Dollar Tree 2015 Annual Report Download

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Value. Value. Value.
Can’t say it enough.
2015 Annual Report

Table of contents

  • Page 1
    Value. Value. Value. Can't say it enough. 2015 Annual Report

  • Page 2
    ... more than 167,000 associates. A Fortune 500 Company, Dollar Tree has served North America for more than twenty-nine years. The Company operates store support centers in Chesapeake, Virginia and Matthews, North Carolina. Dollar Tree continues to grow and is reaching new customers via the Internet at...

  • Page 3
    ...992 2011 2012 2013 2014 2015 2011 2012 2013 (at year-end) 2014 2015 NET SALES ($ in Billions) NUMBER OF STORES 2015(a) Income Statement Data: Net sales Gross profit Selling, general and administrative expenses Operating income Net income Margin Data (as a percentage of net sales): Gross...

  • Page 4
    ... retail organization with even more opportunity. We plan to operate and grow both banners. Our Dollar Tree segment is the leading operator of discount variety stores offering merchandise at the fixed price point of $1.00. Our Family Dollar segment operates general merchandise discount retail stores...

  • Page 5
    .... Our product assortments are planned to offer the greatest value to the customer for $1.00, and to do so at a cost that meets our merchandise margin threshold. We utilize this strategy of ever-changing assortments to our advantage. Our customers expect there is always something new at Dollar Tree...

  • Page 6
    .... This includes a mix of name brand and private label basics alongside variety and seasonally relevant product. We are committed to EDLP by delivering everyday values at competitive prices. Improving sales per selling square foot and inventory productivity by expanding high performing categories and...

  • Page 7
    ... through improvements in sales, margins, expense control and great customer satisfaction. As I look to the future, I see even more exciting opportunity. Our Company is strong. We are positioned to continue growing profitably for many years ahead. The Dollar Tree and Family Dollar brands are the...

  • Page 8
    ... grow our base of loyal customers. 32 Consecutive quarters of positive same-store sales 1,719 829 918 969 1,053 2011 2012 2013 (in Millions) 2014 2015 CUSTOMER TRANSACTIONS I 6 n 2015, we processed more than 1.7 billion customer transactions. Our Dollar Tree and Family Dollar segments...

  • Page 9
    5.9M The average number of customer transactions processed on a daily basis Same-store sales on a constant currency basis for 2015, against a 4.4% increase from the prior year 2.5% Dollar Tree Annual Report 2015 7

  • Page 10
    68.4% of Family Dollar's product mix are needs-based consumables 7,000+ items are typically carried in our stores, providing great values to our customers 46.4% of Dollar Tree's sales are comprised of variety merchandise 8 Dollar Tree Annual Report 2015

  • Page 11
    ... who make it all work. O ur store teams are the heart and soul of all that we accomplish. On an average day, our associates serve nearly six million customers across North America. We are committed to a culture in which every job is important and each person is treated with respect, where...

  • Page 12
    ... the supply chain to e ciently serve 13,000+ stores. O 10 ur distribution center network is currently capable of supporting approximately $24.1 billion in annual sales in the United States. Each of our facilities contain advanced materials handling technologies, including radio-frequency inventory...

  • Page 13
    ..., VA WV KY Chesapeake, VA VA MO West Memphis, AR TN Olive Branch, MS NC Matthews, NC Cherokee Co., SC AK Marietta, OK MS AL GA Marianna, FL SC Savannah, GA New Cherokee Co., South Carolina distribution center scheduled to begin shipping in June 2016. LA FL Dollar Tree Annual Report 2015...

  • Page 14
    ... the Company's expectations of business partners. By continuing to grow our store base annually, we are supporting our local communities through job creation and assisting our customers to manage their Dollar Tree Annual Report 2015 household budgets by delivering great values. Our plans for 2016...

  • Page 15
    Value. Value. Value. Can't say it enough. Dollar Tree, Inc. 2015 Form 10-K

  • Page 16
    [This page left blank intentionally]

  • Page 17
    ... TREE, INC. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 26-2018846 (I.R.S. Employer Identification No.) 500 Volvo Parkway, Chesapeake, VA 23320 (Address of principal executive offices) Registrant's telephone number...

  • Page 18
    ...No (X) The aggregate market value of Common Stock held by non-affiliates of the Registrant on July 31, 2015, was $17,426,453,225, based on a $77.33 average of the high and low sales prices for the Common Stock on such date. For purposes of this computation, all executive officers and directors have...

  • Page 19
    DOLLAR TREE, INC. TABLE OF CONTENTS Page PART I Item 1. BUSINESS 6 12 17 18 21 21 PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES SELECTED FINANCIAL DATA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ...

  • Page 20
    ... locations; the average size of our stores to be added in 2016 and beyond; the effect on merchandise mix of consumables and the increase in the number of our stores with freezers and coolers on Dollar Tree's gross profit margin and sales; the net sales per square foot, net sales and operating income...

  • Page 21
    AVAILABLE INFORMATION Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available free of charge on our website at www.dollartree.com as...

  • Page 22
    ... offering merchandise at the fixed price point of $1.00. The Dollar Tree segment includes 5,954 stores operating under the Dollar Tree, Dollar Tree Canada, Deals and Dollar Tree Deals brands, ten distribution centers in the United States and two in Canada and a Store Support Center in Chesapeake...

  • Page 23
    ... discount retail 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, eleven distribution centers and a Store Support Center in Matthews, North Carolina...

  • Page 24
    ...our customers' expectations for what they can buy for $1.00. Dollar Tree targets middle income customers in suburban locations. Family Dollar stores will continue to operate using multiple price points, serving customers as their "neighborhood discount store," offering great values on everyday items...

  • Page 25
    ... and small towns. The range of our store sizes, 8,000 - 10,000 selling square feet for Dollar Tree and 6,000 - 8,000 selling square feet for Family Dollar, allows us to target a particular location with a store that best suits that market and takes advantage of available real estate opportunities...

  • Page 26
    ... We expect that the majority of our future sales growth will come primarily from new store openings in our Dollar Tree and Family Dollar banners and from our store expansion and relocation program. At January 28, 2012, we operated 4,351 stores in the United States and Canada. At January 30, 2016, we...

  • Page 27
    ... completed during the second quarter of 2016. In 2014, we expanded our Joliet, Illinois distribution center to 1.5 million square feet. We are also in the process of enabling our distribution centers to ship merchandise to both Dollar Tree and Family Dollar stores. We expect our first pilot facility...

  • Page 28
    ... in order to offset inflation or other cost increases. We can give no assurance that we will be able to operate more efficiently or increase our comparable store net sales in the future. Although Family Dollar, unlike Dollar Tree, can raise the price of merchandise, customers may buy fewer products...

  • Page 29
    ...periods are during the Christmas and Easter seasons, and we generally realize a disproportionate amount of our net sales and our operating and net income during the fourth quarter. In anticipation, we stock extra inventory and hire many temporary employees to prepare our stores. A reduction in sales...

  • Page 30
    ...-private brand suppliers. Pressure from competitors may reduce our sales and profits. The retail industry is highly competitive. The marketplace is highly fragmented as many different retailers compete for market share by utilizing a variety of store formats and merchandising strategies. We expect...

  • Page 31
    ..., executives and key personnel. Various factors, including our recent merger, 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...

  • Page 32
    ... be in our long-term best interests, including, among other things, restrictions on our ability to incur, assume or guarantee additional indebtedness; declare or pay dividends or make other distributions with respect to, or purchase or otherwise acquire or retire for value, equity interests; make...

  • Page 33
    ...equity financing to operate during general economic or business downturns; or unable to compete effectively, take advantage of new business opportunities or grow in accordance with our plans. Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service...

  • Page 34
    ... Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming Total Dollar Tree 117 108 65 536...

  • Page 35
    Canada Alberta British Columbia Manitoba Ontario Saskatchewan Total Dollar Tree 37 53 12 110 13 225 We lease the vast majority of our stores and expect to lease the majority of our new stores as we expand. Our leases typically provide for a short initial lease term, generally five years, with ...

  • Page 36
    ... square foot building, which we own in Chesapeake, Virginia. Our Family Dollar Store Support Center is located in two buildings totaling approximately 310,000 square feet, which we own in Matthews, North Carolina. For more information on financing of our distribution centers, see "Item 7. Management...

  • Page 37
    Item 3. LEGAL PROCEEDINGS From time to time, we are defendants in ordinary, routine litigation or proceedings incidental to our business, including allegations regarding employment-related matters; infringement of intellectual property rights; personal injury/wrongful death claims; product safety ...

  • Page 38
    ...ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on The Nasdaq Global Select Market®. Our common stock has been traded on Nasdaq under the symbol "DLTR" since our initial public offering in 1995. The following table gives the high and low sales prices of our common stock as reported...

  • Page 39
    ...the cumulative total shareholder return on our common stock during the five fiscal years ended January 30, 2016, compared with the cumulative total returns of the S&P 500 Index and the S&P Retailing Index. The comparison assumes that $100 was invested in our common stock on January 29, 2011, and, in...

  • Page 40
    ... per share data, number of stores data, net sales per selling square foot data and inventory turns. Year Ended February 1, 2014 $ 7,840.3 2,789.8 1,819.5 970.3 596.7 35.6% 23.2% 12.4% 7.6% 2.72 $ 1.5% January 30, 2016 Income Statement Data: Net sales Gross profit Selling, general and administrative...

  • Page 41
    ...January 30, 2016 Selected Operating Data: Number of stores open at end of period Dollar Tree Family Dollar Gross square footage at end of period Dollar Tree Family Dollar Selling square footage at end of period Dollar Tree Family Dollar Selling square footage annual growth(1) Net sales annual growth...

  • Page 42
    ... 2015, we completed a 270,000 square foot expansion of our distribution center in Joliet, Illinois. The Joliet distribution center is now a 1,470,000 square foot, fully automated facility. On July 27, 2014, we entered into an Agreement and Plan of Merger to acquire Family Dollar in a cash and stock...

  • Page 43
    ... close or open, respectively. Comparable store net sales for Dollar Tree may be negatively affected when a Family Dollar store is rebannered near an existing Dollar Tree store. The average size of stores opened in 2015 was approximately 8,030 selling square feet (or about 10,000 gross square feet...

  • Page 44
    ... in average ticket. We believe comparable store net sales continued to be positively affected by a number of our Dollar Tree initiatives, as debit and credit card penetration continued to increase in 2015, and we continued the rollout of frozen and refrigerated merchandise to more of our Dollar Tree...

  • Page 45
    ...407.4 million of gross profit for Family Dollar as well as higher sales for Dollar Tree. Our gross profit margin is negatively impacted by the overall lower-margin product mix for the Family Dollar segment. Included in Family Dollar's cost of sales is $73.0 million of markdown expense related to sku...

  • Page 46
    ..." and "Dollar Tree Deals" brands, ten distribution centers in the United States and two in Canada and a Store Support Center in Chesapeake, Virginia. The Family Dollar segment operates a chain of general merchandise retail discount stores providing consumers with a selection of competitively priced...

  • Page 47
    ...gross profit margin as noted above and higher professional fees related to the Family Dollar integration partially offset by lower payroll costs as a percentage of net sales due to lower profit sharing contributions. Liquidity and Capital Resources Our business requires capital to build and open new...

  • Page 48
    ...a margin, or an alternate base rate, plus a margin. The Agreement also bore a facilities fee, calculated as a percentage, as defined, of the amount available under the line of credit, payable quarterly. The Agreement also bore an administrative fee payable annually. The Agreement, among other things...

  • Page 49
    ...interest in substantially all the assets of Dollar Tree and the Credit Agreement Guarantors, subject to certain exceptions. The loans under the Term Loan A tranche and the New Revolving Credit Facility bear interest at LIBOR plus 2.25% per annum (or a base rate plus 1.25%), the Term B-1 Loans of the...

  • Page 50
    ..., Including Off-Balance Sheet Arrangements We expect our cash needs for opening new stores and rebannering and expanding existing stores in fiscal 2016 to total approximately $457.9 million, which includes capital expenditures, initial inventory and pre-opening costs. At January 30, 2016, we have...

  • Page 51
    ... see "Note 6 - Long-Term Debt" in "Item 8. Financial Statements and Supplementary Data" beginning on page 63 of this Form 10-K. Credit Facility and Term Loans. On March 9, 2015, the Escrow Issuer entered into a credit agreement, with JPMorgan Chase Bank, N.A., as administrative agent, providing for...

  • Page 52
    ... Accounting Policies" under the caption "Merchandise Inventories" in "Item 8. Financial Statements and Supplementary Data" beginning on page 48 of this Form 10-K, inventories at the distribution centers are stated at the lower of cost or market with cost determined on a weighted-average basis. Cost...

  • Page 53
    ... Dollar Tree and Dollar Tree Canada. Goodwill has been assigned to the reporting units based on prior business combinations related to the brands. We estimate the fair value of our reporting units using projected future cash flows that are discounted using a weighted-average cost of capital analysis...

  • Page 54
    ... Easter; the timing of new store openings; the net sales contributed by new stores; changes in our merchandise mix; and competition. Our highest sales periods are the Christmas and Easter seasons. Easter was observed on April 20, 2014 and on April 5, 2015, and will be observed on March 27, 2016...

  • Page 55
    ... increase our merchandise costs, fuel costs and other costs that are critical to our operations, such as shipping and wage rates. Shipping Costs. Trans-Pacific shipping rates are negotiated with individual freight lines and are subject to fluctuation based on shipping industry market conditions and...

  • Page 56
    ... and 20% of the Dollar Tree segment's total domestic truckload fuel needs in 2015, 2014 and 2013, respectively. Under these contracts, we pay the third party a fixed price for diesel fuel and receive variable diesel fuel prices at amounts approximating current diesel fuel costs, thereby creating the...

  • Page 57
    Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Income Statements for the years ended January 30, 2016, January 31, 2015 and February 1, 2014 Consolidated Statements of Comprehensive ...

  • Page 58
    ... balance sheets of Dollar Tree, Inc. (the Company) as of January 30, 2016 and January 31, 2015, and the related consolidated income statements, and statements of comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended January 30, 2016...

  • Page 59
    DOLLAR TREE, INC. CONSOLIDATED INCOME STATEMENTS Year Ended January 31, 2015 $ 8,602.2 5,568.2 3,034.0 1,993.8 1,040.2 80.1 5.9 954.2 355.0 $ 599.2 $ 2.91 $ 2.90 (in millions, except per share data) Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating income ...

  • Page 60
    DOLLAR TREE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended (in millions) Net income Foreign currency translation adjustments Total comprehensive income $ January 30, 2016 $ 282.4 (9.0) 273.4 $ January 31, 2015 $ 599.2 (17.2) 582.0 $ February 1, 2014 $ 596.7 (15.4) 581.3 See ...

  • Page 61
    DOLLAR TREE, INC. CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data) ASSETS Current assets: Cash and cash equivalents Short-term investments Merchandise inventories, net Current deferred tax assets, net Other current assets Total current assets Property, plant and equipment, ...

  • Page 62
    ...income tax benefit of $1.4 Repurchase and retirement of shares Stock-based compensation, net, including income tax benefit of $3.1 Balance at January 31, 2015 Net income Total other comprehensive loss Acquisition of Family Dollar Issuance of stock under Employee Stock Purchase Plan Exercise of stock...

  • Page 63
    ... from long-term debt, net of discount Debt-issuance costs Payments for share repurchases Proceeds from stock issued pursuant to stock-based compensation plans Tax benefit of exercises/vesting of equity-based compensation Net cash provided by (used in) financing activities Effect of exchange rate...

  • Page 64
    ... "Dollar Tree," "Dollar Tree Canada," "Deals" and "Dollar Tree Deals" brands, ten distribution centers in the United States, two distribution centers in Canada and a Store Support Center in Chesapeake, Virginia. The Family Dollar segment operates a chain of general merchandise discount retail stores...

  • Page 65
    ...within 3 business days, and therefore are classified as cash and cash equivalents. Merchandise Inventories Merchandise inventories at the Company's distribution centers are stated at the lower of cost or market, determined on a weighted-average cost basis. Cost is assigned to store inventories using...

  • Page 66
    ... and administrative expenses" in the accompanying consolidated income statements. Financial Instruments The Company utilizes derivative financial instruments to reduce its exposure to market risks from changes in interest rates and diesel fuel costs. By entering into receive-variable, pay-fixed...

  • Page 67
    ... at the time a sale is made to its customer. Taxes Collected The Company reports 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. Cost of Sales The Company includes the cost of merchandise...

  • Page 68
    ... retirement eligibility of the grantee. The fair value is determined using the closing price of the Company's common stock on the date of grant. During 2015, the Company adopted Accounting Standards Update No. 2014-12, "Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments...

  • Page 69
    NOTE 2 - ACQUISITION On July 27, 2014, the Company executed an Agreement and Plan of Merger to acquire Family Dollar in a cash and stock transaction. On July 6, 2015 (the "Acquisition Date"), the Company completed the Acquisition and Family Dollar became a direct, wholly-owned subsidiary of the ...

  • Page 70
    ... 6, 2015 through January 30, 2016, Family Dollar generated net sales of $6,162.0 million and an operating loss of $30.8 million. These results included: $73.0 million of inventory markdowns due to sku rationalization and planned liquidations; $156.8 million of expenses related to purchase accounting...

  • Page 71
    ... Accounts receivable - divestiture-related Other accounts receivable Prepaid store supplies Prepaid rent Other prepaid assets Total other current assets Other Assets Other assets as of January 30, 2016 and January 31, 2015 consist of the following: (in millions) Long-term federal income tax benefit...

  • Page 72
    ...) Deferred rent Insurance Other Total other long-term liabilities NOTE 4 - INCOME TAXES Total income taxes were allocated as follows: (in millions) Income from continuing operations Shareholders' equity, tax benefit on exercises/vesting of equity-based compensation January 30, 2016 $ 165.8 Year...

  • Page 73
    ... 31, 2015 35.0% Statutory tax rate Effect of: State and local income taxes, net of federal income tax benefit Work Opportunity Tax Credit International taxes Change in valuation allowance Nondeductible acquisition costs Other, net Effective tax rate January 30, 2016 35.0% February 1, 2014 35...

  • Page 74
    ... of the tax effects related to the Family Dollar trade name, favorable lease rights, inventory and property plant and equipment. At January 30, 2016 the Company had certain state tax credit carryforwards, net operating loss carryforwards and capital loss carryforwards totaling approximately $53...

  • Page 75
    ... the Company's total gross unrecognized tax benefits: January 30, January 31, 2016 2015 $ 6.5 $ 5.5 64.4 - 1.9 0.6 1.6 0.9 (1.8) - (1.2) (0.5) $ 71.4 $ 6.5 Beginning Balance Additions, Acquisition of Family Dollar Additions, based on tax positions related to current year Additions for tax positions...

  • Page 76
    ... estimated. Dollar Tree Active Matters In 2011, an assistant store manager and an hourly associate filed a collective action against the Company alleging they were forced to work off the clock in violation of the Fair Labor Standards Act ("FLSA") and state law. A federal judge in Virginia ruled that...

  • Page 77
    ... assistant store managers alleging defective wage statements. In February 2016, the Company was served in a putative collective action under the Fair Labor Standards Act in Florida federal court. The pleadings allege overtime violations on behalf of all hourly non-exempt employees. Family Dollar...

  • Page 78
    ... breaks to assistant store managers. The class was decertified in 2015 and the case has now been resolved. In 2013, district attorneys in California initiated an investigation of whether the Company properly disposed of certain damaged retail products under Federal and California state environmental...

  • Page 79
    ...under the Company's new senior secured credit facilities or certain other indebtedness, including Family Dollar and certain of its subsidiaries. The 2020 Notes, which mature on March 1, 2020, were issued pursuant to an indenture, dated as of February 23, 2015, with U.S. Bank National Association, as...

  • Page 80
    ...guaranteed by certain of the Company's direct or indirect wholly-owned U.S. subsidiaries, including Family Dollar and certain of its subsidiaries (collectively, the "Credit Agreement Guarantors"). Upon and after the Acquisition Date, the New Senior Secured Credit Facilities are secured by a security...

  • Page 81
    ...% of the Dollar Tree segment's total domestic truckload fuel needs in 2015, 2014 and 2013, respectively. Under these contracts, the Company pays the third party a fixed price for diesel fuel and receives variable diesel fuel prices at amounts approximating current diesel fuel costs, thereby creating...

  • Page 82
    ... stock on the open market in fiscal 2015 or fiscal 2014. The Company repurchased 2.4 million shares for $112.1 million on the open market in fiscal 2013. At January 30, 2016, the Company had $1.0 billion remaining under Board repurchase authorization. NOTE 9 - EMPLOYEE BENEFIT PLANS Dollar Tree...

  • Page 83
    ... and administrative expenses" in the accompanying consolidated income statements were as follows: Year ended January 30, 2016 Year ended January 31, 2015 Year ended February 1, 2014 $36.6 million $41.1 million $35.8 million Eligible employees vest in the Company's profit sharing contributions based...

  • Page 84
    ... using the Company's closing stock price on the date of grant. The Company recognized $22.6 million, $22.2 million and $21.1 million of expense related to service-based RSUs during 2015, 2014 and 2013, respectively. As of January 30, 2016, there was approximately $24.1 million of total unrecognized...

  • Page 85
    ... Company's closing stock price on the grant date. However, because the Acquisition was not yet contemplated as of the grant date, the 2013 Goal did not exclude costs related to the Acquisition or any income that may be attributable to Family Dollar during the performance period. In 2015, the Company...

  • Page 86
    ... of the Company's publicly traded stock. The risk free rate is based on the U.S. Treasury rates on the Acquisition date with maturity dates approximating the expected life of the option on the Acquisition date. The weighted average assumptions used in the Black-Scholes option pricing model for...

  • Page 87
    ... exercised during 2015, 2014 and 2013 was approximately $13.2 million, $3.7 million and $5.6 million, respectively. Employee Stock Purchase Plan Under the Dollar Tree, Inc. Employee Stock Purchase Plan (ESPP), the Company is authorized to issue up to 8,707,692 shares of Common Stock to eligible...

  • Page 88
    ... "Dollar Tree," "Dollar Tree Canada," "Deals" and "Dollar Tree Deals" brands, ten distribution centers in the United States, two distribution centers in Canada and a Store Support Center in Chesapeake, Virginia. The Family Dollar segment operates a chain of general merchandise discount retail stores...

  • Page 89
    ... (in millions) Gross profit: Dollar Tree Family Dollar Total gross profit Depreciation and amortization expense by segment is as follows: Year Ended (in millions) Depreciation and amortization expense: Dollar Tree Family Dollar Total depreciation and amortization expense Operating income (loss) by...

  • Page 90
    ...: Dollar Tree Family Dollar Total goodwill January 30, 2016 $ $ 283.6 4,738.1 5,021.7 $ $ January 31, 2015 164.6 - 164.6 Goodwill is reassigned between segments when stores are rebannered between segments. During 2015, the Company reassigned $121.8 million of Goodwill from Family Dollar to Dollar...

  • Page 91
    ... Fiscal 2014: Net sales Gross profit Operating income (2) Net income (3) Diluted net income per share (3) Stores open at end of quarter Comparable store net sales change (1) Easter was observed on April 5, 2015 and April 20, 2014. (2) In the first, second and third quarters of 2015, the Company...

  • Page 92
    ... period covered by this report. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of January 30, 2016, the Company's disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that information...

  • Page 93
    ... balance sheets of the Company as of January 30, 2016, and January 31, 2015, and the related consolidated income statements, and statements of comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended January 30, 2016, and our report dated...

  • Page 94
    ..., EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information concerning our Directors and Executive Officers required by this Item is incorporated by reference in Dollar Tree, Inc.'s Proxy Statement relating to our Annual Meeting of Shareholders to be held on June 16, 2016 (Proxy Statement), under...

  • Page 95
    ...Bank National Association, as trustee, relating to the 5.750% senior notes due 2023 (Exhibit 4.1 to the Company's July 6, 2015 Current Report on Form 8-K, incorporated herein by this reference). Registration Rights Agreement, dated as of February 23, 2015, by and among Dollar Tree, Inc., Family Tree...

  • Page 96
    ... Third Amendment to the EIP (Exhibit 10.3 to the Company's February 27, 2008 Current Report on Form 8-K, incorporated herein by this reference).* The Company's 2004 Executive Officer Equity Plan (EOEP) (Exhibit B to the Definitive Proxy Statement filed on April 29, 2004, incorporated herein by this...

  • Page 97
    ... to Post-Retirement Benefit Agreement Between the Company and H. Ray Compton dated October 10, 2013 (filed herewith).* Amendments to the Company's Stock Plans (Exhibit 10.5 to the Company's January 16, 2008 Current Report on Form 8-K, incorporated herein by this reference).* New policy for director...

  • Page 98
    ... Agreement between the Company and David Jacobs, Chief Strategy Officer (Exhibit 10.2 to the Company's July 28, 2012 Quarterly Report on Form 10-Q, incorporated herein by this reference).* Restricted Stock Unit Agreement dated June 13, 2012 between the Company and Bob Sasser, Chief Executive Officer...

  • Page 99
    ...this reference)* Employment Agreement, dated as of December 28, 2012, between Family Dollar Stores, Inc. and Howard R. Levine (Exhibit 10.2 to the Company's July 6, 2015 Current Report on Form 8-K, incorporated herein by this reference)* Dollar Tree, Inc. 2015 Employee Stock Purchase Plan, effective...

  • Page 100
    101.0 Interactive Data Files 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE XBRL Instance Document XBRL Taxonomy Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy ...

  • Page 101
    ... to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DOLLAR TREE, INC. DATE: March 28, 2016 By: /s/ Bob Sasser Bob Sasser Chief Executive Officer 85

  • Page 102
    ..., this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature /s/ Macon F. Brock, Jr. Macon F. Brock, Jr. /s/ Bob Sasser Bob Sasser Title Date Chairman; Director March 28, 2016 Director, Chief Executive Officer...

  • Page 103
    ...retail companies. Family Dollar Holdings, Inc. and Family Dollar, Inc., each of which is a North Carolina company, also have subsidiaries which are warehousing and distribution companies. Dollar Tree Stores, Inc., Dollar Tree Distribution, Inc. and Dollar Tree Management, Inc. are Virginia companies...

  • Page 104
    ... statement (number 333-61139) on Form S-4 of Dollar Tree, Inc. of our reports dated March 28, 2016, with respect to the consolidated balance sheets of Dollar Tree, Inc. as of January 30, 2016 and January 31, 2015, and the related consolidated income statements and statements of comprehensive income...

  • Page 105
    EXHIBIT 31.1 Chief Executive Officer Certification I, Bob Sasser, certify that: 1. I have reviewed this annual report on Form 10-K of Dollar Tree, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make...

  • Page 106
    EXHIBIT 31.2 Chief Financial Officer Certification I, Kevin S. Wampler, certify that: 1. I have reviewed this annual report on Form 10-K of Dollar Tree, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary ...

  • Page 107
    ...of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 28, 2016 Date /s/ Bob Sasser Bob Sasser Chief Executive Officer A signed original of this written statement required by Section...

  • Page 108
    ...; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 28, 2016 Date /s/ Kevin S. Wampler Kevin S. Wampler Chief Financial Officer A signed original of this written statement required by...

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    500 Volvo Parkway Chesapeake, Virginia 23320 Phone (757) 321-5000 www.DollarTree.com

  • Page 111
    ... Norfolk, VA 23510 Stock Listing Dollar Tree's common stock is traded on the NASDAQ Global Select Market. The Company's common stock has been traded on NASDAQ under the symbol "DLTR" since our initial public offering on March 6, 1995. The following table gives the high and low sales prices of our...

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    500 Volvo Parkway Chesapeake, Virginia 23320 Phone (757) 321-5000 www.DollarTree.com