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Item 1. Financial Statements.

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Item 1. Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Unaudited)

13 Weeks Ended39 Weeks Ended
(in millions, except per share data)November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Net sales$4,746.3$4,338.0$13,949.6$12,569.1
Other revenue4.73.211.59.6
Total revenue4,751.04,341.213,961.112,578.7
Cost of sales3,045.82,803.99,029.58,167.2
Selling, general and administrative expenses1,385.71,206.64,005.03,483.1
Transition services agreement income, net23.8—31.8—
Operating income343.3330.7958.4928.4
Interest expense, net21.928.367.484.9
Other (income) expense, net0.10.1(62.0)0.2
Income from continuing operations before income taxes321.3302.3953.0843.3
Provision for income taxes76.770.0239.4201.0
Income from continuing operations244.6232.3713.6642.3
Income from discontinued operations, net of tax—1.062.823.5
Net income$244.6$233.3$776.4$665.8
Basic earnings per share of common stock:
Continuing operations$1.20$1.09$3.43$2.97
Discontinued operations——0.300.11
Total basic earnings per share of common stock$1.20$1.09$3.73$3.08
Diluted earnings per share of common stock:
Continuing operations$1.20$1.08$3.42$2.97
Discontinued operations——0.300.11
Total diluted earnings per share of common stock$1.20$1.08$3.72$3.08
Weighted average common shares outstanding:
Basic203.3215.0208.1215.9
Diluted203.8215.2208.5216.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

13 Weeks Ended39 Weeks Ended
(in millions)November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Net income$244.6$233.3$776.4$665.8
Foreign currency translation adjustments(1.2)(5.2)4.0(10.6)
Total comprehensive income$243.4$228.1$780.4$655.2

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except par value and share data)November 1, 2025February 1, 2025November 2, 2024
ASSETS
Current assets:
Cash and cash equivalents$594.8$1,256.5$478.3
Merchandise inventories2,859.72,672.03,002.5
Other current assets276.0169.8193.0
Current assets of discontinued operations—5,008.92,957.7
Total current assets3,730.59,107.26,631.5
Restricted cash42.575.775.1
Property, plant and equipment, net of accumulated depreciation of $4,814.4, $4,332.3 and $4,449.5, respectively4,877.84,499.34,363.3
Operating lease right-of-use assets4,418.24,146.44,063.6
Goodwill422.2421.2422.3
Deferred income taxes, net2.0260.65.3
Other assets163.1133.6147.7
Noncurrent assets of discontinued operations——7,624.0
Total assets$13,656.3$18,644.0$23,332.8
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings$619.5$—$—
Current portion of long-term debt—1,000.01,000.0
Current portion of operating lease liabilities975.6960.7943.0
Accounts payable1,676.11,705.81,950.0
Income taxes payable—120.18.0
Other current liabilities618.6574.4543.6
Current liabilities of discontinued operations—4,224.91,968.7
Total current liabilities3,889.88,585.96,413.3
Long-term debt, net, excluding current portion2,430.72,431.22,430.0
Operating lease liabilities, long-term3,633.13,438.73,373.0
Deferred income taxes, net0.5—964.5
Income taxes payable, long-term25.328.221.3
Other liabilities212.2182.6161.5
Noncurrent liabilities of discontinued operations——2,333.1
Total liabilities10,191.614,666.615,696.7
Contingencies (Note 3)
Shareholders’ equity:
Common stock, par value $0.01; 600,000,000 shares authorized, 200,689,657, 215,078,018 and 215,031,619 shares issued and outstanding, respectively2.12.22.2
Additional paid-in capital—92.950.7
Accumulated other comprehensive loss(55.2)(59.2)(54.2)
Retained earnings3,517.83,941.57,637.4
Total shareholders’ equity3,464.73,977.47,636.1
Total liabilities and shareholders’ equity$13,656.3$18,644.0$23,332.8

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

13 Weeks Ended November 1, 2025
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at August 2, 2025204.6$2.1$—$(54.0)$3,657.0$3,605.1
Net income————244.6244.6
Total other comprehensive loss———(1.2)—(1.2)
Issuance of stock under Employee Stock Purchase Plan——1.3——1.3
Stock-based compensation, net——13.9——13.9
Repurchase of stock(4.0)—(11.3)—(383.8)(395.1)
Excise tax on repurchases of stock——(3.9)——(3.9)
Balance at November 1, 2025200.6$2.1$—$(55.2)$3,517.8$3,464.7
39 Weeks Ended November 1, 2025
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at February 1, 2025215.1$2.2$92.9$(59.2)$3,941.5$3,977.4
Net income————776.4776.4
Total other comprehensive income———4.0—4.0
Issuance of stock under Employee Stock Purchase Plan0.1—6.2——6.2
Stock-based compensation, net0.4—37.9——37.9
Repurchase of stock(15.0)(0.1)(124.1)—(1,200.1)(1,324.3)
Excise tax on repurchases of stock——(12.9)——(12.9)
Balance at November 1, 2025200.6$2.1$—$(55.2)$3,517.8$3,464.7

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (cont.)

(Unaudited)

13 Weeks Ended November 2, 2024
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at August 3, 2024215.0$2.2$22.2$(49.0)$7,404.1$7,379.5
Net income————233.3233.3
Total other comprehensive loss———(5.2)—(5.2)
Issuance of stock under Employee Stock Purchase Plan——2.0——2.0
Stock-based compensation, net——26.5——26.5
Balance at November 2, 2024215.0$2.2$50.7$(54.2)$7,637.4$7,636.1
39 Weeks Ended November 2, 2024
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at February 3, 2024217.9$2.2$229.9$(43.6)$7,124.6$7,313.1
Net income————665.8665.8
Total other comprehensive loss———(10.6)—(10.6)
Issuance of stock under Employee Stock Purchase Plan0.1—7.6——7.6
Exercise of stock options——0.1——0.1
Stock-based compensation, net0.3—63.7——63.7
Repurchase of stock(3.3)—(247.0)—(153.0)(400.0)
Excise tax on repurchases of stock——(3.6)——(3.6)
Balance at November 2, 2024215.0$2.2$50.7$(54.2)$7,637.4$7,636.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

39 Weeks Ended
(in millions)November 1, 2025November 2, 2024
Cash flows from operating activities:
Net income$776.4$665.8
Income from discontinued operations, net of tax62.823.5
Income from continuing operations$713.6$642.3
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization477.6377.1
Provision for deferred income taxes242.653.8
Stock-based compensation expense46.068.8
Impairments0.71.2
Gain on insurance proceeds related to fixed assets(41.0)—
Other non-cash adjustments to income from continuing operations69.7(3.1)
Changes in operating assets and liabilities:
Merchandise inventories(236.6)(535.2)
Income taxes receivable(22.1)—
Other current assets(78.1)(25.1)
Other assets(41.4)(49.1)
Accounts payable(31.3)784.1
Income taxes payable(121.0)19.1
Other current liabilities16.54.5
Other liabilities26.717.3
Operating lease right-of-use assets and liabilities, net(63.4)(19.9)
Net cash provided by operating activities of continuing operations958.51,335.8
Cash flows from investing activities:
Capital expenditures(870.3)(1,005.7)
Proceeds from sale of discontinued operations672.0—
Cash divested from sale of discontinued operations(246.0)—
Proceeds from insurance recoveries50.045.0
Proceeds from (payments for) fixed asset disposition1.3(0.8)
Net cash used in investing activities of continuing operations(393.0)(961.5)
Cash flows from financing activities:
Principal payments for long-term debt(1,000.0)—
Debt-issuance costs(3.8)—
Proceeds from commercial paper notes7,587.23,206.1
Repayments of commercial paper notes(6,968.5)(3,206.1)
Proceeds from stock issued pursuant to stock-based compensation plans6.17.7
Cash paid for taxes on exercises/vesting of stock-based compensation(12.5)(20.6)
Payments for repurchase of stock(1,312.0)(400.0)
Net cash used in financing activities(1,703.5)(412.9)
Cash flows from discontinued operations:
Net cash provided by operating activities of discontinued operations343.3452.4
Net cash used in investing activities of discontinued operations(79.8)(397.6)
Net cash provided by discontinued operations263.554.8
Effect of exchange rate changes on cash, cash equivalents and restricted cash0.6(0.7)
Net change in cash, cash equivalents and restricted cash(873.9)15.5
Cash, cash equivalents and restricted cash at beginning of period1,511.2757.2
Cash, cash equivalents and restricted cash at end of period$637.3$772.7
Supplemental disclosure of cash flow information(1):
Cash paid for:
Interest, net of amounts capitalized$78.2$68.8
Income taxes$144.1$129.0
Non-cash transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities$1,046.2$1,339.0
Accrued capital expenditures$49.9$48.1
Losses on property, plant and equipment recorded in insurance receivables$—$1.6
(1) Supplemental disclosures are inclusive of activity for both continuing and discontinued operations.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of Business and Basis of Presentation

Dollar Tree, Inc. (“we,” “our,” “us,” or “the Company”) is a leading operator of discount retail stores in the United States and Canada.

The accompanying unaudited condensed consolidated financial statements include the financial statements of Dollar Tree, Inc., and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 26, 2025. The results of operations for the 13 and 39 weeks ended November 1, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 31, 2026.

In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of our financial position as of November 1, 2025 and November 2, 2024 and the results of our operations and cash flows for the periods presented. The February 1, 2025 balance sheet information was derived from the audited consolidated financial statements as of that date.

All intercompany balances and transactions have been eliminated in consolidation. All amounts stated herein are in U.S. Dollars. Continuing operations consists of the Dollar Tree segment and corporate, support and other.

As discussed in Note 10, on July 5, 2025, the Company completed its previously announced sale of the Family Dollar business to 1959 Holdings, LLC, for a purchase consideration of $1,007.5 million, subject to certain adjustments, including with respect to working capital and net indebtedness. Net proceeds from the sale consisted of $665 million paid at closing and $22 million to be received post-closing, subject to final adjustment under the terms of the purchase agreement, dated as of March 25, 2025. In addition, the Company monetized approximately $113 million of cash from Family Dollar prior to the closing date primarily through a reduction of net working capital. Together, the total cash monetized from the sale of the Family Dollar business approximates $800 million. As of November 1, 2025, the remaining receivable for estimated net proceeds to be received totaled $14.7 million. The Company has continuing involvement with Family Dollar under a transition services agreement, through which the Company and Family Dollar continue to provide certain services to each other for a period of 18 months following the date of sale. The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for all periods presented. The assets and liabilities of Family Dollar have been reflected as assets and liabilities of discontinued operations in the accompanying unaudited Condensed Consolidated Balance Sheets for all prior periods presented.

Unless otherwise noted, all amounts and disclosures included in these Notes to Unaudited Condensed Consolidated Financial Statements reflect only our continuing operations. Refer to Note 10 for additional details on discontinued operations. Certain prior year amounts have been reclassified to conform with the current year presentation, including proceeds from and repayments of commercial paper notes in the accompanying unaudited Condensed Consolidated Statements of Cash Flows.

Note 2 - Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”) which requires entities to disclose specific categories and greater disaggregation of information in the effective tax rate reconciliation, as well as disaggregated disclosure of income taxes paid, pretax income and income tax expense by jurisdiction. The standard also removes certain disclosure requirements that currently exist under Topic 740. ASU 2023-09 is effective on a prospective basis for annual periods beginning in fiscal 2025, with retrospective application permitted. We expect ASU 2023-09 to impact only our disclosures with no impact to our consolidated financial condition, results of operations, or cash flows.

In November 2024, the FASB issued ASU 2024-03 “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective on a prospective basis for annual periods beginning in fiscal 2027 and for interim periods beginning in fiscal 2028, with retrospective application permitted. We are currently evaluating the impact of this standard to our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which amends the accounting for internal-use software by requiring that an entity start capitalizing software costs once management has authorized and committed funding for the project and it is probable that the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual and interim periods beginning in fiscal 2028, with early adoption permitted. ASU 2025-06 can be applied using a prospective transition approach, a modified transition approach or a retrospective transition approach. We are currently evaluating the impact of this standard to our consolidated financial statements.

We have reviewed all other recently issued accounting standards and determined they were either not applicable or not expected to have a material impact on our financial position or results of operations.

Note 3 - Contingencies

In the first quarter of fiscal 2024, a tornado destroyed our Dollar Tree distribution center in Marietta, Oklahoma. Based on the significant damage sustained by the facility, the inventory contained in the facility and the facility itself was not salvageable. We incurred losses totaling $117.0 million in the first quarter of fiscal 2024, consisting of $70.0 million related to damaged inventory and $47.0 million related to property and equipment. These losses were fully offset by insurance receivables. Subsequently, we recorded additional insurance receivables of approximately $7.0 million in fiscal 2024 and $5.0 million in fiscal 2025 for other property and equipment-related damage recoveries that are reimbursable under the terms of our insurance policy.

In fiscal 2024, we received insurance proceeds totaling $150.0 million, including $100.0 million related to damaged inventory and $50.0 million related to damaged property and equipment and recorded a gain of $30.0 million in the fourth quarter of fiscal 2024 for the excess of the insurance proceeds received over the losses incurred for damaged inventory.

In the first quarter of fiscal 2025, we received additional insurance proceeds of $70.0 million, including $50.0 million related to damaged property and equipment and $20.0 million related to damaged inventory. We recorded a gain of approximately $62.0 million for the excess of the insurance proceeds received over the losses incurred for the damaged property and equipment and damaged inventory, which is reflected within “Other (income) expense, net” in the accompanying unaudited Condensed Consolidated Income Statements.

Legal Proceedings

We are defendants in ordinary, routine litigation or proceedings incidental to our business, including employment-related matters; infringement of intellectual property rights; personal injury/wrongful death claims; real estate matters; environmental and safety issues; and product safety matters. Legal proceedings may also include class, collective, representative and large cases and arbitrations, including those described below. We will vigorously defend ourselves in these matters. We do not believe that any of these matters will, individually or in the aggregate, have a material effect on our business, financial condition, or liquidity. We cannot give assurance, however, that one or more of these matters will not have a material effect on our results of operations for the quarter or year in which any reserves are established (if ever) or they are resolved.

We assess our legal proceedings monthly and reserves are established if a loss is probable and the amount of such loss can be reasonably estimated. Many, if not substantially all, of our legal proceedings are subject to significant uncertainties and, therefore, determining the likelihood of a loss and the measurement of any loss can be complex and subject to judgment. With respect to the matters noted below where we have determined that a loss is reasonably possible but not probable, we are unable to reasonably estimate the amount or range of the possible loss at this time due to the inherent difficulty of predicting the outcome of and uncertainties regarding legal proceedings. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. Management’s assessment of legal proceedings could change because of future determinations or the discovery of facts which are not presently known. Accordingly, the ultimate costs of resolving these proceedings may be substantially higher or lower than currently estimated.

Active Matters

In connection with the sale of Family Dollar, Dollar Tree agreed to defend and indemnify Family Dollar against certain specified litigated matters, including certain product liability cases arising from customers' alleged use, before the sale, of talc and acetaminophen products purchased at Family Dollar.

Talc Product Matters

Multiple personal injury lawsuits are pending in state court in California, Illinois, Louisiana, New York, Texas, New Jersey, South Carolina, Virginia, and the District of Columbia against Dollar Tree, Family Dollar or both alleging that certain talc products that we sold caused cancer. The plaintiffs seek compensatory, punitive and exemplary damages, damages for loss of consortium, and attorneys’ fees and costs. Although we have been able to resolve previous talc lawsuits against us without material loss, given the

inherent uncertainties of litigation there can be no assurances regarding the outcome of pending or future cases. Future costs to litigate these cases are not known but may be material, and it is uncertain whether our costs will be covered by insurance. In addition, although we have indemnification rights against our vendors in several of these cases, it is uncertain whether the vendors will have the financial ability to fulfill their obligations to us.

Acetaminophen Matters

Beginning in August 2022, more than 50 personal injury cases have been filed in federal court against Dollar Tree, Family Dollar, or both, on behalf of minors alleging that their mothers took acetaminophen while pregnant, that the acetaminophen interfered with fetal development such that plaintiffs were born with autism and/or ADHD, and that we knew or should have known of the danger, had a duty to warn and failed to include appropriate warnings on the product labels. The plaintiffs seek compensatory, punitive and/or exemplary damages, restitution and disgorgement, economic damages, and attorneys’ fees and costs. These cases, which originated in Alabama, California, Florida, Georgia, Louisiana, Minnesota, Missouri, North Carolina, Kentucky, Tennessee and Texas, along with other cases against many other defendants, were consolidated into multi-district litigation in the Southern District of New York. The court disqualified plaintiffs’ experts and, on that basis, dismissed all the cases filed against us in the multi-district litigation. The dismissal has been appealed to the Second Circuit by plaintiffs.

Note 4 - Short-Term Borrowings and Long-Term Debt

On March 21, 2025, the Company entered into a new revolving credit facility (“Five-Year Credit Facility”), with JPMorgan Chase Bank, N.A., as agent, the banks and the financial institutions from time to time party thereto, providing for a $1.5 billion revolving credit facility, of which up to $350.0 million is available for letters of credit. The Five-Year Credit Facility matures on March 21, 2030, subject to extensions permitted under the new Credit Agreement (“Credit Agreement”). The Credit Agreement contains a number of affirmative and negative covenants, similar to the prior revolving credit facility. In connection with entry into this new Five-Year Credit Facility, we terminated all commitments and fulfilled all obligations under our previous credit agreement dated December 8, 2021. As of November 1, 2025, there were no borrowings outstanding under the Five-Year Credit Facility.

Also on March 21, 2025, the Company entered into a 364-Day Revolving Credit Facility, with JPMorgan Chase Bank, N.A., as agent, the banks and the financial institutions from time to time party thereto, providing for a $1.0 billion revolving credit facility. The 364-Day Revolving Credit Facility matures on March 20, 2026. As of November 1, 2025, there were no borrowings outstanding under the 364-Day Revolving Credit Facility.

Borrowings under the Five-Year Credit Facility and the 364-Day Revolving Credit Facility bear interest at the Adjusted Term SOFR Rate (as defined in the underlying credit agreements) plus 1.125%, subject to adjustment based on (i) our credit ratings and (ii) our leverage ratio.

On May 15, 2025, we leveraged our commercial paper program, in addition to utilizing available cash, to redeem our $1.0 billion principal amount of 4.00% Senior Notes due 2025 (the “4.00% Senior Notes”).

As of November 1, 2025, $620.0 million principal amount of notes were outstanding under our commercial paper program, with a weighted-average interest rate of 4.2%. There were no short-term borrowings outstanding at February 1, 2025. We issued and repaid $3.2 billion of commercial paper notes during the 39 weeks ended November 2, 2024 and incurred interest expense of $3.9 million related to these notes. As of November 2, 2024, there were no commercial paper notes outstanding.

On November 10, 2025, the Company increased the size of its commercial paper program to permit the issuance of commercial paper notes up to a maximum aggregate amount outstanding at any time of $2.5 billion, compared to the previous maximum permitted of $1.5 billion. The $2.5 billion maximum is authorized through the maturity date of the Company’s 364-Day Revolving Credit Facility on March 20, 2026 or such later date to which the maturity of the 364-Day Facility or a similar replacement financing arrangement is extended, and will return to $1.5 billion thereafter.

Note 5 - Fair Value Measurements

Financial assets and liabilities are classified in the fair value hierarchy in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). We did not record any material impairment charges during the 13 or 39 weeks ended November 1, 2025 or November 2, 2024.

Fair Value of Financial Instruments

The carrying amounts of “Cash and cash equivalents,” “Restricted cash” and “Accounts payable” as reported in the accompanying unaudited Condensed Consolidated Balance Sheets approximate fair value due to their short-term maturities. The carrying values of our Five-Year Credit Facility, our 364-Day Revolving Credit Facility and borrowings under our commercial paper program approximate their fair values. At November 1, 2025, we had no borrowings outstanding under our credit facilities and had $620.0 million principal amount of notes outstanding under our commercial paper program.

The aggregate fair values and carrying values of our long-term borrowings, including current portion, were as follows:

November 1, 2025February 1, 2025November 2, 2024
(in millions)Fair ValueCarrying ValueFair ValueCarrying ValueFair ValueCarrying Value
Level 1
Senior Notes$2,230.6$2,435.7$3,140.9$3,433.6$3,123.9$3,432.7

The fair values of our Senior Notes were determined using Level 1 inputs as quoted prices in active markets for identical assets or liabilities are available.

Note 6 - Earnings Per Share

The following table sets forth the calculations of basic and diluted earnings per share:

13 Weeks Ended39 Weeks Ended
(in millions, except per share data)November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Numerator:
Income from continuing operations$244.6$232.3$713.6$642.3
Income from discontinued operations, net of tax—1.062.823.5
Net income$244.6$233.3$776.4$665.8
Denominator:
Weighted average number of shares outstanding203.3215.0208.1215.9
Dilutive impact of share-based awards (as determined by applying the treasury stock method)0.50.20.40.2
Weighted average number of shares and dilutive potential shares outstanding203.8215.2208.5216.1
Basic earnings per share of common stock:
Continuing operations$1.20$1.09$3.43$2.97
Discontinued operations——0.300.11
Total basic earnings per share of common stock$1.20$1.09$3.73$3.08
Diluted earnings per share of common stock:
Continuing operations$1.20$1.08$3.42$2.97
Discontinued operations——0.300.11
Total diluted earnings per share of common stock$1.20$1.08$3.72$3.08

Share-based awards of 2.0 million shares and 2.2 million shares were excluded from the calculation of diluted net income per share for the 13 and 39 weeks ended November 1, 2025, respectively, because their inclusion would be anti-dilutive. Share-based awards of 3.4 million shares and 3.1 million shares were excluded from the calculation of diluted net income per share for the 13 and 39 weeks ended November 2, 2024, respectively, because their inclusion would be anti-dilutive.

Note 7 - Shareholders’ Equity

We repurchased 4,050,414 and 15,007,491 shares of common stock on the open market at a cost of $399.0 million and $1.3 billion, including applicable excise tax, during the 13 and 39 weeks ended November 1, 2025, respectively. We repurchased 3,283,837 shares of common stock on the open market at a cost of $403.6 million, including applicable excise tax, during the 39 weeks ended November 2, 2024. We did not repurchase any shares of common stock during the 13 weeks ended November 2, 2024. Of the shares repurchased during the 39 weeks ended November 1, 2025, $12.8 million settled subsequent to November 1, 2025 and these amounts were accrued in the accompanying unaudited Condensed Consolidated Balance Sheets. In July 2025, our Board of Directors replenished the Company’s share repurchase authorization to an aggregate amount of $2.5 billion, reflecting the limit previously approved by the Board in September 2021. At November 1, 2025, we had $2.0 billion remaining under the $2.5 billion Board repurchase authorization.

Subsequent to November 1, 2025, we purchased an additional 1,711,878 shares of common stock on the open market at a cost of $176.0 million, as of December 1, 2025.

Note 8 - Segments and Disaggregated Revenue

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, effective as of the fourth quarter of fiscal 2024, the Company no longer reports the Family Dollar segment; it now reports its financial performance based on the Dollar Tree segment and corporate, support and other. The Dollar Tree segment is a leading operator of discount variety stores offering merchandise predominantly at the opening price point of $1.25, with additional offerings at higher price points. Dollar Tree stores serve customers with a broad range of income levels principally in suburban locations. The Dollar Tree segment includes our operations under the Dollar Tree and Dollar Tree Canada brands, 16 distribution centers in the United States and two distribution centers in Canada. Corporate, support and other consists primarily of store support center costs and the results of operations for our Summit Pointe property in Chesapeake, Virginia that are considered shared services and therefore these results are excluded from the Dollar Tree segment.

Our chief operating decision maker (“CODM”) is our chief executive officer of the enterprise. The CODM evaluates the financial performance of the Dollar Tree segment using segment gross profit and operating income. The CODM reviews these metrics to allocate resources to the segment, primarily in the annual budget and quarterly forecasting process. The CODM considers variances between actual results and internal budgets/forecasts on a monthly basis for both profit measures when making decisions about allocating capital and resources to the segment. The CODM also uses segment gross profit to evaluate our ability to control product and supply chain costs relative to changes in sales between comparable periods. The CODM uses operating income to assess the overall performance for the segment. The CODM is provided asset information on a consolidated basis rather than by segment.

The accounting policies of the Dollar Tree segment are the same as those described in Note 2 of our Consolidated Financial Statements, included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025. We may revise the measurement of the Dollar Tree segment’s operating income, as determined by the information regularly reviewed by the CODM. If the measurement of the Dollar Tree segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation. Corporate, support and other includes costs that were previously incurred in support of the Family Dollar segment but are not directly attributable to it and thus were not recorded in discontinued operations.

Information for the Dollar Tree segment, as well as for corporate, support and other, including the reconciliation to income from continuing operations before income taxes, is as follows:

(in millions)Dollar Tree SegmentCorporate, Support and OtherTotal
13 Weeks Ended November 1, 2025
Net sales$4,746.3$—$4,746.3
Cost of sales3,045.8—3,045.8
Gross Profit1,700.5—1,700.5
Other revenue—4.74.7
Selling, general and administrative expenses1,245.5140.21,385.7
Transition services agreement income, net—23.823.8
Operating income (loss)455.0(111.7)343.3
Interest expense, net21.9
Other income, net0.1
Income from continuing operations before income taxes$321.3
Depreciation and amortization expense$154.9$9.6$164.5
13 Weeks Ended November 2, 2024
Net sales$4,338.0$—$4,338.0
Cost of sales2,803.9—2,803.9
Gross Profit1,534.1—1,534.1
Other revenue0.13.13.2
Selling, general and administrative expenses1,069.0137.61,206.6
Operating income (loss)465.2(134.5)330.7
Interest expense, net28.3
Other expense, net0.1
Income from continuing operations before income taxes$302.3
Depreciation and amortization expense$125.0$10.5$135.5
(in millions)Dollar Tree SegmentCorporate, Support and OtherTotal
39 Weeks Ended November 1, 2025
Net sales$13,949.6$—$13,949.6
Cost of sales9,029.5—9,029.5
Gross Profit4,920.1—4,920.1
Other revenue—11.511.5
Selling, general and administrative expenses3,575.4429.64,005.0
Transition services agreement income, net—31.831.8
Operating income (loss)1,344.7(386.3)958.4
Interest expense, net67.4
Other income, net(62.0)
Income from continuing operations before income taxes$953.0
Depreciation and amortization expense$448.2$29.4$477.6
39 Weeks Ended November 2, 2024
Net sales$12,569.1$—$12,569.1
Cost of sales8,167.2—8,167.2
Gross Profit4,401.9—4,401.9
Other revenue0.19.59.6
Selling, general and administrative expenses3,072.5410.63,483.1
Operating income (loss)1,329.5(401.1)928.4
Interest expense, net84.9
Other expense, net0.2
Income from continuing operations before income taxes$843.3
Depreciation and amortization expense$350.5$26.6$377.1

Capital expenditures made by the Dollar Tree segment were $383.8 million and $338.3 million, for the 13 weeks ended November 1, 2025 and November 2, 2024, respectively, and $861.3 million and $968.0 million, for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

Disaggregated Revenue

The following table summarizes net sales by merchandise category for our Dollar Tree segment:

13 Weeks Ended39 Weeks Ended
(in millions)November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Consumable$2,350.749.5%$2,164.049.9%$6,998.350.2%$6,314.450.2%
Variety2,051.543.2%1,846.642.6%6,406.945.9%5,746.745.7%
Seasonal344.17.3%327.47.5%544.43.9%508.04.1%
Total Dollar Tree segment net sales$4,746.3100.0%$4,338.0100.0%$13,949.6100.0%$12,569.1100.0%

Note 9 - Supply Chain Finance Program

We facilitate a voluntary supply chain finance program, administered through a financial institution, which provides participating suppliers with the opportunity to finance payments due from us. Participating suppliers may, at their sole discretion, elect to finance one or more invoices of ours prior to their scheduled due dates at a discounted price with the financial institution.

Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by the supplier’s decision to finance amounts under these arrangements. As such, the outstanding payment obligations under our supply chain financing program are included within “Accounts payable” in the accompanying unaudited Condensed Consolidated Balance Sheets and within “Cash flows from operating activities” in the accompanying unaudited Condensed Consolidated Statements of Cash Flows.

Our outstanding payment obligations under this program were $342.9 million, $346.5 million and $427.4 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

Note 10 – Discontinued Operations

As previously reported, in fiscal 2024 the Company initiated a formal review of strategic alternatives for the Family Dollar business. This strategic alternatives review concluded in the fourth quarter of fiscal 2024 and resulted in the decision to sell the Family Dollar business. On March 25, 2025, the Company entered into a definitive agreement to sell the Family Dollar business to 1959 Holdings, LLC, and on July 5, 2025, the Company completed the sale for a purchase consideration of $1,007.5 million, subject to certain adjustments, including with respect to working capital and net indebtedness. Net proceeds from the sale consisted of $665 million paid at closing and $22 million to be received post-closing, subject to final adjustment under the terms of the purchase agreement. In addition, the Company monetized approximately $113 million of cash from Family Dollar prior to the closing date primarily through a reduction of net working capital. Together, the total cash monetized from the sale of the Family Dollar business approximates $800 million. As of November 1, 2025, the remaining receivable for estimated net proceeds to be received totaled $14.7 million. The Company has continuing involvement with Family Dollar under a transition services agreement, through which the Company and Family Dollar continue to provide certain services to each other for a period of 18 months following the date of sale. For the 13 and 39 weeks ended November 1, 2025, we recorded $23.8 million and $31.8 million, respectively, of net income from transition services between the two companies. In addition, the Company is guaranteeing lease obligations for 120 Family Dollar stores amounting to approximately $88.0 million for the first year following the date of sale, which represents the full lease obligations on these stores. The amount guaranteed in the second and third year following the date of sale is $20.0 million and $10.0 million, respectively. The fair value of the lease guarantee is immaterial.

The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for all periods presented. The assets and liabilities of Family Dollar have been reflected as assets and liabilities of discontinued operations in the accompanying unaudited Condensed Consolidated Balance Sheets for all prior periods presented.

Financial Information of Discontinued Operations

“Income from discontinued operations, net of tax” in the accompanying unaudited Condensed Consolidated Income Statements reflects the after-tax results of the Family Dollar business and does not include any allocation of general corporate overhead expense or interest expense of the Company.

The following table summarizes the results of operations of the Family Dollar business that are being reported as discontinued operations:

13 Weeks Ended39 Weeks Ended
(in millions)November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Net sales$—$3,223.7$5,625.5$9,991.7
Other revenue—3.34.59.4
Total revenue—3,227.05,630.010,001.1
Cost of sales—2,420.43,931.67,494.0
Selling, general and administrative expenses—803.91,218.42,478.4
Operating income—2.7480.028.7
Interest income—0.82.74.1
Loss on held for sale and disposal of discontinued operations——402.5—
Income from discontinued operations before income taxes—3.580.232.8
Provision for income taxes—2.517.49.3
Income from discontinued operations, net of tax$—$1.0$62.8$23.5

Depreciation expense related to discontinued operations was $116.4 million and $348.2 million for the 13 and 39 weeks ended November 2, 2024, respectively. The Company ceased depreciating and amortizing its long-lived assets for Family Dollar, which primarily included right-of-use assets and property and equipment, during the fourth quarter of fiscal 2024.

The following table summarizes the Family Dollar business assets and liabilities classified as discontinued operations in the accompanying unaudited Condensed Consolidated Balance Sheets:

(in millions)November 1, 2025February 1, 2025November 2, 2024
ASSETS
Cash and cash equivalents$—$179.0$219.3
Merchandise inventories—2,456.42,532.6
Other current assets—200.9205.8
Property, plant and equipment, net—2,268.02,312.4
Operating lease right-of-use assets—2,580.62,657.6
Goodwill——490.5
Trade name intangible asset—750.02,150.0
Other assets—12.813.5
Valuation allowance to adjust assets to estimated fair value, less costs of disposal—(3,438.8)—
Total assets of discontinued operations$—$5,008.9$10,581.7
LIABILITIES
Current portion of operating lease liabilities$—$598.5$596.5
Accounts payable—977.5995.1
Other current liabilities—378.6377.1
Operating lease liabilities, long-term—2,134.52,207.2
Other liabilities—135.8125.9
Total liabilities of discontinued operations$—$4,224.9$4,301.8

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. As of February 1, 2025, we determined that the fair value of the Family Dollar business, including costs to sell was lower than its carrying value and we recorded a $3,438.8 million valuation allowance against the assets held for sale. As of May 3, 2025, we remeasured the fair value of the Family Dollar business, including costs to sell and recorded an additional valuation allowance of $258.4 million. On July 5, 2025, the effective date of the sale, we recorded an additional loss on disposal totaling $144.1 million. In addition, during the first quarter of fiscal 2025, certain assets and liabilities of the Family Dollar business were moved out of held for sale as they will be retained by Dollar Tree. The assets and liabilities included 57 combo stores that will be converted to Dollar Tree stores, and were reclassified as held and used at their fair value, which resulted in a $71.4 million reduction to the valuation allowance. The fair value of the Family Dollar business was estimated using the expected sale price as negotiated with the third party buyer. The valuation allowance was recorded within “Loss on held for sale and disposal of discontinued operations” in the summarized results of operations of discontinued operations for the 39 weeks ended November 1, 2025.

Capital expenditures related to discontinued operations were $77.8 million and $393.0 million for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

Note 11 - Condensed Consolidated Financial Statement Details

The Condensed Consolidated Statements of Cash Flows includes the cash flows of continuing and discontinued operations. The following is a reconciliation between “Cash and cash equivalents” and “Restricted cash” of continuing operations presented in the Condensed Consolidated Balance Sheets and the total cash, cash equivalents and restricted cash presented in the Condensed Consolidated Statements of Cash Flows:

(in millions)November 1, 2025November 2, 2024
Cash and cash equivalents on the Condensed Consolidated Balance Sheets$594.8$478.3
Restricted cash on the Condensed Consolidated Balance Sheets, noncurrent42.575.1
Cash, cash equivalents and restricted cash of discontinued operations included in current assets of discontinued operations on the Condensed Consolidated Balance Sheets—219.3
Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows$637.3$772.7

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