [removed: 2021] [added: fiscal 2022] and [removed: 2020] [added: fiscal 2021] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended January [removed: 29, 2022.][added: 28, 2023.]

Financial Statements and Supplementary [removed: Data](#i4bbf6e4969af4377887a2e2264bed1bd_49)”] [added: Data](#i32e43194fb3d427d895b330e34fe7502_49)”] of this Form 10-K.

[removed: Initiatives] [added: Strategic Initiatives] and Recent Developments

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

[removed: - Supply Chain][added: *Supply Chain Optimization*.]

We are a leading operator of more than [removed: 16,300] [added: 16,700] retail discount stores and we conduct our operations [removed: in] [added: through] two reporting segments.

Our Dollar Tree segment is the leading operator of discount variety stores offering merchandise predominantly at the [removed: fixed] [added: opening] price [added: point] of [removed: $1.25.][added: $1.25, with additional offerings at $3, $4 and $5 price points.]

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

Stores that have been re-bannered [added: (i.e., Family Dollar stores converted to Dollar Tree stores, or vice versa)] are considered to be new stores and are not included in the calculation of the comparable store net sales change until after the first fifteen months of operation under the new brand.

At [removed: January 28, 2023,] [added: February 3, 2024,] 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 [added: February 3, 2024 and] January 28, 2023 [removed: and January 29, 2022] is as follows:

| | | | [added: | | | February 3, 2024 | | | | | | | | | | | | | | | | | |] January 28, 2023 | | | | | | | | | | | | | | | | | | January 29, 2022 | | | | | | | | | | | | | | |

| Beginning | | | [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] | | |

| New stores | | | [removed: 131] [added: 333] | | | | | | [removed: 333] [added: 308] | | | | | | [removed: 464] [added: 641] | | | | | | [removed: 311] [added: 131] | | | | | | [removed: 225] [added: 333] | | | | | | [removed: 536] [added: 464] | | |

| Re-bannered stores | | | [removed: (5)] [added: 15] | | | | | | [removed: 9] [added: (15)] | | | | | | [removed: 4] [added: —] | | | | | | [removed: 1] [added: (5)] | | | | | | [removed: (1)] [added: 9] | | | | | | [removed: —] [added: 4] | | |

| Closings | | | [removed: (53)] [added: (67)] | | | | | | [removed: (152)] [added: (140)] | | | | | | [removed: (205)] [added: (207)] | | | | | | [removed: (56)] [added: (53)] | | | | | | [removed: (88)] [added: (152)] | | | | | | [removed: (144)] [added: (205)] | | |

| Ending | | | [removed: 8,134] [added: 8,415] | | | | | | [removed: 8,206] [added: 8,359] | | | | | | [removed: 16,340] [added: 16,774] | | | | | | [removed: 8,061] [added: 8,134] | | | | | | [removed: 8,016] [added: 8,206] | | | | | | [removed: 16,077] [added: 16,340] | | |

| Relocations | | | [removed: 28] [added: 31] | | | | | | [removed: 92] [added: 89] | | | | | | 120 | | | | | | [removed: 56] [added: 28] | | | | | | [removed: 68] [added: 92] | | | | | | [removed: 124] [added: 120] | | |

| Beginning | | | [removed: 69.7] [added: 70.5] | | | | | | [removed: 59.2] [added: 61.6] | | | | | | [removed: 128.9] [added: 132.1] | | | | | | [removed: 67.4] [added: 69.7] | | | | | | [removed: 57.7] [added: 59.2] | | | | | | [removed: 125.1] [added: 128.9] | | |

| New stores | | | [removed: 1.1] [added: 3.1] | | | | | | [removed: 3.1] [added: 2.9] | | | | | | [removed: 4.2] [added: 6.0] | | | | | | [removed: 2.7] [added: 1.1] | | | | | | [removed: 2.0] [added: 3.1] | | | | | | [removed: 4.7] [added: 4.2] | | |

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

| Closings | | | [removed: (0.4)] [added: (0.6)] | | | | | | [removed: (1.1)] [added: (1.0)] | | | | | | [removed: (1.5)] [added: (1.6)] | | | | | | [removed: (0.5)] [added: (0.4)] | | | | | | [removed: (0.6)] [added: (1.1)] | | | | | | [removed: (1.1)] [added: (1.5)] | | |

| Relocations | | | [removed: 0.1] [added: —] | | | | | | 0.3 | | | | | | [removed: 0.4] [added: 0.3] | | | | | | 0.1 | | | | | | [removed: 0.1] [added: 0.3] | | | | | | [removed: 0.2] [added: 0.4] | | |

| Ending | | | [removed: 70.5] [added: 73.1] | | | | | | [removed: 61.6] [added: 63.7] | | | | | | [removed: 132.1] [added: 136.8] | | | | | | [removed: 69.7] [added: 70.5] | | | | | | [removed: 59.2] [added: 61.6] | | | | | | [removed: 128.9] [added: 132.1] | | |

The average size of stores opened in [removed: 2022] [added: fiscal 2023] was approximately [removed: 8,660] [added: 9,300] selling square feet [removed: (or about 10,710 gross square feet)] for the Dollar Tree segment and [removed: 9,160] [added: 9,360] selling square feet [removed: (or about 11,210 gross square feet)] for the Family Dollar segment.

Fiscal [removed: 2022,] [added: 2022 and] fiscal 2021 [added: which ended on January 28, 2023] and [removed: fiscal 2020] [added: January 29, 2022, respectively,] each included 52 weeks.

The percentage change in comparable store net sales for the fiscal year ended [removed: January 28, 2023,] [added: February 3, 2024,] as compared with the preceding year, is as [removed: follows:][added: follows, based on a 53-week comparison for both years:]

| | | | | | | [removed: Year Ended January 28, 2023] [added: Year Ended] | | | | | | | | | | | | | | |

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

The selling, general and administrative expense [removed: rate and] [added: rate,] operating income [added: (loss)] margin [added: and net income (loss) margin] are calculated by dividing the applicable amount by total revenue.

| [added: (dollars in millions)] | | | | | | [removed: January 28,] [added: February 3, 2024] | | | | | | January [removed: 29,] [added: 28, 2023] | | | | | | January [removed: 30,] [added: 29, 2022] | | | | | | Fiscal [removed: 2022] [added: 2023] vs. Fiscal [removed: 2021] [added: 2022] | | |

| (dollars in millions) | | | | | | [removed: 2023] [added: February 3, 2024] | | | | | | [removed: 2022] [added: January 28, 2023] | | | | | | [removed: 2021] [added: January 29, 2022] | | | | | | [added: Fiscal 2023 vs. Fiscal 2022] | | |

| Net sales | | | | | | $ | [removed: 28,318.2] [added: 30,581.6] | | | | | $ | [removed: 26,309.8] [added: 28,318.2] | | | | | $ | [removed: 25,508.4 | | | | | 7.6 |] [added: 26,309.8] | [removed: %] |

| Comparable store net sales change | | | | | | [removed: 5.9] [added: 4.6] | | % | | | | [removed: 1.1] [added: 5.9] | | % | | | | [removed: 6.0] [added: 1.1] | | % | | | | | | |

The increase in net sales from [removed: 2021 to] [added: fiscal] 2022 [added: to fiscal 2023] was a result of [added: the] comparable store net sales increases in the Dollar Tree and Family Dollar [removed: segments] [added: segments,] and [added: net] sales of [removed: $758.6] [added: $1,184.5] million at [removed: new] [added: non-comparable] stores.

Enterprise comparable store net sales increased [removed: 5.9%] [added: 4.6%] in [removed: 2022,] [added: fiscal 2023,] as a result of [removed: an 8.9%] [added: a 5.4%] increase in [removed: average ticket,] [added: customer traffic,] partially offset by a [removed: 2.7%] [added: 0.8%] decrease in [removed: customer traffic.][added: average ticket.]

Comparable store net sales increased [removed: 9.0%] [added: 5.8%] in the Dollar Tree segment and increased [removed: 2.4%] [added: 3.2%] in the Family Dollar segment.

| Gross profit | | | | | | $ | [removed: 8,921.9] [added: 9,309.6] | | | | | $ | [removed: 7,725.9] [added: 8,921.9] | | | | | $ | [removed: 7,787.4] [added: 7,725.9] | | | | | [removed: 15.5] [added: 4.3] | | % |

| Gross profit margin | | | | | | [removed: 31.5 | | % | | | | 29.4] [added: 30.4] | | % | | | | [removed: 30.5] [added: 31.5] | | % | | | | [removed: 2.1] [added: 29.4] | | % |

Sales that are excluded from the calculation of comparable store net sales are referred to as non-comparable store sales and consist of sales from new stores open fifteen months or less and stores that are closed permanently or expected to be closed for more than 90 days.

Annual Results

Financial highlights for the fiscal year ended February 3, 2024, as compared to the fiscal year ended January 28, 2023, include:

- Net sales increased 8.0% to $30,581.6 million, due to a 4.6% enterprise-wide comparable store net sales increase and net sales of $1,184.5 million at non-comparable stores.

The 53rd week in fiscal 2023 accounted for $559.3 million of the total net sales increase.

- Gross profit increased 4.3% to $9,309.6 million as a result of our net store growth and the 53rd week.

Gross profit, as a percentage of net sales, decreased 110 basis points to 30.4%, primarily due to higher shrink, distribution and markdown costs, partially offset by lower freight costs and occupancy costs.

Excluding $86.2 million of distribution and markdown costs related to the store portfolio optimization review, gross profit, as a percentage of net sales, decreased 80 basis points.

- Selling, general and administrative expenses increased $3,514.5 million or 52.5%, primarily due to a $1,069.0 million non-cash goodwill impairment charge, a $950.0 million non-cash trade name impairment charge, a $503.9 million non-cash store asset impairment charge, and $56.7 million in DC 202-related litigation charges.

Selling, general and administrative expenses, as a percentage of total revenues, increased 980 basis points to 33.4%.

Excluding the impairment and litigation charges noted above, selling, general and administrative expenses, as a percentage of total revenues, increased 125 basis points primarily due to higher store-based payroll expenses, unfavorable development of general liability claims, and higher repairs and maintenance expenses.

- Operating income (loss) was ($881.8) million and as a percentage of total revenues, decreased 1,080 basis points to (2.9)% primarily due to the current year impairments and litigation charges noted above.

Excluding the impairments and litigation charges, the operating income (loss), as a percentage of total revenues, decreased 210 basis points.

- The effective tax rate decreased to (1.0)% compared to 23.5% in the prior year primarily due to the current year goodwill impairment charge which is not tax deductible.

- Net income (loss) was ($998.4) million, or ($4.55) per diluted share, compared to $1,615.4 million, or $7.21 per diluted share.

| | | | February 3, 2024 | | | | | | | | | | | | | | | | | | January 28, 2023 | | | | | | | | | | | | | | |

During the fourth quarter of fiscal 2023, we initiated a comprehensive store portfolio optimization review, including identifying stores as candidates for closure, re-bannering, or relocation.

See the “Strategic Initiatives and Recent Developments” section below and [Note 16](#i32e43194fb3d427d895b330e34fe7502_1465) to our consolidated financial statements for additional detail.

Fiscal 2023 ended on February 3, 2024 and included 53 weeks, commensurate with the retail calendar.

The 53rd week in fiscal 2023 added approximately $559.3 million in sales.

| | | | | | | Year Ended February 3, 2024 | | | | | | | | | | | | | | |

| Consolidated | | | | | | 4.6 | | % | | | | 5.4 | | % | | | | (0.8) | | % |

| Dollar Tree Segment | | | | | | 5.8 | | % | | | | 7.4 | | % | | | | (1.5) | | % |

| Family Dollar Segment | | | | | | 3.2 | | % | | | | 2.5 | | % | | | | 0.7 | | % |

Net sales per selling square foot is calculated based on total net sales for the preceding 12 months as of the end of the reporting period divided by the average selling square footage during the period.

Selling square footage excludes the storage, receiving and office space that generally occupies approximately 20% of the total square footage of our stores.

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

Net sales per selling square foot for the 53 weeks ended February 3, 2024 and the 52 weeks ended January 28, 2023 and January 29, 2022 is as follows:

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

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

| | | | | | | 53 Weeks Ended | | | | | | | | | | | | | | | | | | 52 Weeks Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales per selling square foot | | | | | | $234 | | | | | | $220 | | | | | | $227 | | | | | | $220 | | | | | | $214 | | | | | | $217 | | | | | | $203 | | | | | | $212 | | | | | | $207 | | |

The 53rd week in fiscal 2023 contributed $4 to the total net sales per selling square foot.

See our “Strategic Initiatives and Recent Developments” below for more information on the initiatives that are driving our comparable store net sales growth and net sales per selling square foot growth.

We continue to execute on a number of strategic initiatives across the Dollar Tree and Family Dollar banners to drive productive sales growth, improve operating efficiency, invest in technology, and expand our culture of service to our associates.

These initiatives include, among others, the following:

*Dollar Tree Merchandising.* We continue to expand our brand assortment at the $1.25 price point to provide greater value to our customers and increase customer traffic and store productivity.

We are continuing to expand our multi-price product assortment, which began with the introduction of $3 and $5 Dollar Tree Plus product in select discretionary categories, expanded into $3, $4 and $5 frozen and refrigerated product, and now comprises a wide assortment of other consumable and discretionary product.

We are currently taking actions to improve operating efficiencies and prepare for expanded multi-price products within our stores, including raising shelf heights, implementing space productivity, and rightsizing assortments.

*Family Dollar Merchandising and Store Portfolio Optimization Review.* Our store design initiatives at Family Dollar provide significantly improved merchandise offerings and establish a minimum number of cooler doors.

Our initiatives, as well as other recent developments that have had or are expected to have an impact on our business or results of operations are listed below:

◦In September 2021, we announced our new $1.25 price point initiative and we completed the rollout of this initiative to all Dollar Tree stores during the first quarter of fiscal 2022, increasing the price point on a majority of our $1 merchandise to $1.25.

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

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.

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.

◦We began testing the Instacart online delivery service at Dollar Tree stores in the third quarter of fiscal 2021 and began rolling it out in the fourth quarter of fiscal 2021.

As of January 28, 2023, the Instacart platform covers more than 7,800 Dollar Tree stores.

This enables our customers to shop online and receive same-day delivery without having to visit a store.

◦In fiscal 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 28, 2023, we have approximately 2,500 Dollar Tree *Plus* stores.

We plan to accelerate the implementation of the Dollar Tree *Plus* initiative in fiscal 2023 by adding the concept to an additional 1,800, or more, stores.

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

◦The rollout of our Crafter’s Square initiative to all of our Dollar Tree stores was completed during fiscal 2020.

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

- Family Dollar

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

Our H2 stores have significantly improved merchandise offerings throughout the store, including the addition of Dollar Tree $1.25 merchandise items and establishing a minimum number of freezer and cooler doors.

These stores have higher customer traffic and provide a higher average comparable store net sales lift, when compared to non-renovated stores, in the first year following renovation.

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

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

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

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

We are taking Family Dollar’s great value and assortment and blending in select Dollar Tree merchandise categories, creating a new store format targeted for small towns and rural communities with populations of 3,000 to 4,000 residents.

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

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

◦We added adult beverage to approximately 570 stores in fiscal 2022.

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

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

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

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.

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

We are exposed to various types of market risk in the normal course of our business, including the impact of interest rate [removed: changes and] [added: changes,] diesel fuel cost [removed: changes.][added: changes and inflation.]

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

At [removed: January 28, 2023,] [added: February 3, 2024,] there were no borrowings outstanding under the revolving credit [removed: facility.][added: facility or the commercial paper program.]

[removed: Our] [added: We are a leading operator of retail discount] stores [removed: operate] [added: operating] under the brand names of Dollar Tree, Family Dollar and Dollar Tree Canada.

[removed: At January 28, 2023, we operated 16,340 discount variety retail stores across 48 states and five Canadian provinces and over] [added: 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](#i4bbf6e4969af4377887a2e2264bed1bd_43)”] [added: Operations](#i32e43194fb3d427d895b330e34fe7502_43)”] under the caption “Segment Information” and [Note [removed: 11](#i4bbf6e4969af4377887a2e2264bed1bd_103)] [added: 13](#i32e43194fb3d427d895b330e34fe7502_103)] to our consolidated financial statements.

Dollar Tree is the leading operator of discount variety stores offering merchandise predominantly at the [removed: fixed] [added: $1.25] price [removed: point] [added: point, with a growing range] of [removed: $1.25.][added: additional price points.]

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

For more information, see [removed: Human Capital Resources] [added: the “Our People” section] below.

The Dollar Tree segment includes [removed: 8,134] [added: 8,415] stores operating under the Dollar Tree and Dollar Tree Canada brands, 15 distribution centers in the United States and two in [removed: Canada.][added: Canada as of February 3, 2024.]

[removed: During fiscal 2022, we began investing in new products and modifying existing products] [added: We continue] to [added: expand our brand assortment at the $1.25 price point to] provide greater value for our customers and increase customer traffic and store productivity.

[removed: During 2021, we entered into] [added: Through] a partnership with [removed: Instacart and as of January 28, 2023,] [added: Instacart,] our customers can shop online and receive same-day delivery from more than [removed: 7,800] [added: 7,500] Dollar Tree [removed: stores] [added: stores, as of February 3, 2024,] without having to visit a store.

We are the owners of several trademarks including “Dollar [removed: Tree” and] [added: Tree,”] the “Dollar Tree” [removed: logo.][added: logo, “Family Dollar,” “Family Dollar Stores” and other names and designs of certain merchandise sold in our Dollar Tree and Family Dollar stores.]

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

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

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

We carry approximately 8,000 items in our Dollar Tree [removed: stores] [added: stores,] and as of the end of fiscal [removed: 2022] [added: 2023] approximately [removed: 25%] [added: 27%] of our items were automatically replenished.

Through automatic [removed: replenishment] [added: replenishment, store-specific allocations] and [removed: our store managers’ ability to order product,] [added: DSD vendors,] each store [removed: manager] is able to satisfy the demands of their particular customer base.

We offer a wide selection of everyday basic products and we supplement these [removed: basic, everyday items] with seasonal, closeout and promotional merchandise.

[removed: - variety] [added: ◦Variety] merchandise, which includes toys, durable housewares, gifts, stationery, party goods, greeting cards, softlines, arts and crafts supplies and other items; and

[removed: - seasonal] [added: ◦Seasonal] goods, which include, among others, Christmas, Easter, Halloween and Valentine’s Day merchandise.

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](#i4bbf6e4969af4377887a2e2264bed1bd_103)] [added: 13](#i32e43194fb3d427d895b330e34fe7502_103)] to our consolidated financial statements.

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

[removed: Our] [added: Historically, our] stores [added: have] predominantly [removed: range] [added: ranged] from 6,000 - 8,000 selling square feet.

The Family Dollar segment [removed: consists of our store operations] [added: includes 8,359 stores operating] under the Family Dollar brand and ten distribution [removed: centers.][added: centers as of February 3, 2024.]

[removed: During 2021, we entered into a partnership with Instacart and as] [added: As] of [removed: January 28, 2023,] [added: February 3, 2024,] our customers can shop online [added: via Instacart] and receive same-day delivery from more than [removed: 7,500] [added: 7,300] Family Dollar stores without having to visit a store.

In fiscal [removed: 2022,] [added: 2023,] we purchased approximately 15% of our merchandise [added: at retail value] through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers.

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

While the number of items in a given store can vary based on the store’s size, geographic location, merchandising initiatives and other factors, our typical Family Dollar store generally carries approximately [removed: 7,600 basic items alongside items that are ever-changing] [added: 11,800 items,] and [removed: seasonally-relevant throughout] [added: as of] the [removed: year.][added: end of fiscal 2023 approximately 75% of our items were automatically replenished.]

[removed: - home] [added: ◦Home] products, which include housewares, home décor, giftware, and domestics, including comforters, sheets and towels;

[removed: - apparel] [added: ◦Apparel] and accessories merchandise, which includes clothing, fashion accessories and shoes; and

[removed: - seasonal] [added: ◦Seasonal] and electronics merchandise, which includes Christmas, Easter, Halloween and Valentine’s Day merchandise, personal electronics, including pre-paid cellular phones and services, stationery and school supplies, and toys.

We [added: primarily] buy products on an order-by-order basis and have no material long-term purchase contracts or other assurances of continued product supply or guaranteed product cost.

Historically, no [added: merchandise] vendor has accounted for more than 10% of total merchandise purchased by [removed: us.][added: the company.]

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

[removed: We] [added: In fiscal 2024, we] expect to [added: re-open our West Memphis, Arkansas distribution center and to] complete a significant expansion of our Ocala, Florida distribution center [removed: in 2024] which will include enhanced automation.

Our Dollar Tree stores receive approximately [removed: 92%] [added: 90%] of their inventory from our distribution centers [removed: via contract carriers] and our Family Dollar stores receive approximately 70% of their inventory from our distribution centers.

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

Risk [removed: Factors](#i4bbf6e4969af4377887a2e2264bed1bd_19)”] [added: Factors](#i32e43194fb3d427d895b330e34fe7502_19)”] and “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43).”][added: Operations](#i32e43194fb3d427d895b330e34fe7502_43).”]

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

Our business [removed: success is] [added: success, customer satisfaction and employee engagement are] built upon our [removed: dedicated, passionate and diverse] [added: dedicated] associates who work and live in the communities we serve.

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

At February 3, 2024, we operated 16,774 retail discount stores across 48 states and five Canadian provinces.

We are committed to growing our business through new store openings, expanded geographies, improved product offerings, store renovations and remodeling, investments in our workforce and other initiatives to modernize and optimize our stores, our supply chain and distribution network and our technology.

These initiatives are discussed further below and in “[Item 7.

At Dollar Tree and Family Dollar our core values drive how we treat our customers and each other to support a welcoming shopping experience and an engaging work environment.

At every level of our organization, we build our culture by serving with accountability, inspiring belonging, championing empowerment, operating with excellence, and acting with integrity.

With new senior leadership throughout the organization, we focus our ways of working on open, frequent communication and approach our roles with a continuous improvement mindset.

Our new communication vehicles foster two-way dialogue and offer continuous touchpoints for associates to hear about our strategy, values and ways of working, learn from senior leaders about our business progress and connect with one another.

Additionally, our people programs, as well as our meaningful focus on diversity, equity, inclusion and belonging, reinforce our shared values and behaviors.

We are continuing to expand our multi-price product assortment, which began with our introduction of $3 and $5 Dollar Tree Plus product in select discretionary categories, expanded into $3, $4 and $5 frozen and refrigerated product, and now comprises a wide assortment of other consumable and discretionary product.

Among our foreign suppliers, China is the source of a vast majority of our direct imports and we believe that a significant portion of our goods purchased from domestic vendors is imported.

The remaining items are either allocated to the stores or managed by direct store delivery (“DSD”) vendors.

- Discretionary merchandise, which includes the following:

We are continuing to implement our store design initiatives at Family Dollar which provide significantly improved merchandise offerings and establish a minimum number of cooler doors.

We tailor space and assortment to local demographics with emerging formats including H2.5, our primary store format with 6,700 - 8,700 selling square feet, optimized layout and expanded frozen and refrigerated doors; larger rural stores with more than 8,700 selling square feet and assortments that may include Dollar Tree product; and XSB (Extra Small Box), which has less than 6,700 selling square feet and adds elements of H2.5 optimized to our smaller stores, particularly in urban markets.

We continue to introduce new private brands at Family Dollar, convert control brands to private brands and align our “Family” brand message across key categories.

Among our foreign suppliers, China is the source of a vast majority of our direct imports and we believe that a significant portion of our goods purchased from domestic vendors is imported.

Across all of Family Dollar’s formats we are expanding our SKUs, continuing to add cooler doors, increasing our standard shelf profile, and implementing planogram and category resets.

- Discretionary merchandise, which includes the following:

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 13](#i32e43194fb3d427d895b330e34fe7502_103) to our consolidated financial statements.

During the fourth quarter of fiscal 2023, we announced that we had initiated a comprehensive store portfolio optimization review which involved identifying stores for closure, relocation or re-bannering based on an evaluation of current market conditions and individual store performance, among other factors.

As a result of this portfolio optimization review, we plan to close approximately 970 underperforming Family Dollar stores, including approximately 600 stores to be closed in the first half of fiscal 2024, and approximately 370 stores to be closed at the end of each store's current lease term.

Additionally, we identified approximately 30 underperforming Dollar Tree stores for closure and plan to close each store at the end of the store's current lease term.

See “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i32e43194fb3d427d895b330e34fe7502_43)” and [Note 16](#i32e43194fb3d427d895b330e34fe7502_1465) to our consolidated financial statements for additional information on the store portfolio optimization review.

Marketing & Retail Media

We believe the customer experience is important to the success of our business.

Our marketing efforts are focused on providing value to our customers through advancing our capabilities and delivering on our brand promise of ‘Helping you do more.’ In the third quarter of fiscal 2023, we launched a new app for Family Dollar with the goal of offering improved product discovery and engagement with our smart coupon program, as well as to provide opportunities for our vendor partners to market their products through our app.

In the fourth quarter of fiscal 2023, we entered into a multi-year sponsorship agreement with a NASCAR Cup Series racing team, which will spotlight the Dollar Tree and Family Dollar brands as well as the brands of our vendor partners.

We continue to make investments in our trucking fleet and transportation management systems and a new RotaCart delivery process to streamline the truck unloading and store delivery process.

A RotaCart is a wheeled container that allows quick, easy store deliveries loaded by merchandise family groups.

The RotaCarts are nestable, allowing for easy return to the distribution centers.

Properties](#i32e43194fb3d427d895b330e34fe7502_25).”

Distribution services in Canada are provided by a third party from facilities in British Columbia and Ontario.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i32e43194fb3d427d895b330e34fe7502_43).”

These other retail companies operate stores in many of the areas where we operate, and many of them engage in extensive advertising and marketing efforts.

These laws and regulations relate to, among other things, the operation of our facilities and the sale of products, including without limitation product and food safety, marketing and labeling; labor and employment, including wage and hour, benefits, healthcare and workplace safety; pricing; antitrust and fair competition; privacy and information security; tariff and trade; energy and environmental protection; financial reporting and disclosure; licensing; intellectual property; and taxes.

We routinely incur significant compliance-related costs, both direct and indirect, with respect to these laws and regulations which may have a material effect on our capital expenditures, earnings or competitive position.

For more information, see “[Item 1A.

Risk Factors](#i32e43194fb3d427d895b330e34fe7502_19).”

Intellectual Property

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

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

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

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

We are focused on 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.

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

We believe that honesty and integrity, and treating people fairly and with respect are core values within our corporate culture.

We believe that running a business, and certainly a public company, carries with it a responsibility to be above reproach when making operational and financial decisions.

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 best know their stores and their customers.

We have standards for store displays, merchandise presentation, and store operations.

We maintain an open-door policy for all associates.

Our distribution centers are operated based on objective measures of performance and our store support center associates are available to assist associates in our stores and distribution centers.

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

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

closeouts and promotional merchandise.

The remaining items are pushed to the stores and a portion can be reordered by our store managers on a weekly basis.

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

The H2 model stores include Dollar Tree $1.25 merchandise items and establish a minimum number of freezer and cooler doors throughout the store.

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

The Combo Store format, which was designed specifically for small towns and rural communities with populations of 3,000 to 4,000 residents, blends Family Dollar’s great value and assortment with select Dollar Tree merchandise categories under one roof.

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

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

We are the owners of the trademarks “Family Dollar,” “Family Dollar Stores” and other names and designs of certain merchandise sold in Family Dollar stores.

Our merchandise systems provide us with valuable sales information to assist our buyers and improve product allocation to our stores.

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

We expect future distribution centers to be built with the capability to service both Dollar Tree and Family Dollar stores.

Properties](#i4bbf6e4969af4377887a2e2264bed1bd_25).”

Our segment of the retail industry is fragmented and highly competitive and we expect competition to increase in the future.

In addition, several competitors have sections within their stores devoted to “one dollar” price point merchandise, which further increases competition.

Our sales and profits could be reduced by increases in competition.

There are no significant economic barriers for others to enter our retail sector.

Compliance with these laws and regulations often requires the dedication of our associates’ time and attention, as well as financial resources.

Historically, compliance with these laws and regulations did not have a material effect on our capital expenditures, earnings or competitive 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.

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.

Human Capital Resources

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

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

Each associate resource group will be supported by an executive sponsor who is a member of the DEI Executive Council or senior leadership team.

For information regarding legal proceedings in which we are involved, please see [removed: [Note](#i4bbf6e4969af4377887a2e2264bed1bd_82) [4](#i4bbf6e4969af4377887a2e2264bed1bd_82)] [added: [Note 5](#i32e43194fb3d427d895b330e34fe7502_82)] to [removed: the] [added: our] consolidated financial statements [removed: 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 have been involved in litigation and other proceedings, including matters related to commercial disputes, as well as trade, regulatory and other claims related to our business.

Risk Factors](#i32e43194fb3d427d895b330e34fe7502_19)”: “*Legal proceedings may adversely affect our reputation, business, results of operations or financial condition”* on page 18 and “*Our failure to comply with applicable law, or to adequately respond to changes to such laws, could increase our expenses, expose us to legal risks or otherwise adversely affect us”* on page 19.

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

For the fiscal year ended [removed: January 28, 2023][added: February 3, 2024]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant on July [removed: 29, 2022,] [added: 28, 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $35,108,117,366,] [added: $31,570,609,673,] based upon the closing sale price for the registrant’s common stock on such date.

On March [removed: 3, 2023,] [added: 18, 2024,] there were [removed: 221,227,564] [added: 217,983,018] 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: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended [removed: January 28, 2023.][added: February 3, 2024.]

FOR THE FISCAL YEAR ENDED [removed: JANUARY 28, 2023][added: FEBRUARY 3, 2024]

| Item 1. | | | [removed: [Business](#i4bbf6e4969af4377887a2e2264bed1bd_16)] [added: [Business](#i32e43194fb3d427d895b330e34fe7502_16)] | | | [removed: [6](#i4bbf6e4969af4377887a2e2264bed1bd_16)] [added: [6](#i32e43194fb3d427d895b330e34fe7502_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4bbf6e4969af4377887a2e2264bed1bd_19)] [added: Factors](#i32e43194fb3d427d895b330e34fe7502_19)] | | | [removed: [10](#i4bbf6e4969af4377887a2e2264bed1bd_19)] [added: [11](#i32e43194fb3d427d895b330e34fe7502_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4bbf6e4969af4377887a2e2264bed1bd_22)] [added: Comments](#i32e43194fb3d427d895b330e34fe7502_22)] | | | [removed: [21](#i4bbf6e4969af4377887a2e2264bed1bd_22)] [added: [21](#i32e43194fb3d427d895b330e34fe7502_22)] | | |

| Item 2. | | | [removed: [Properties](#i4bbf6e4969af4377887a2e2264bed1bd_25)] [added: [Properties](#i32e43194fb3d427d895b330e34fe7502_25)] | | | [removed: [21](#i4bbf6e4969af4377887a2e2264bed1bd_25)] [added: [23](#i32e43194fb3d427d895b330e34fe7502_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4bbf6e4969af4377887a2e2264bed1bd_28)] [added: Proceedings](#i32e43194fb3d427d895b330e34fe7502_28)] | | | [removed: [22](#i4bbf6e4969af4377887a2e2264bed1bd_28)] [added: [23](#i32e43194fb3d427d895b330e34fe7502_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4bbf6e4969af4377887a2e2264bed1bd_31)] [added: Disclosures](#i32e43194fb3d427d895b330e34fe7502_31)] | | | [removed: [22](#i4bbf6e4969af4377887a2e2264bed1bd_31)] [added: [24](#i32e43194fb3d427d895b330e34fe7502_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4bbf6e4969af4377887a2e2264bed1bd_37)] [added: Securities](#i32e43194fb3d427d895b330e34fe7502_37)] | | | [removed: [23](#i4bbf6e4969af4377887a2e2264bed1bd_37)] [added: [25](#i32e43194fb3d427d895b330e34fe7502_37)] | | |

| Item 6. | | | [removed: [Reserved](#i4bbf6e4969af4377887a2e2264bed1bd_40)] [added: [Reserved](#i32e43194fb3d427d895b330e34fe7502_40)] | | | [removed: [24](#i4bbf6e4969af4377887a2e2264bed1bd_40)] [added: [26](#i32e43194fb3d427d895b330e34fe7502_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43)] [added: Operations](#i32e43194fb3d427d895b330e34fe7502_43)] | | | [removed: [25](#i4bbf6e4969af4377887a2e2264bed1bd_43)] [added: [27](#i32e43194fb3d427d895b330e34fe7502_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4bbf6e4969af4377887a2e2264bed1bd_46)] [added: Risk](#i32e43194fb3d427d895b330e34fe7502_46)] | | | [removed: [35](#i4bbf6e4969af4377887a2e2264bed1bd_46)] [added: [38](#i32e43194fb3d427d895b330e34fe7502_46)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4bbf6e4969af4377887a2e2264bed1bd_49)] [added: Data](#i32e43194fb3d427d895b330e34fe7502_49)] | | | [removed: [36](#i4bbf6e4969af4377887a2e2264bed1bd_49)] [added: [39](#i32e43194fb3d427d895b330e34fe7502_49)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i4bbf6e4969af4377887a2e2264bed1bd_106)] [added: Disclosure](#i32e43194fb3d427d895b330e34fe7502_106)] | | | [removed: [63](#i4bbf6e4969af4377887a2e2264bed1bd_106)] [added: [70](#i32e43194fb3d427d895b330e34fe7502_106)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4bbf6e4969af4377887a2e2264bed1bd_109)] [added: Procedures](#i32e43194fb3d427d895b330e34fe7502_109)] | | | [removed: [63](#i4bbf6e4969af4377887a2e2264bed1bd_109)] [added: [70](#i32e43194fb3d427d895b330e34fe7502_109)] | | |

| Item 9B. | | | [Other [removed: Information](#i4bbf6e4969af4377887a2e2264bed1bd_112)] [added: Information](#i32e43194fb3d427d895b330e34fe7502_112)] | | | [removed: [65](#i4bbf6e4969af4377887a2e2264bed1bd_112)] [added: [72](#i32e43194fb3d427d895b330e34fe7502_112)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4bbf6e4969af4377887a2e2264bed1bd_115)] [added: Inspections](#i32e43194fb3d427d895b330e34fe7502_115)] | | | [removed: [65](#i4bbf6e4969af4377887a2e2264bed1bd_115)] [added: [72](#i32e43194fb3d427d895b330e34fe7502_115)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4bbf6e4969af4377887a2e2264bed1bd_121)] [added: Governance](#i32e43194fb3d427d895b330e34fe7502_121)] | | | [removed: [65](#i4bbf6e4969af4377887a2e2264bed1bd_121)] [added: [72](#i32e43194fb3d427d895b330e34fe7502_121)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4bbf6e4969af4377887a2e2264bed1bd_124)] [added: Compensation](#i32e43194fb3d427d895b330e34fe7502_124)] | | | [removed: [65](#i4bbf6e4969af4377887a2e2264bed1bd_124)] [added: [72](#i32e43194fb3d427d895b330e34fe7502_124)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4bbf6e4969af4377887a2e2264bed1bd_127)] [added: Matters](#i32e43194fb3d427d895b330e34fe7502_127)] | | | [removed: [65](#i4bbf6e4969af4377887a2e2264bed1bd_127)] [added: [72](#i32e43194fb3d427d895b330e34fe7502_127)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4bbf6e4969af4377887a2e2264bed1bd_130)] [added: Independence](#i32e43194fb3d427d895b330e34fe7502_130)] | | | [removed: [66](#i4bbf6e4969af4377887a2e2264bed1bd_130)] [added: [73](#i32e43194fb3d427d895b330e34fe7502_130)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i4bbf6e4969af4377887a2e2264bed1bd_133)] [added: Services](#i32e43194fb3d427d895b330e34fe7502_133)] | | | [removed: [66](#i4bbf6e4969af4377887a2e2264bed1bd_133)] [added: [73](#i32e43194fb3d427d895b330e34fe7502_133)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i4bbf6e4969af4377887a2e2264bed1bd_139)] [added: Schedules](#i32e43194fb3d427d895b330e34fe7502_139)] | | | [removed: [66](#i4bbf6e4969af4377887a2e2264bed1bd_139)] [added: [73](#i32e43194fb3d427d895b330e34fe7502_139)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i4bbf6e4969af4377887a2e2264bed1bd_142)] [added: Summary](#i32e43194fb3d427d895b330e34fe7502_142)] | | | [removed: [69](#i4bbf6e4969af4377887a2e2264bed1bd_142)] [added: [76](#i32e43194fb3d427d895b330e34fe7502_142)] | | |

| [removed: [Signatures](#i4bbf6e4969af4377887a2e2264bed1bd_145)] [added: [Signatures](#i32e43194fb3d427d895b330e34fe7502_145)] | | | | | | [removed: [70](#i4bbf6e4969af4377887a2e2264bed1bd_145)] [added: [77](#i32e43194fb3d427d895b330e34fe7502_145)] | | |

- Our expectations regarding [removed: increased expenses for higher wages] [added: the implementation] and [removed: bonuses paid to associates,] [added: impact of wage investments, enhanced safety and working conditions, and other workforce investments and goals, and increases in wage expenses,] including increases in [removed: the] minimum [removed: wage] [added: wages] by [removed: States] [added: federal, states] and localities, [removed: potential federal legislation increasing the minimum wage,] and a potential increase in the minimum salary for exempt store managers;

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

- Our anticipated [added: net] sales, comparable store net sales, net sales growth, gross profit margin, costs of goods sold (including product mix), shrink rates, earnings and earnings growth, inventory levels, selling, general and administrative and other fixed costs, and our ability to leverage those costs;

- The expected and possible outcome, costs, and impact of pending or potential litigation, arbitrations, other legal proceedings or governmental investigations, including [removed: (a) U.S. Food and Drug Administration (“FDA”)] proceedings arising out of or relating to [removed: the inspection of our] [added: issues associated with Family Dollar’s] West Memphis, Arkansas [removed: Family Dollar] distribution [removed: center (“Arkansas FDA Matter”) and the retail product recall we initiated in February 2022 in connection with the Arkansas FDA Matter, (b) a proposed consolidated class action complaint filed against Family Dollar pertaining to the circumstances underlying the Arkansas FDA Matter,] [added: center, our plans regarding these matters,] and [removed: (c)] the [removed: federal grand jury subpoena and related U.S. Department] [added: availability] of [removed: Justice investigation relating to issues associated] [added: indemnification or insurance] with [removed: our West Memphis, Arkansas Family Dollar distribution center;][added: respect to such matters;]

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

- Our cash [removed: needs, including] [added: needs and estimated capital expenditures,] our [added: expectations regarding our uses of cash and proceeds of our commercial paper program, and our] ability to fund our future capital expenditures, working capital [removed: requirements] [added: requirements, repayment of indebtedness] and repurchases of common stock under our repurchase program, and our expectations regarding potential increases in interest rates and the effect on our revolving credit facility;

- Our expectations regarding the [removed: construction] [added: implementation and impact] of [added: investments in supply chain, distribution facilities, trucking fleet and transportation management systems, and store delivery and equipment, including] new distribution 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, limitations on the availability of certain fixtures and equipment, and [removed: construction,] [added: inspection,] permitting and [removed: inspection] [added: contractor] delays related to new store [removed: openings;][added: openings and renovations of existing stores;]

- Our expectations regarding [removed: competition] [added: competition, our market] and our potential for long-term growth;

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

Risk [removed: Factors](#i4bbf6e4969af4377887a2e2264bed1bd_19),”] [added: Factors](#i32e43194fb3d427d895b330e34fe7502_19),”] “[Item 7.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

| | | |

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

| ☐ | | |

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| | | |

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

| ☐ | | |

| Item 1C. | | | [Cybersecurity](#i32e43194fb3d427d895b330e34fe7502_1230) | | | [22](#i32e43194fb3d427d895b330e34fe7502_1230) | | |

- Our merchandising plans and initiatives and related impacts, including those regarding product and brand assortment, merchandisable space and store layout, cooler and freezer expansions, private brand products and planogram and category resets in the Family Dollar segment, multi-price assortments in the Dollar Tree segment, and our ability to adjust pricing;

- Our plans to add, renovate and remodel stores, including our plans relating to emerging store formats such as H2.5, rural and XSB formats for Family Dollar stores as discussed under “[Item 1](#i32e43194fb3d427d895b330e34fe7502_16)[.](#i32e43194fb3d427d895b330e34fe7502_16) [](#i32e43194fb3d427d895b330e34fe7502_16)[Business](#i32e43194fb3d427d895b330e34fe7502_16),” and our expectations regarding store standards and operations, efficiency initiatives, selling square footage and the performance of those formats;

- Our customer’s response to our product offerings, value and shopping experience;

- Our expectations regarding the implementation and impact of investments in our technology infrastructure, our information security and cybersecurity plans, policies and procedures, and the design and implementation of internal controls around our technology transformation;

- Our plans to close, relocate or re-banner stores as a result of our store portfolio optimization review;

- Our expectations regarding cost increases in fiscal 2024, shrink and other factors affecting our profitability;

- Our expectations related to environmental, social and governance matters;

- The uncertainty of the impact of the COVID-19 pandemic on our business and results of operations, including uncertainties surrounding disruptions in our supply chain or sources of supply;

- Our expectations regarding import and domestic freight costs and fuel costs in 2023;

- Our plans to renovate existing Family Dollar stores and build new stores in the H2 store format, 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 Combo Store format;

- The impact of trade relations between the United States and China, including the effect of Section 301 tariffs on Chinese goods imposed by the United 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 China;

- The average size and suitability of our retail stores to be added in 2023;

Risk Management and Strategy

We understand the importance of cybersecurity in maintaining the confidentiality, integrity, and availability of our systems and data.

Our business operations leverage information technology infrastructure and third-party vendors and systems which makes us susceptible to various cyber threats.

We have implemented a comprehensive cybersecurity risk management program to mitigate these risks and safeguard our assets.

We have measures in place to prevent, detect, and manage material risks from unauthorized access to our electronic information systems.

These include various controls, technologies, and processes that protect confidential, proprietary, business and personal information that we collect, process, store, and transmit as part of our business operation.

We also consider cybersecurity, along with other business risks, within our enterprise risk management framework.

Our assessment, identification and management of cybersecurity and data privacy risks are reported as part of our regular enterprise risk assessments, security audits and risk management programs.

In addition, we leverage recognized consulting firms to conduct application security and penetration testing assessments annually.

We also require employees with access to information systems, including all corporate employees, to undertake cybersecurity training and compliance programs annually.

Our cybersecurity program utilizes the National Institute of Standards and Technology framework along with risk-based analysis and judgment, to choose the most effective security controls to address potential risks.

We consider various factors such as likelihood and severity of risk, impact on our organization and others if a risk materializes, feasibility and cost of controls, and the effects of controls on our operations and others.

Because we rely on third-party providers and platforms for many of our computer and technology systems and support, we use a variety of processes and tools to address cybersecurity threats related to the use of third-party technology and services, including pre-acquisition diligence, imposition of contractual obligations, and performance monitoring.

As a part of our monitoring, we regularly obtain System Organization and Control Reports (SOC Reports) for key third-party financial systems.

As part of our overall strategic initiatives, we have made significant investments in internal and external resources to support and enhance our technology infrastructure over the next several years.

As part of this technology transformation, we plan to continue growing our information security team, enhance our cyber response plan and data privacy policies and evolve our procedures around third-party risk management.

No material cybersecurity incidents occurred in fiscal 2023, but future incidents cannot be predicted.

Additionally, in “[Item 1A.

Risk Factors](#i32e43194fb3d427d895b330e34fe7502_19)” under the heading “Cybersecurity and Technology Risks,” forward-looking cybersecurity threats that could have a material impact on our business are discussed.

Those sections of Item 1A should be read in conjunction with this Item 1C.

Although we have operational safeguards in place, we still face significant risks from cybersecurity threats, as the number of cyberattacks targeting retailers and corporate networks grows, and the volume, intensity and sophistication of attempted attacks, intrusions, and threats from around the world increase daily.

We (and third parties upon whom we rely) may be unable to implement security controls fully, continuously, and effectively as intended.

As described above, we utilize a risk-based approach that focuses on proactively preventing security risks followed by prompt detection and containment of risks identified.

Security controls, no matter how well designed or implemented, may only mitigate, and not fully eliminate risks.

In addition, events, when detected by security tools or third parties, may not always be immediately understood or acted upon.

If our technology systems, networks, or information are compromised by malicious software, ransomware, or other cyberattacks, we could lose critical data or confidential information of our customers, vendors or associates, experience disruptions in our ability to distribute and sell merchandise and manage inventories, incur substantial remediation costs and/or become subject to negative publicity, costly government actions or litigation.

Notwithstanding the deliberate approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.

Governance

Our Audit Committee, which includes a member with cybersecurity experience, oversees our management of risks relating to information security and data privacy.

At least semiannually, the Audit Committee is responsible for reviewing and discussing our risk exposures related to information security and data privacy with management.

These management updates are designed to inform the Audit Committee of any potential risks relating to information security or data privacy and any relevant mitigation or remediation tactics being implemented.

In addition, as part of our regular enterprise risk management assessments, cybersecurity risks are reported to and assessed by the Enterprise Risk Committee, comprised of senior leadership from key business functions.

To more effectively prevent, detect and respond to information security threats, we have a dedicated Chief Information Security Officer (“CISO”) whose team is responsible for our overall information security, cyber risk, and business continuity.

The CISO brings over 25 years of extensive experience in information technology and information security and serves as the designated executive leader for cyber or data-related incident response activities.

Our CISO’s experience includes leading cybersecurity programs for Fortune 100 companies.

In addition to the CISO, the Chief Information Officer and Chief Legal Officer are responsible for overseeing risks related to cybersecurity and data privacy.

Our Chief Information Officer’s experience includes more than 25 years of leading all information technology strategies and operations and oversight of IT systems for various Fortune 100 companies, and our Legal Department has personnel specializing in data privacy and cybersecurity who assist our team in assessing and managing cybersecurity risks.

We have a Cybersecurity Incident Response Plan that is integrated into our crisis management program.

The plan provides protocols for evaluating and responding to cybersecurity incidents, including incident disclosure and reporting, notification to senior management and relevant committees, and meeting external reporting obligations.

As of [removed: January 28, 2023,] [added: February 3, 2024,] we operated [removed: 16,096] [added: 16,526] stores across the contiguous United States and the District of Columbia and operated [removed: 244] [added: 248] stores within five Canadian provinces.

The Dollar Tree segment includes [removed: 8,134] [added: 8,415] 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: 8,206] [added: 8,359] 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 [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022,] [added: 28, 2023,] see “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43)”] [added: Operations](#i32e43194fb3d427d895b330e34fe7502_43)”] under the caption “Overview.”

As of [removed: January 28, 2023,] [added: February 3, 2024,] we operated 25 distribution centers [added: in the United States] occupying a total of 23.2 million square feet, 15 of which are primarily dedicated to serving our Dollar Tree stores and ten [removed: distribution centers primarily] [added: of which] serve our Family Dollar stores.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4bbf6e4969af4377887a2e2264bed1bd_43)”] [added: Operations](#i32e43194fb3d427d895b330e34fe7502_43)”] under the caption “Funding Requirements.”

Each of our distribution centers use advanced material handling equipment, warehouse management systems, and radio frequency to track our inventory and ensure efficient operations.

Significant investments are underway to improve climate control conditions in our distribution centers.

We expect future distribution centers to be built with the capability to service both Dollar Tree and Family Dollar stores.

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

Our Combo Stores receive shipments from both Dollar Tree and Family Dollar distribution centers.

Each of our distribution centers contains advanced materials handling technologies, including radio-frequency inventory tracking equipment and specialized information systems.

Our common stock is traded on The Nasdaq Global Select Market® under the symbol “DLTR.” As of March [removed: 3, 2023,] [added: 18, 2024,] we had [removed: 2,125] [added: 2,045] shareholders of record.

[removed: During fiscal 2022, fiscal 2021 and fiscal 2020, we] [added: We] repurchased [removed: 4,613,696, 9,156,898] [added: 3,905,599, 4,613,696] and [removed: 3,982,478] [added: 9,156,898] shares of common [removed: stock, respectively,] [added: stock] on the open market at a [removed: total] cost of [removed: $647.5] [added: $504.3] million, [added: $647.5 million and] $950.0 million [added: in fiscal 2023, fiscal 2022] and [removed: $400.0 million,] [added: fiscal 2021,] respectively.

As of [removed: January 28, 2023,] [added: February 3, 2024,] we had [removed: $1.85] [added: $1.35] billion remaining under our [added: existing $2.5 billion] Board repurchase authorization.

We do not anticipate paying cash dividends on our common stock in [removed: the foreseeable future.][added: fiscal 2024.]

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 [removed: January 28, 2023,] [added: February 3, 2024,] compared with the cumulative total returns of the S&P 500 Index and the S&P 500 [removed: Retailing] [added: Consumer Discretionary Distribution & Retail] Index.

The comparison assumes that $100 was invested in our common stock [removed: on February 3, 2018, and,] [added: and] in each of the foregoing indices [added: at the market close] on [added: the last trading day of the fiscal year ended] February [removed: 3, 2018,] [added: 2, 2019,] and that dividends were reinvested.

[removed: ][added: ]

| | | | February [removed: 3, 2018 | | | February] 2, 2019 | | | February 1, 2020 | | | January 30, 2021 | | | January 29, 2022 | | | January 28, 2023 | | | [added: February 3, 2024 | | |]

We periodically repurchase shares of our common stock under share repurchase programs authorized by our Board of Directors.

Under the existing Board repurchase authorization, we may repurchase up to $2.5 billion of our common stock in open market or privately negotiated transactions with financial institutions.

The fiscal 2023 share repurchases occurred prior to the fourth quarter and the cost incurred includes the applicable excise tax.

| Dollar Tree, Inc. | | | $ | 100.00 | | $ | 90.05 | | $ | 105.14 | | $ | 132.89 | | $ | 155.52 | | $ | 143.46 | |

| S&P 500 Index | | | 100.00 | | | 121.68 | | | 142.67 | | | 175.90 | | | 161.45 | | | 195.06 | | |

| S&P 500 Consumer Discretionary Distribution & Retail Index | | | 100.00 | | | 117.54 | | | 166.19 | | | 180.56 | | | 147.66 | | | 190.67 | | |

The fiscal 2022 share repurchases occurred prior to the fourth quarter.

| 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 | | |

INDEX TO [added: THE] CONSOLIDATED FINANCIAL STATEMENTS

| [Report of Independent Registered Public Accounting [removed: Firm](#i4bbf6e4969af4377887a2e2264bed1bd_52)] [added: Firm](#i32e43194fb3d427d895b330e34fe7502_52)] (PCAOB ID: 185) | | | [removed: [37](#i4bbf6e4969af4377887a2e2264bed1bd_52)] [added: [40](#i32e43194fb3d427d895b330e34fe7502_52)] | | |

[removed: | [Consolidated Income Statements](#i4bbf6e4969af4377887a2e2264bed1bd_55) | | | [39](#i4bbf6e4969af4377887a2e2264bed1bd_55) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

| [Consolidated Statements of Comprehensive [removed: Income](#i4bbf6e4969af4377887a2e2264bed1bd_58)] [added: Income (Loss)](#i32e43194fb3d427d895b330e34fe7502_58)] | | | [removed: [40](#i4bbf6e4969af4377887a2e2264bed1bd_58)] [added: [43](#i32e43194fb3d427d895b330e34fe7502_58)] | | |

| [Consolidated Balance [removed: Sheets](#i4bbf6e4969af4377887a2e2264bed1bd_61)] [added: Sheets](#i32e43194fb3d427d895b330e34fe7502_61)] | | | [removed: [41](#i4bbf6e4969af4377887a2e2264bed1bd_61)] [added: [44](#i32e43194fb3d427d895b330e34fe7502_61)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i4bbf6e4969af4377887a2e2264bed1bd_64)] [added: Equity](#i32e43194fb3d427d895b330e34fe7502_64)] | | | [removed: [42](#i4bbf6e4969af4377887a2e2264bed1bd_64)] [added: [45](#i32e43194fb3d427d895b330e34fe7502_64)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i4bbf6e4969af4377887a2e2264bed1bd_67)] [added: Flows](#i32e43194fb3d427d895b330e34fe7502_67)] | | | [removed: [43](#i4bbf6e4969af4377887a2e2264bed1bd_67)] [added: [46](#i32e43194fb3d427d895b330e34fe7502_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4bbf6e4969af4377887a2e2264bed1bd_70)] [added: Statements](#i32e43194fb3d427d895b330e34fe7502_70)] | | | [removed: [44](#i4bbf6e4969af4377887a2e2264bed1bd_70)] [added: [47](#i32e43194fb3d427d895b330e34fe7502_70)] | | |

[removed: | [Note 1] [added: Note 2] - Summary of Significant Accounting [removed: Policies](#i4bbf6e4969af4377887a2e2264bed1bd_73) | | | [44](#i4bbf6e4969af4377887a2e2264bed1bd_73) | | |][added: Policies]

[removed: | [Note 2] [added: Note 3] - Supplemental Balance Sheet [removed: Information](#i4bbf6e4969af4377887a2e2264bed1bd_76) | | | [48](#i4bbf6e4969af4377887a2e2264bed1bd_76) | | |][added: Information]

[removed: | [Note 3] [added: Note 4] - Income [removed: Taxes](#i4bbf6e4969af4377887a2e2264bed1bd_79) | | | [49](#i4bbf6e4969af4377887a2e2264bed1bd_79) | | |][added: Taxes]

| [removed: [Note 4 -] Commitments and [removed: Contingencies](#i4bbf6e4969af4377887a2e2264bed1bd_82)] [added: contingencies (Note 5)] | | | [removed: [51](#i4bbf6e4969af4377887a2e2264bed1bd_82)] | | | [added: | | | | | | | | |]

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

[removed: | [Note 6] [added: Note 7] - [removed: Leases](#i4bbf6e4969af4377887a2e2264bed1bd_88) | | | [55](#i4bbf6e4969af4377887a2e2264bed1bd_88) | | |][added: Leases]

[removed: | [Note 7] [added: Note 8] - Fair Value [removed: Measurements](#i4bbf6e4969af4377887a2e2264bed1bd_91) | | | [56](#i4bbf6e4969af4377887a2e2264bed1bd_91) | | |][added: Measurements]

[removed: | [Note 8] [added: Note 9] - Shareholders’ [removed: Equity](#i4bbf6e4969af4377887a2e2264bed1bd_94) | | | [57](#i4bbf6e4969af4377887a2e2264bed1bd_94) | | |][added: Equity]

[removed: | [Note 9 -] [added: Note 12 –] Employee Benefit [removed: Plans](#i4bbf6e4969af4377887a2e2264bed1bd_97) | | | [57](#i4bbf6e4969af4377887a2e2264bed1bd_97) | | |][added: Plan]

| [Note 10 - Stock-Based Compensation [removed: Plans](#i4bbf6e4969af4377887a2e2264bed1bd_100)] [added: Plans](#i32e43194fb3d427d895b330e34fe7502_100)] | | | [removed: [58](#i4bbf6e4969af4377887a2e2264bed1bd_100)] [added: [62](#i32e43194fb3d427d895b330e34fe7502_100)] | | |

| [Note [removed: 11] [added: 13] - Segments and Disaggregated [removed: Revenue](#i4bbf6e4969af4377887a2e2264bed1bd_103)] [added: Revenue](#i32e43194fb3d427d895b330e34fe7502_103)] | | | [removed: [60](#i4bbf6e4969af4377887a2e2264bed1bd_103)] [added: [65](#i32e43194fb3d427d895b330e34fe7502_103)] | | |

We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. and subsidiaries (the Company) as of [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022,] [added: 28, 2023,] the related consolidated [removed: income statements,] statements of [added: operations,] comprehensive [removed: income,] [added: income (loss),] shareholders’ equity, and cash flows for each of the years in the three‑year period ended [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022,] [added: 28, 2023,] and the results of its operations and its cash flows for each of the years in the three‑year period ended [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023,] [added: February 3, 2024,] 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: 10, 2023] [added: 20, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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

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

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

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

As discussed in Note [removed: 1] [added: 2] to the consolidated financial statements, the Company considers actuarial assumptions to estimate its [removed: self‑insurance] [added: self-insurance] liability.

As of [removed: January 28, 2023,] [added: February 3, 2024,] the Company recorded an estimated liability of [removed: $318] [added: $363.5] million.

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

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

CONSOLIDATED [removed: INCOME STATEMENTS][added: STATEMENTS OF OPERATIONS]

| (in millions, except per share data) | | | | | | [removed: 2023] [added: February 3, 2024] | | | | | | [removed: 2022] [added: January 28, 2023] | | | | | | [removed: 2021] [added: January 29, 2022] | | |

| Net sales | | | | | | $ | [removed: 28,318.2] [added: 30,581.6] | | | | | $ | [removed: 26,309.8] [added: 28,318.2] | | | | | $ | [removed: 25,508.4] [added: 26,309.8] | |

| Other revenue | | | | | | [removed: 13.5] [added: 22.2] | | | | | | [removed: 11.4] [added: 13.5] | | | | | | [removed: 0.9] [added: 11.4] | | |

| Total revenue | | | | | | [removed: 28,331.7] [added: 30,603.8] | | | | | | [removed: 26,321.2] [added: 28,331.7] | | | | | | [removed: 25,509.3] [added: 26,321.2] | | |

| Cost of sales | | | | | | [removed: 19,396.3] [added: 21,272.0] | | | | | | [removed: 18,583.9] [added: 19,396.3] | | | | | | [removed: 17,721.0] [added: 18,583.9] | | |

| Selling, general and administrative expenses | | | | | | [removed: 6,699.1] [added: 10,213.6] | | | | | | [removed: 5,925.9] [added: 6,699.1] | | | | | | [removed: 5,900.4] [added: 5,925.9] | | |

| Operating income [added: (loss)] | | | | | | [removed: 2,236.3] [added: (881.8)] | | | | | | [removed: 1,811.4] [added: 2,236.3] | | | | | | [removed: 1,887.9] [added: 1,811.4] | | |

| Interest expense, net | | | | | | [removed: 125.3] [added: 106.8] | | | | | | [removed: 178.9] [added: 125.3] | | | | | | [removed: 147.3] [added: 178.9] | | |

| Other expense, net | | | | | | [removed: 0.4] [added: 0.1] | | | | | | [removed: 0.3] [added: 0.4] | | | | | | [removed: 0.8] [added: 0.3] | | |

| [Consolidated Statements of Operations](#i32e43194fb3d427d895b330e34fe7502_55) | | | [42](#i32e43194fb3d427d895b330e34fe7502_55) | | |

| [Note 1 - Description of Business and Basis of Presentation](#i32e43194fb3d427d895b330e34fe7502_73) | | | [47](#i32e43194fb3d427d895b330e34fe7502_73) | | |

| [Note 6 - Short-Term Borrowings and Long-Term Debt](#i32e43194fb3d427d895b330e34fe7502_85) | | | [57](#i32e43194fb3d427d895b330e34fe7502_85) | | |

| [Note 11 - Net Income (Loss) Per Share](#i32e43194fb3d427d895b330e34fe7502_1520) | | | [65](#i32e43194fb3d427d895b330e34fe7502_1520) | | |

| [Note 14 - Supply Chain Finance Program](#i32e43194fb3d427d895b330e34fe7502_1255) | | | [67](#i32e43194fb3d427d895b330e34fe7502_1255) | | |

| [Note 15 - Goodwill and Nonamortizing Intangible Assets](#i32e43194fb3d427d895b330e34fe7502_1245) | | | [68](#i32e43194fb3d427d895b330e34fe7502_1245) | | |

| [Note 16 - Store Portfolio Optimization Review](#i32e43194fb3d427d895b330e34fe7502_1465) | | | [68](#i32e43194fb3d427d895b330e34fe7502_1465) | | |

*Trade name intangible asset and goodwill impairment*

As discussed in Notes 2 and 15 to the consolidated financial statements, the Company performs trade name intangible asset and goodwill impairment testing on an annual basis and when events and changes in circumstances indicate possible impairment of these assets.

To estimate the fair value of the Family Dollar trade name intangible asset (Family Dollar trade name), the Company uses the relief-from-royalty method.

To estimate the fair value of the Family Dollar reporting unit for its impairment testing of goodwill (Family Dollar goodwill), the Company uses a combination of a market multiple method and a discounted cash flow method.

The impairment charges for the year ended February 3, 2024 were $950.0 million for the Family Dollar trade name and $1,069.0 million for the Family Dollar goodwill.

We identified the evaluation of the Company’s impairment testing of the Family Dollar trade name and goodwill as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the key assumptions used to estimate the fair value of the Family Dollar trade name, specifically the revenue growth rates, discount rate, and company-specific royalty rate, as well as the fair value of the Family Dollar reporting unit, specifically the revenue growth rates and discount rate.

Minor changes to these assumptions could have had a significant effect on the fair values determined and the resulting assessment of the carrying value of the Family Dollar trade name and goodwill.

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

We evaluated the design and tested the operating effectiveness of certain internal controls over the goodwill and intangible asset impairment process, including controls related to the determination and development of the identified assumptions.

We assessed the Company’s ability to forecast by comparing the Company’s historical forecasts to actual results.

We evaluated the revenue growth rates by comparing them to historical results and performing sensitivity analyses.

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

- evaluating the revenue growth rates by comparing them to publicly available market data for comparable companies

- assessing the discount rates by comparing them to a range of discount rates developed using publicly available market data for comparable companies

- assessing the company-specific royalty rate by comparing it to publicly available market data for comparable licensing agreements.

Virginia Beach, Virginia

March 20, 2024

| Selling, general and administrative expenses, excluding Goodwill impairment | | | | | | 9,144.6 | | | | | | 6,699.1 | | | | | | 5,925.9 | | |

| Goodwill impairment | | | | | | 1,069.0 | | | | | | — | | | | | | — | | |

| Basic net income (loss) per share of common stock | | | | | | $ | (4.55) | | | | | $ | 7.24 | | | | | $ | 5.83 | |

| Diluted net income (loss) per share of common stock | | | | | | $ | (4.55) | | | | | $ | 7.21 | | | | | $ | 5.80 | |

| Weighted average common shares outstanding: | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 219.5 | | | | | | 223.2 | | | | | | 227.9 | | |

| Diluted | | | | | | 219.5 | | | | | | 224.1 | | | | | | 229.0 | | |

| Net income (loss) | | | | | | $ | (998.4) | | | | | $ | 1,615.4 | | | | | $ | 1,327.9 | |

| Repurchase of stock | | | | | | (3.9) | | | | | | — | | | | | | (500.0) | | | | | | — | | | | | | — | | | | | | (500.0) | | |

| Excise tax on repurchase of stock | | | | | | — | | | | | | — | | | | | | (4.3) | | | | | | — | | | | | | — | | | | | | (4.3) | | |

| Balance at February 3, 2024 | | | | | | 217.9 | | | | | | $ | 2.2 | | | | | $ | 229.9 | | | | | $ | (43.6) | | | | | $ | 7,124.6 | | | | | $ | 7,313.1 | |

| Net income (loss) | | | | | | $ | (998.4) | | | | | $ | 1,615.4 | | | | | $ | 1,327.9 | |

| Goodwill impairment | | | | | | 1,069.0 | | | | | | — | | | | | | — | | |

| Impairments, excluding goodwill | | | | | | 1,461.5 | | | | | | 40.0 | | | | | | 4.4 | | |

| Proceeds from commercial paper notes | | | | | | 1,067.9 | | | | | | — | | | | | | — | | |

| | | | | | |

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

Norfolk, Virginia

March 10, 2023

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

| Balance at February 1, 2020 | | | | | | 236.7 | | | | | | $ | 2.4 | | | | | $ | 2,454.4 | | | | | $ | (39.8) | | | | | $ | 3,837.8 | | | | | $ | 6,254.8 | |

| Repurchase of stock | | | | | | (4.0) | | | | | | (0.1) | | | | | | (399.9) | | | | | | — | | | | | | — | | | | | | (400.0) | | |

Below are those accounting policies that we consider to be significant.

Segment Information

Our operations are conducted in two reporting business segments: Dollar Tree and Family Dollar.

We define our segments as those operations whose results our chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources.

The Dollar Tree segment is the leading operator of discount variety stores offering merchandise predominantly at the fixed price point of $1.25.

The Dollar Tree segment includes our operations under the “Dollar Tree” and “Dollar Tree Canada” brands, 15 distribution centers in the United States and two distribution centers in Canada.

The Family Dollar segment operates a chain of general merchandise retail discount stores providing consumers with a selection of competitively-priced merchandise in convenient neighborhood stores.

The Family Dollar segment consists of our operations under the “Family Dollar” brand and ten distribution centers.

Refer to [Note 11](#i4bbf6e4969af4377887a2e2264bed1bd_103) for additional information regarding our operating segments.

Gains and losses from foreign currency transactions, which are included in “Other expense, net” have not been significant.

Leasehold improvements are amortized over the shorter of the estimated useful lives of the respective assets or the related lease terms.

Costs incurred related to software developed for internal use are capitalized and amortized, generally over three years.

lowering the operating lease expense.

Purchased leases with terms which were either favorable or unfavorable as compared to prevailing market rates at the date of acquisition are amortized over the remaining lease terms, including, in some cases, an assumed renewal.

Amortization expense, net of $29.9 million, $38.5 million and $48.1 million was recognized in “Selling, general and administrative expenses” in 2022, 2021 and 2020, respectively, related to these lease rights.

Our annual impairment evaluation of the Family Dollar trade name did not result in impairment charges during fiscal 2022, 2021 or 2020.

We recognize sales revenue, net of estimated returns and sales tax, at the time the customer tenders payment for and takes control of the merchandise.

Taxes Collected

We report taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions (i.e., sales tax) on a net (excluded from revenue) basis.

We expense advertising costs as they are incurred and they are included in “Selling, general and administrative expenses” within the accompanying consolidated income statements.

We recognize expense for all share-based payments to employees and non-employee directors based on their fair values.

We account for forfeitures when they occur.

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

| Non-deductible executive compensation | | | | | | 0.7 | | | | | | 0.4 | | | | | | 0.4 | | |

| State tax reserve release | | | | | | (0.3) | | | | | | (0.4) | | | | | | (0.5) | | |

| Incremental tax expense (benefit) of exercises/vesting of equity-based compensation | | | | | | (0.6) | | | | | | (0.5) | | | | | | 0.2 | | |

| Change in valuation allowance | | | | | | (0.3) | | | | | | — | | | | | | — | | |

Foreign Taxes

United States income taxes have not been provided on accumulated but undistributed earnings of our foreign subsidiaries as we intend to permanently reinvest earnings.

We do not consider the tax on the mandatory deemed repatriation of undistributed foreign earnings and profits to be material.

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

Since January 29, 2022, the valuation allowance has been decreased to reflect state credits and net operating losses expected to be utilized over the carryforward period.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 [removed: (Exchange Act)] [added: (“Exchange Act”)] is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023,] [added: February 3, 2024,] our internal control over financial reporting is effective.

There [removed: were] [added: have been] no changes in our internal control over financial reporting [removed: that occurred] during [removed: our most recently completed] [added: the] fiscal quarter [added: ended February 3, 2024] that [added: have] materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited Dollar Tree, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022,] [added: 28, 2023,] the related consolidated [removed: income statements,] statements of [added: operations,] comprehensive [removed: income,] [added: income (loss),] shareholders’ equity, and cash flows for each of the years in the three‑year period ended [removed: January 28, 2023,] [added: February 3, 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 10, 2023] [added: 20, 2024] expressed an unqualified opinion on those consolidated financial statements.

We are undergoing a multi-year technology transformation which includes updating our core merchandise, warehouse management, point-of-sale, and human capital management systems.

These updates are expected to continue over the next few years and management will continue to evaluate the design and implementation of our internal controls over financial reporting as the transformation continues.

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

Virginia Beach, Virginia

March 20, 2024

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

Norfolk, Virginia

March 10, 2023

Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications

During the fiscal quarter ended February 3, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

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.

The information concerning our [removed: Directors] [added: directors] and [removed: Executive Officers] [added: executive officers] required by this Item is incorporated by reference to Dollar Tree, Inc.’s Proxy Statement relating to our [removed: 2023] [added: 2024] Annual Meeting (“Proxy Statement”), under the captions [removed: “Director Biographies”] [added: “Biographies of Director Nominees”] and [removed: “Executive] [added: “Information about our Executive] Officers.”

The information concerning our audit committee and audit committee financial experts required by this Item is incorporated herein by reference to the Proxy Statement, under the caption [removed: “The Board] [added: “Corporate Governance] and [removed: Its Committees.”][added: Our Board.”]

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

The following table summarizes information regarding shares issuable as of [removed: January 28, 2023,] [added: February 3, 2024,] under our equity compensation plans, including the number of shares of common stock subject to options, restricted stock units, deferred shares and other rights granted to employees 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](#i4bbf6e4969af4377887a2e2264bed1bd_100)] [added: 10](#i32e43194fb3d427d895b330e34fe7502_100)] to our consolidated financial statements.

(a)Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of [removed: January 28, 2023.][added: February 3, 2024.]

(b)Not included in the calculation of weighted-average exercise price are (i) [removed: 1,192,291] [added: 999,563] restricted stock units and (ii) [removed: 37,273] [added: 35,925] director deferred shares.

(c)The [removed: 8,696,011] [added: 7,478,960] shares remaining available for future issuance under our equity-based plans approved by security holders includes [removed: 5,799,159] [added: 5,065,680] shares remaining under our 2021 Omnibus Incentive [removed: Plan, 2,507,678] [added: Plan and 2,413,280] shares remaining under our 2015 Employee Stock Purchase [removed: Plan and 389,174 shares remaining under our 2013 Director Deferred Compensation] Plan.

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

The amount shown in the table does not include [removed: 13,575] [added: 12,368] shares to be issued upon the exercise of options with a weighted-average exercise price of [removed: $77.06] [added: $77.01] 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 | | | | | | 1,130,635 | | | | | | $ | 134.52 | | | | | 7,478,960 | | |

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

Effective June 30, 2023, the 2013 Director Deferred Compensation Plan expired.

All amounts deferred by directors under the plan on or before June 30, 2023 continue to be administered in accordance with the terms of the plan and applicable deferral elections.

Effective July 1, 2023, our directors are permitted to defer all or a portion of fees earned for their service as a director under our Non-Employee Director Deferred Compensation Program, which operates in conjunction with, and under the authority of, the 2021 Omnibus Incentive Plan.

| Plans approved by security holders1 | | | | | | 1,240,339 | | | | | | $ | 108.38 | | | | | 8,696,011 | | |

Reference is made to the Index to the Consolidated Financial Statements set forth under Part II, [Item [removed: 8](#i4bbf6e4969af4377887a2e2264bed1bd_49)] [added: 8](#i32e43194fb3d427d895b330e34fe7502_49)] of this Form 10-K.

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are not applicable, or the information is included in the [removed: Consolidated Financial Statements,] [added: consolidated financial statements] and [added: notes thereto, and] therefore have been omitted.

| 3.2 | | | | | | [Amended and Restated By-Laws of Dollar Tree, Inc., effective [removed: January 30, 2023](http://www.sec.gov/Archives/edgar/data/935703/000093570323000007/ex31amendedandrestatedby-l.htm)] [added: September 19, 2023](http://www.sec.gov/Archives/edgar/data/935703/000093570323000057/ex31amendedandrestatedby.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: 1/31/2023] [added: 9/20/2023] | | | | | | | | |

| [removed: 3.3] [added: 97.1] | | | | | | [removed: [Amended and Restated By-Laws of Dollar] [added: [Dollar] Tree, [removed: Inc., effective June 13, 2023](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex33.htm)] [added: Inc. Clawback Policy](https://www.sec.gov/Archives/edgar/data/935703/000093570324000011/dltr-2024x02x03x10kxex97.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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

| 10.12.3 | | | * | | | [Amendment to the Dollar Tree, Inc. 2013 Director Deferred Compensation Plan, effective March 8, [removed: 2023](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10123.htm)] [added: 2023](http://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10123.htm)] | | | | | | [added: 10-K] | | | | | | [added: 10.12.3] | | | | | | [added: 3/10/2023] | | | | | | [removed: X] | | |

| 10.15.2 | | | * | | | [First Amendment to the Dollar Tree, Inc. 2021 Omnibus Incentive Plan, effective November 29, [removed: 2022](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10152.htm)] [added: 2022](http://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10152.htm)] | | | | | | [added: 10-K] | | | | | | [added: 10.15.2] | | | | | | [added: 3/10/2023] | | | | | | [removed: X] | | |

| 10.25.2 | | | * | | | [Amendment to Executive Agreement, dated January 25, 2023, [removed: 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] [added: by 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 | | | | | | | | |

| 10.29 | | | * | | | [Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex1029.htm)] [added: Plan (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/935703/000093570323000031/dltr-2023x04x29x10qxex101.htm)] | | | | | | [added: 10-Q] | | | | | | [added: 10.1] | | | | | | [added: 5/25/2023] | | | | | | [removed: X] | | |

| 10.30 | | | * | | | [Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex1030.htm)] [added: Plan (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/935703/000093570323000031/dltr-2023x04x29x10qxex102.htm)] | | | | | | [added: 10-Q] | | | | | | [added: 10.2] | | | | | | [added: 5/25/2023] | | | | | | [removed: X] | | |

| 10.31 | | | * | | | [Form of Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex1031.htm)] [added: Plan (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/935703/000093570323000031/dltr-2023x04x29x10qxex103.htm)] | | | | | | [added: 10-Q] | | | | | | [added: 10.3] | | | | | | [added: 5/25/2023] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/935703/000093570324000011/dltr-2024x02x03x10kxex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/935703/000093570324000011/dltr-2024x02x03x10kxex231.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/935703/000093570323000016/dltr-2023x01x28x10kxex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570324000011/dltr-2024x02x03x10kxex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570324000011/dltr-2024x02x03x10kxex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570324000011/dltr-2024x02x03x10kxex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570324000011/dltr-2024x02x03x10kxex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 101 | | | | | | The following financial statements from our Form 10-K for the fiscal year ended [removed: January 28, 2023,] [added: February 3, 2024,] formatted in Inline XBRL: (i) Consolidated [removed: Income Statements,] [added: Statements of Operations,] (ii) Consolidated Statements of Comprehensive [removed: Income,] [added: Income (Loss),] (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 104 | | | | | | The cover page from our Form 10-K for the fiscal year ended [removed: January 28, 2023,] [added: February 3, 2024,] formatted in Inline XBRL and contained in Exhibit 101 | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

| 10.32 | | | * | | | [Non-Employee Director Deferred Compensation Program, effective July 1, 2023](http://www.sec.gov/Archives/edgar/data/935703/000093570323000050/ex101non-employeedirecto.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 8/24/2023 | | | | | | | | |

| 10.33 | | | | | | [Form of Commercial Paper Dealer Agreement between](http://www.sec.gov/Archives/edgar/data/935703/000093570323000040/ex101formofcommercialpaper.htm) [Dollar Tree, Inc.](http://www.sec.gov/Archives/edgar/data/935703/000093570323000040/ex101formofcommercialpaper.htm)[, as issuer, and the applicable Dealer party thereto](http://www.sec.gov/Archives/edgar/data/935703/000093570323000040/ex101formofcommercialpaper.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 7/7/2023 | | | | | | | | |

| 24.1 | | | | | | [P](#i32e43194fb3d427d895b330e34fe7502_145)[ower of Attorney (included on the signature page hereto)](#i32e43194fb3d427d895b330e34fe7502_145) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

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

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

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

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

| March [removed: 10, 2023] [added: 20, 2024] | | | | | | By: /s/ Richard W. Dreiling | | |

| March [removed: 10, 2023] [added: 20, 2024] | | | | | | By: /s/ Jeffrey A. Davis | | |

| | | | | | | Senior Vice President - Chief Accounting Officer [removed: and Treasurer] | | |

[removed: Mitchell,] [added: Leiken,] and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.

| /s/ Richard W. Dreiling | | | Chairman and Chief Executive Officer | | | March [removed: 10, 2023] [added: 20, 2024] | | |

| /s/ Paul C. Hilal | | | Vice Chairman | | | March [removed: 10, 2023] [added: 20, 2024] | | |

| /s/ Edward J. Kelly, III | | | Lead Independent Director | | | March [removed: 10, 2023] [added: 20, 2024] | | |

| /s/ Cheryl W. Grisé | | | Director | | | March [removed: 10, 2023] [added: 20, 2024] | | |

| /s/ Daniel J. Heinrich | | | Director | | | March [removed: 10, 2023] [added: 20, 2024] | | |

| /s/ Mary A. Laschinger | | | Director | | | March [removed: 10, 2023] [added: 20, 2024] | | |

| /s/ Jeffrey G. Naylor | | | Director | | | March [removed: 10, 2023] [added: 20, 2024] | | |

| /s/ Winnie Y. Park | | | Director | | | March [removed: 10, 2023] [added: 20, 2024] | | |

| /s/ Bertram L. Scott | | | Director | | | March [removed: 10, 2023] [added: 20, 2024] | | |

| /s/ Stephanie P. Stahl | | | Director | | | March [removed: 10, 2023] [added: 20, 2024] | | |

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

| March 20, 2024 | | | | | | By: /s/ Aditya Maheshwari | | |

| Date | | | | | | Aditya Maheshwari | | |

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

Davis, Aditya Maheshwari, and Jonathan B.

| /s/ Diane E. Randolph | | | Director | | | March 20, 2024 | | |

| Diane E. Randolph | | | | | | Date | | |

| March 10, 2023 | | | | | | By: /s/ Kathleen E. Mallas | | |

| Date | | | | | | Kathleen E. Mallas | | |

Davis, Kathleen E.

Mallas, and John S.

| /s/ Thomas W. Dickson | | | Director | | | March 10, 2023 | | |

| Thomas W. Dickson | | | | | | Date | | |